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, 2017 and 2016, Condensed Consolidating Balance Sheet as of March 31, 2017 and December 31, 2016 and Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2017 and 2016 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, 2017
In millions of dollars	Citigroup parent company				CGMHI				Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Revenues
Dividends from subsidiaries	$	3,750			$	—			$	—		$	(3,750	)	$	—
Interest revenue	1				1,027				13,395			—			14,423
Interest revenue—intercompany	793				157				(950		)	—			—
Interest expense	1,218				396				1,952			—			3,566
Interest expense—intercompany	90				426				(516		)	—			—
Net interest revenue	$	(514	)		$	362			$	11,009		$	—		$	10,857
Commissions and fees	$	—			$	1,255			$	1,504		$	—		$	2,759
Commissions and fees—intercompany	—				2				(2		)	—			—
Principal transactions	(163		)		1,606				1,579			—			3,022
Principal transactions—intercompany	204				(682		)		478			—			—
Other income	(39		)		74				1,447			—			1,482
Other income—intercompany	(123		)		34				89			—			—
Total non-interest revenues	$	(121	)		$	2,289			$	5,095		$	—		$	7,263
Total revenues, net of interest expense	$	3,115			$	2,651			$	16,104		$	(3,750	)	$	18,120
Provisions for credit losses and for benefits and claims	$	—			$	—			$	1,662		$	—		$	1,662
Operating expenses
Compensation and benefits	$	(14	)		$	1,262			$	4,286		$	—		$	5,534
Compensation and benefits—intercompany	31				—				(31		)	—			—
Other operating	28				406				4,509			—			4,943
Other operating—intercompany	(59		)		468				(409		)	—			—
Total operating expenses	$	(14	)		$	2,136			$	8,355		$	—		$	10,477
Equity in undistributed income of subsidiaries	587				—				—			(587		)	—
Income (loss) from continuing operations before income taxes	$	3,716			$	515			$	6,087		$	(4,337	)	$	5,981
Provision (benefit) for income taxes	(374		)		215				2,022			—			1,863
Income (loss) from continuing operations	$	4,090			$	300			$	4,065		$	(4,337	)	$	4,118
Loss from discontinued operations, net of taxes	—				—				(18		)	—			(18		)
Net income (loss) before attribution of noncontrolling interests	$	4,090			$	300			$	4,047		$	(4,337	)	$	4,100
Noncontrolling interests	—				—				10			—			10
Net income (loss)	$	4,090			$	300			$	4,037		$	(4,337	)	$	4,090
Comprehensive income
Add: Other comprehensive income (loss)	1,464				(20		)		(3,721		)	3,741			1,464
Total Citigroup comprehensive income (loss)	$	5,554			$	280			$	316		$	(596	)	$	5,554
Add: Other comprehensive income attributable to noncontrolling interests	—			—	—			—	31			—			31
Add: Net income attributable to noncontrolling interests	—			—	—			—	10			—			10
Total comprehensive income (loss)	$	5,554			$	280			$	357		$	(596	)	$	5,595

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
Equity in undistributed income of subsidiaries	944			—			—			(944		)	—
Income (loss) from continuing operations before income taxes	$	3,441		$	8		$	5,282		$	(3,744	)	$	4,987
Provision (benefit) for income taxes	(60		)	37			1,502			—			1,479
Income (loss) from continuing operations	$	3,501		$	(29	)	$	3,780		$	(3,744	)	$	3,508
Income 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
Noncontrolling interests	—			2			3			—			5
Net income (loss)	$	3,501		$	(31	)	$	3,775		$	(3,744	)	$	3,501
Comprehensive income
Add: Other comprehensive income (loss)	$	2,733		$	47		$	(534	)	$	487		$	2,733
Total Citigroup comprehensive income (loss)	$	6,234		$	16		$	3,241		$	(3,257	)	$	6,234
Add: Other comprehensive income attributable to noncontrolling interests	—			—			27			—			27
Add: Net income attributable to noncontrolling interests	—			2			3			—			5
Total comprehensive income (loss)	$	6,234		$	18		$	3,271		$	(3,257	)	$	6,266

Condensed Consolidating Balance Sheet



	March 31, 2017
In millions of dollars	Citigroup parent company		CGMHI		Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Assets
Cash and due from banks	$	—	$	480	$	21,792		$	—		$	22,272
Cash and due from banks—intercompany	352		3,167		(3,519		)	—			—
Federal funds sold and resale agreements	—		196,387		46,542			—			242,929
Federal funds sold and resale agreements—intercompany	—		14,742		(14,742		)	—			—
Trading account assets	1		128,414		116,488			—			244,903
Trading account assets—intercompany	991		3,173		(4,164		)	—			—
Investments	43		217		345,573			—			345,833
Loans, net of unearned income	—		1,269		627,326			—			628,595
Loans, net of unearned income—intercompany	—		—		—			—			—
Allowance for loan losses	—		—		(12,030		)	—			(12,030		)
Total loans, net	$	—	$	1,269	$	615,296		$	—		$	616,565
Advances to subsidiaries	$	143,808	$	—	$	(143,808	)	$	—		$	—
Investments in subsidiaries	228,432		—		—			(228,432		)	—
Other assets ⁽¹⁾	23,924		51,968		273,241			—			349,133
Other assets—intercompany	8,229		58,770		(66,999		)	—			—
Total assets	$	405,780	$	458,587	$	1,185,700		$	(228,432	)	$	1,821,635
Liabilities and equity
Deposits	$	—	$	—	$	949,990		$	—		$	949,990
Deposits—intercompany	—		—		—			—			—
Federal funds purchased and securities loaned or sold	—		128,196		20,034			—			148,230
Federal funds purchased and securities loaned or sold—intercompany	—		20,807		(20,807		)	—			—
Trading account liabilities	7		94,791		49,272			—			144,070
Trading account liabilities—intercompany	819		2,834		(3,653		)	—			—
Short-term borrowings	—		1,961		24,166			—			26,127
Short-term borrowings—intercompany	—		65,562		(65,562		)	—			—
Long-term debt	141,626		15,017		51,887			—			208,530
Long-term debt—intercompany	—		28,781		(28,781		)	—			—
Advances from subsidiaries	26,357		—		(26,357		)	—			—
Other liabilities	3,346		66,324		45,865			—			115,535
Other liabilities—intercompany	5,493		1,263		(6,756		)	—			—
Stockholders’ equity	228,132		33,051		196,402			(228,432		)	229,153
Total liabilities and equity	$	405,780	$	458,587	$	1,185,700		$	(228,432	)	$	1,821,635


(1)	Other assets for Citigroup parent company at March 31, 2017 included $18.2 billion of placements to Citibank and its branches, of which $8.3 billion had a remaining term of less than 30 days.

Condensed Consolidating Balance Sheet



	December 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	$	—	$	870	$	22,173		$	—		$	23,043
Cash and due from banks—intercompany	142		3,820		(3,962		)	—			—
Federal funds sold and resale agreements	—		196,236		40,577			—			236,813
Federal funds sold and resale agreements—intercompany	—		12,270		(12,270		)	—			—
Trading account assets	6		121,484		122,435			—			243,925
Trading account assets—intercompany	1,173		907		(2,080		)	—			—
Investments	173		335		352,796			—			353,304
Loans, net of unearned income	—		575		623,794			—			624,369
Loans, net of unearned income—intercompany	—		—		—			—			—
Allowance for loan losses	—		—		(12,060		)	—			(12,060		)
Total loans, net	$	—	$	575	$	611,734		$	—		$	612,309
Advances to subsidiaries	$	143,154	$	—	$	(143,154	)	$	—		$	—
Investments in subsidiaries	226,279		—		—			(226,279		)	—
Other assets⁽¹⁾	23,734		46,095		252,854			—			322,683
Other assets—intercompany	27,845		38,207		(66,052		)	—			—
Total assets	$	422,506	$	420,799	$	1,175,051		$	(226,279	)	$	1,792,077
Liabilities and equity
Deposits	$	—	$	—	$	929,406		$	—		$	929,406
Deposits—intercompany	—		—		—			—			—
Federal funds purchased and securities loaned or sold	—		122,320		19,501			—			141,821
Federal funds purchased and securities loaned or sold—intercompany	—		25,417		(25,417		)	—			—
Trading account liabilities	—		87,714		51,331			—			139,045
Trading account liabilities—intercompany	1,006		868		(1,874		)	—			—
Short-term borrowings	—		1,356		29,345			—			30,701
Short-term borrowings—intercompany	—		35,596		(35,596		)	—			—
Long-term debt	147,333		8,128		50,717			—			206,178
Long-term debt—intercompany	—		41,287		(41,287		)	—			—
Advances from subsidiaries	41,258		—		(41,258		)	—			—
Other liabilities	3,466		57,430		57,887			—			118,783
Other liabilities—intercompany	4,323		7,894		(12,217		)	—			—
Stockholders’ equity	225,120		32,789		194,513			(226,279		)	226,143
Total liabilities and equity	$	422,506	$	420,799	$	1,175,051		$	(226,279	)	$	1,792,077


(1)	Other assets for Citigroup parent company at December 31, 2016 included $20.7 billion of placements to Citibank and its branches, of which $6.8 billion had a remaining term of less than 30 days.

Condensed Consolidating Statement of Cash Flows



	Three months ended March 31, 2017
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	$	24,958		$	(3,405	)	$	(24,559	)	$	—	$	(3,006	)
Cash flows from investing activities of continuing operations
Purchases of investments	$	—		$	—		$	(41,584	)	$	—	$	(41,584	)
Proceeds from sales of investments	116			—			29,340			—		29,456
Proceeds from maturities of investments	—			—			24,006			—		24,006
Change in deposits with banks	—			6,514			(26,836		)	—		(20,322		)
Change in loans	—			—			(7,953		)	—		(7,953		)
Proceeds from sales and securitizations of loans	—			—			3,191			—		3,191
Proceeds from significant disposals	—			—			2,732			—		2,732
Change in federal funds sold and resales	—			(2,623		)	(3,493		)	—		(6,116		)
Changes in investments and advances—intercompany	(569		)	(5,007		)	5,576			—		—
Other investing activities	—			—			(653		)	—		(653		)
Net cash used in investing activities of continuing operations	$	(453	)	$	(1,116	)	$	(15,674	)	$	—	$	(17,243	)
Cash flows from financing activities of continuing operations
Dividends paid	$	(744	)	$	—		$	—		$	—	$	(744	)
Treasury stock acquired	(1,858		)	—			—			—		(1,858		)
Proceeds (repayments) from issuance of long-term debt, net	(6,395		)	5,175			938			—		(282		)
Proceeds (repayments) from issuance of long-term debt—intercompany, net	—			(12,506		)	12,506			—		—
Change in deposits	—			—			20,584			—		20,584
Change in federal funds purchased and repos	—			1,266			5,143			—		6,409
Change in short-term borrowings	—			605			(5,179		)	—		(4,574		)
Net change in short-term borrowings and other advances—intercompany	(14,901		)	8,938			5,963			—		—
Other financing activities	(397		)	—			—			—		(397		)
Net cash provided by (used in) financing activities of continuing operations	$	(24,295	)	$	3,478		$	39,955		$	—	$	19,138
Effect of exchange rate changes on cash and due from banks	$	—		$	—		$	340		$	—	$	340
Change in cash and due from banks	$	210		$	(1,043	)	$	62		$	—	$	(771	)
Cash and due from banks at beginning of period	142			4,690			18,211			—		23,043
Cash and due from banks at end of period	$	352		$	3,647		$	18,273		$	—	$	22,272
Supplemental disclosure of cash flow information for continuing operations
Cash paid (refund) during the year for income taxes	$	(139	)	$	64		$	988		$	—	$	913
Cash paid during the year for interest	1,153			822			1,275			—		3,250
Non-cash investing activities
Transfers to loans HFS from loans	—			—			2,800			—		2,800
Transfers to OREO and other repossessed assets	—			—			30			—		30

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	)	$	(2,899	)	$	—	$	(538	)
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			(1,352		)	—		2,623
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		$	14,123		$	—	$	38,878
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 (refund) 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