CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Citigroup amended its Registration Statement on Form S-3 on file with the SEC (File No. 33-192302) to add its wholly owned subsidiary, Citigroup Global Markets Holdings Inc. (CGMHI), as a co-registrant. Any securities issued by CGMHI under the Form S-3 will be fully and unconditionally guaranteed by Citigroup.

The following are the Condensed Consolidating Statements of Income and Comprehensive Income for the three months ended March 31, 2016 and 2015, Condensed Consolidating Balance Sheet as of March 31, 2016 and December 31, 2015 and Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2016 and 2015 for Citigroup Inc., the parent holding company (Citigroup parent company), CGMHI, other Citigroup subsidiaries and eliminations and total consolidating adjustments. “Other Citigroup subsidiaries and eliminations” includes all other subsidiaries of Citigroup, intercompany eliminations and income (loss) from discontinued operations. “Consolidating adjustments” includes Citigroup parent company elimination of distributed and undistributed income of subsidiaries and investment in subsidiaries.

These Condensed Consolidating Financial Statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.”

These Condensed Consolidating Financial Statements schedules are presented for purposes of additional analysis, but should be considered in relation to the Consolidated Financial Statements of Citigroup taken as a whole.

Condensed Consolidating Statements of Income and Comprehensive Income



	Three months ended March 31, 2016
In millions of dollars	Citigroup parent company			CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Revenues
Dividends from subsidiaries	$	2,800		$	—		$	—		$	(2,800	)	$	—
Interest revenue	2			1,146			13,019			—			14,167
Interest revenue—intercompany	872			136			(1,008		)	—			—
Interest expense	1,070			364			1,506			—			2,940
Interest expense—intercompany	41			429			(470		)	—			—
Net interest revenue	$	(237	)	$	489		$	10,975		$	—		$	11,227
Commissions and fees	$	—		$	960		$	1,503		$	—		$	2,463
Commissions and fees—intercompany	(2		)	(6		)	8			—			—
Principal transactions	(209		)	(137		)	2,186			—			1,840
Principal transactions—intercompany	258			748			(1,006		)	—			—
Other income	(3,094		)	76			5,043			—			2,025
Other income—intercompany	3,260			(140		)	(3,120		)	—			—
Total non-interest revenues	$	213		$	1,501		$	4,614		$	—		$	6,328
Total revenues, net of interest expense	$	2,776		$	1,990		$	15,589		$	(2,800	)	$	17,555
Provisions for credit losses and for benefits and claims	$	—		$	—		$	2,045		$	—		$	2,045
Operating expenses
Compensation and benefits	$	8		$	1,289		$	4,259		$	—		$	5,556
Compensation and benefits—intercompany	3			—			(3		)	—			—
Other operating	267			386			4,314			—			4,967
Other operating—intercompany	1			307			(308		)	—			—
Total operating expenses	$	279		$	1,982		$	8,262		$	—		$	10,523
Income (loss) before income taxes and equity in undistributed income of subsidiaries	$	2,497		$	8		$	5,282		$	(2,800	)	$	4,987
Provision (benefit) for income taxes	(60		)	37			1,502			—			1,479
Equity in undistributed income of subsidiaries	944			—			—			(944		)	—
Income (loss) from continuing operations	$	3,501		$	(29	)	$	3,780		$	(3,744	)	$	3,508
Loss from discontinued operations, net of taxes	—			—			(2		)	—			(2		)
Net income (loss) before attribution of noncontrolling interests	$	3,501		$	(29	)	$	3,778		$	(3,744	)	$	3,506
Net income attributable to noncontrolling interests	—			2			3			—			5
Net income (loss) after attribution of noncontrolling interests	$	3,501		$	(31	)	$	3,775		$	(3,744	)	$	3,501
Comprehensive income
Other comprehensive income (loss)	$	2,733		$	47		$	3,039		$	(3,086	)	$	2,733
Comprehensive income	$	6,234		$	16		$	6,814		$	(6,830	)	$	6,234

Condensed Consolidating Statements of Income and Comprehensive Income



	Three months ended March 31, 2015
In millions of dollars	Citigroup parent company			CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Revenues
Dividends from subsidiaries	$	1,100		$	—		$	—		$	(1,100	)	$	—
Interest revenue	3			1,007			13,590			—			14,600
Interest revenue—intercompany	672			53			(725		)	—			—
Interest expense	1,155			228			1,645			—			3,028
Interest expense—intercompany	(176		)	297			(121		)	—			—
Net interest revenue	$	(304	)	$	535		$	11,341		$	—		$	11,572
Commissions and fees	$	—		$	1,345		$	1,825		$	—		$	3,170
Commissions and fees—intercompany	—			59			(59		)	—			—
Principal transactions	(333		)	1,316			988			—			1,971
Principal transactions—intercompany	(329		)	(259		)	588			—			—
Other income	2,015			98			910			—			3,023
Other income—intercompany	(1,420		)	493			927			—			—
Total non-interest revenues	$	(67	)	$	3,052		$	5,179		$	—		$	8,164
Total revenues, net of interest expense	$	729		$	3,587		$	16,520		$	(1,100	)	$	19,736
Provisions for credit losses and for benefits and claims	$	—		$	—		$	1,915		$	—		$	1,915
Operating expenses
Compensation and benefits	$	35		$	1,268		$	4,217		$	—		$	5,520
Compensation and benefits—intercompany	7			—			(7		)	—			—
Other operating	149			457			4,758			—			5,364
Other operating—intercompany	57			405			(462		)	—			—
Total operating expenses	$	248		$	2,130		$	8,506		$	—		$	10,884
Income (loss) before income taxes and equity in undistributed income of subsidiaries	$	481		$	1,457		$	6,099		$	(1,100	)	$	6,937
Provision (benefit) for income taxes	(629		)	524			2,225			—			2,120
Equity in undistributed income of subsidiaries	3,660			—			—			(3,660		)	—
Income (loss) from continuing operations	$	4,770		$	933		$	3,874		$	(4,760	)	$	4,817
Loss from discontinued operations, net of taxes	—			—			(5		)	—			(5		)
Net income (loss) before attribution of noncontrolling interests	$	4,770		$	933		$	3,869		$	(4,760	)	$	4,812
Net income attributable to noncontrolling interests	—			(2		)	44			—			42
Net income (loss) after attribution of noncontrolling interests	$	4,770		$	935		$	3,825		$	(4,760	)	$	4,770
Comprehensive income
Other comprehensive income (loss)	$	(1,475	)	$	(38	)	$	(1,586	)	$	1,624		$	(1,475	)
Comprehensive income	$	3,295		$	897		$	2,239		$	(3,136	)	$	3,295

Condensed Consolidating Balance Sheet



	March 31, 2016
In millions of dollars	Citigroup parent company			CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Assets
Cash and due from banks	$	—		$	197		$	22,043		$	—		$	22,240
Cash and due from banks—intercompany	363			1,871			(2,234		)	—			—
Federal funds sold and resale agreements	—			186,860			38,233			—			225,093
Federal funds sold and resale agreements—intercompany	—			7,479			(7,479		)	—			—
Trading account assets	(4		)	139,392			134,359			—			273,747
Trading account assets—intercompany	759			1,432			(2,191		)	—			—
Investments	458			355			352,439			—			353,252
Loans, net of unearned income	—			1,063			617,761			—			618,824
Loans, net of unearned income—intercompany	—			—			—			—			—
Allowance for loan losses	—			(4		)	(12,708		)	—			(12,712		)
Total loans, net	$	—		$	1,059		$	605,053		$	—		$	606,112
Advances to subsidiaries	$	113,515		$	—		$	(113,515	)	$	—		$	—
Investments in subsidiaries	227,612			—			—			(227,612		)	—
Other assets ⁽¹⁾	26,474			40,830			253,219			—			320,523
Other assets—intercompany	62,966			44,693			(107,659		)	—			—
Total assets	$	432,143		$	424,168		$	1,172,268		$	(227,612	)	$	1,800,967
Liabilities and equity
Deposits	$	—		$	—		$	934,591		$	—		$	934,591
Deposits—intercompany	—			—			—			—			—
Federal funds purchased and securities loaned or sold	—			133,899			23,309			—			157,208
Federal funds purchased and securities loaned or sold—intercompany	185			22,679			(22,864		)	—			—
Trading account liabilities	—			79,313			56,833			—			136,146
Trading account liabilities—intercompany	587			1,290			(1,877		)	—			—
Short-term borrowings	45			530			20,318			—			20,893
Short-term borrowings—intercompany	—			38,627			(38,627		)	—			—
Long-term debt	148,892			4,025			54,918			—			207,835
Long-term debt—intercompany	—			48,642			(48,642		)	—			—
Advances from subsidiaries	42,379			—			(42,379		)	—			—
Other liabilities	3,957			54,921			56,655			—			115,533
Other liabilities—intercompany	8,576			11,223			(19,799		)	—			—
Stockholders’ equity	227,522			29,019			199,832			(227,612		)	228,761
Total liabilities and equity	$	432,143		$	424,168		$	1,172,268		$	(227,612	)	$	1,800,967


(1)	Other assets for Citigroup parent company at March 31, 2016 included $22.8 billion of placements to Citibank and its branches, of which $16.8 billion had a remaining term of less than 30 days.

Condensed Consolidating Balance Sheet



	December 31, 2015
In millions of dollars	Citigroup parent company			CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Assets
Cash and due from banks	$	—		$	592		$	20,308		$	—		$	20,900
Cash and due from banks—intercompany	124			1,403			(1,527		)	—			—
Federal funds sold and resale agreements	—			178,178			41,497			—			219,675
Federal funds sold and resale agreements—intercompany	—			15,035			(15,035		)	—			—
Trading account assets	(8		)	124,731			125,233			—			249,956
Trading account assets—intercompany	1,032			1,765			(2,797		)	—			—
Investments	484			402			342,069			—			342,955
Loans, net of unearned income	—			1,068			616,549			—			617,617
Loans, net of unearned income—intercompany	—			—			—			—			—
Allowance for loan losses	—			(3		)	(12,623		)	—			(12,626		)
Total loans, net	$	—		$	1,065		$	603,926		$	—		$	604,991
Advances to subsidiaries	$	104,405		$	—		$	(104,405	)	$	—		$	—
Investments in subsidiaries	221,362			—			—			(221,362		)	—
Other assets⁽¹⁾	25,819			36,860			230,054			—			292,733
Other assets—intercompany	58,207			30,737			(88,944		)	—			—
Total assets	$	411,425		$	390,768		$	1,150,379		$	(221,362	)	$	1,731,210
Liabilities and equity
Deposits	$	—		$	—		$	907,887		$	—		$	907,887
Deposits—intercompany	—			—			—			—			—
Federal funds purchased and securities loaned or sold	—			122,459			24,037			—			146,496
Federal funds purchased and securities loaned or sold—intercompany	185			22,042			(22,227		)	—			—
Trading account liabilities	—			62,386			55,126			—			117,512
Trading account liabilities—intercompany	1,036			2,045			(3,081		)	—			—
Short-term borrowings	146			188			20,745			—			21,079
Short-term borrowings—intercompany	—			34,916			(34,916		)	—			—
Long-term debt	141,914			2,530			56,831			—			201,275
Long-term debt—intercompany	—			51,171			(51,171		)	—			—
Advances from subsidiaries	36,453			—			(36,453		)	—			—
Other liabilities	3,560			55,482			54,827			—			113,869
Other liabilities—intercompany	6,274			10,967			(17,241		)	—			—
Stockholders’ equity	221,857			26,582			196,015			(221,362		)	223,092
Total liabilities and equity	$	411,425		$	390,768		$	1,150,379		$	(221,362	)	$	1,731,210


(1)	Other assets for Citigroup parent company at December 31, 2015 included 21.8 billion of placements to Citibank and its branches, of which 13.9 billion had a remaining term of less than 30 days.

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 2016
In millions of dollars	Citigroup parent company			CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments		Citigroup consolidated
Net cash provided by (used in) operating activities of continuing operations	$	5,194		$	(2,833	)	$	(2,217	)	$	—	$	144
Cash flows from investing activities of continuing operations
Purchases of investments	$	—		$	—		$	(59,715	)	$	—	$	(59,715	)
Proceeds from sales of investments	—			—			39,268			—		39,268
Proceeds from maturities of investments	26			—			16,518			—		16,544
Change in deposits with banks	—			(7,380		)	(16,472		)	—		(23,852		)
Change in loans	—			—			(5,057		)	—		(5,057		)
Proceeds from sales and securitizations of loans	—			—			1,247			—		1,247
Proceeds from significant disposals	—			—			265			—		265
Change in federal funds sold and resales	—			(1,127		)	(4,291		)	—		(5,418		)
Changes in investments and advances—intercompany	(12,271		)	(6,052		)	18,323			—		—
Other investing activities	—			—			(472		)	—		(472		)
Net cash used in investing activities of continuing operations	$	(12,245	)	$	(14,559	)	$	(10,386	)	$	—	$	(37,190	)
Cash flows from financing activities of continuing operations
Dividends paid	$	(359	)	$	—		$	—		$	—	$	(359	)
Issuance of preferred stock	1,004			—			—			—		1,004
Treasury stock acquired	(1,312		)	—			—			—		(1,312		)
Proceeds (repayments) from issuance of long-term debt, net	2,448			1,527			(2,034		)	—		1,941
Proceeds (repayments) from issuance of long-term debt—intercompany, net	—			(2,692		)	2,692			—		—
Change in deposits	—			—			26,704			—		26,704
Change in federal funds purchased and repos	—			12,077			(1,365		)	—		10,712
Change in short-term borrowings	(109		)	342			(419		)	—		(186		)
Net change in short-term borrowings and other advances—intercompany	5,926			3,711			(9,637		)	—		—
Capital contributions from parent	—			2,500			(2,500		)	—		—
Other financing activities	(308		)	—			—			—		(308		)
Net cash provided by financing activities of continuing operations	$	7,290		$	17,465		$	13,441		$	—	$	38,196
Effect of exchange rate changes on cash and due from banks	$	—		$	—		$	190		$	—	$	190
Change in cash and due from banks	$	239		$	73		$	1,028		$	—	$	1,340
Cash and due from banks at beginning of period	124			1,995			18,781			—		20,900
Cash and due from banks at end of period	$	363		$	2,068		$	19,809		$	—	$	22,240
Supplemental disclosure of cash flow information for continuing operations
Cash paid during the year for income taxes	$	(231	)	$	20		$	899		$	—	$	688
Cash paid during the year for interest	1,036			637			1,021			—		2,694
Non-cash investing activities
Decrease in goodwill associated with significant disposals reclassified to HFS	$	—		$	—		$	(30	)	$	—	$	(30	)
Transfers to loans HFS from loans	—			—			3,200			—		3,200
Transfers to OREO and other repossessed assets	—			—			56			—		56

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 2015
In millions of dollars	Citigroup parent company			CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments		Citigroup consolidated
Net cash provided by (used in) operating activities of continuing operations	$	(1,688	)	$	(2,682	)	$	6,463		$	—	$	2,093
Cash flows from investing activities of continuing operations
Purchases of investments	$	—		$	—		$	(76,463	)	$	—	$	(76,463	)
Proceeds from sales of investments	—			—			56,928			—		56,928
Proceeds from maturities of investments	31			—			19,866			—		19,897
Change in deposits with banks	—			(1,453		)	(4,354		)	—		(5,807		)
Change in loans	—			—			6,831			—		6,831
Proceeds from sales and securitizations of loans	—			—			3,259			—		3,259
Change in federal funds sold and resales	—			3,929			(374		)	—		3,555
Changes in investments and advances—intercompany	(7,034		)	(12,268		)	19,302			—		—
Other investing activities	2			(20		)	(587		)	—		(605		)
Net cash provided by (used in) investing activities of continuing operations	$	(7,001	)	$	(9,812	)	$	24,408		$	—	$	7,595
Cash flows from financing activities of continuing operations
Dividends paid	$	(159	)	$	—		$	—		$	—	$	(159	)
Issuance of preferred stock	1,494			—			—			—		1,494
Treasury stock acquired	(297		)	—			—			—		(297		)
Proceeds (repayments) from issuance of long-term debt, net	1,515			(255		)	(5,049		)	—		(3,789		)
Proceeds (repayments) from issuance of long-term debt—intercompany, net	—			13,014			(13,014		)	—		—
Change in deposits	—			—			315			—		315
Change in federal funds purchased and repos	—			2,322			(389		)	—		1,933
Change in short-term borrowings	(400		)	795			(19,325		)	—		(18,930		)
Net change in short-term borrowings and other advances—intercompany	6,966			(2,545		)	(4,421		)	—		—
Other financing activities	(419		)	—			—			—		(419		)
Net cash provided by (used in) financing activities of continuing operations	$	8,700		$	13,331		$	(41,883	)	$	—	$	(19,852	)
Effect of exchange rate changes on cash and due from banks	$	—		$	—		$	(64	)	$	—	$	(64	)
Change in cash and due from banks	$	11		$	837		$	(11,076	)	$	—	$	(10,228	)
Cash and due from banks at beginning of period	125			1,751			30,232			—		32,108
Cash and due from banks at end of period	$	136		$	2,588		$	19,156		$	—	$	21,880
Supplemental disclosure of cash flow information for continuing operations
Cash paid during the year for income taxes	$	4		$	44		$	1,052		$	—	$	1,100
Cash paid during the year for interest	1,206			210			1,492			—		2,908
Non-cash investing activities
Decrease in net loans associated with significant disposals reclassified to HFS	$	—		$	—		$	(8,735	)	$	—	$	(8,735	)
Decrease in investments associated with significant disposals reclassified to HFS	—			—			(1,499		)	—		(1,499		)
Decrease in goodwill and intangible assets associated with significant disposals reclassified to HFS	—			—			(184		)	—		(184		)
Transfers to loans HFS from loans	—			—			14,600			—		14,600
Transfers to OREO and other repossessed assets	—			—			88			—		88
Non-cash financing activities
Decrease in long-term debt due to deconsolidation of VIEs	$	—		$	—		$	(4,673	)	$	—	$	(4,673	)