CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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, 2019 and 2018, Condensed Consolidating Balance Sheet as of March 31, 2019 and December 31, 2018 and Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2019 and 2018 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 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, 2019
In millions of dollars	Citigroup parent company			CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Revenues
Dividends from subsidiaries	$	9,167		$	—		$	—		$	(9,167	)	$	—
Interest revenue	—			2,572			16,504			—			19,076
Interest revenue—intercompany	1,325			503			(1,828		)	—			—
Interest expense	1,271			1,824			4,222			—			7,317
Interest expense—intercompany	312			1,075			(1,387		)	—			—
Net interest revenue	$	(258	)	$	176		$	11,841		$	—		$	11,759
Commissions and fees	$	—		$	1,307		$	1,619		$	—		$	2,926
Commissions and fees—intercompany	(1		)	121			(120		)	—			—
Principal transactions	(825		)	(1,034		)	4,663			—			2,804
Principal transactions—intercompany	447			2,036			(2,483		)	—			—
Other income	319			99			669			—			1,087
Other income—intercompany	(34		)	42			(8		)	—			—
Total non-interest revenues	$	(94	)	$	2,571		$	4,340		$	—		$	6,817
Total revenues, net of interest expense	$	8,815		$	2,747		$	16,181		$	(9,167	)	$	18,576
Provisions for credit losses and for benefits and claims	$	—		$	—		$	1,980		$	—		$	1,980
Operating expenses
Compensation and benefits	$	33		$	1,284		$	4,341		$	—		$	5,658
Compensation and benefits—intercompany	26			—			(26		)	—			—
Other operating	5			553			4,368			—			4,926
Other operating—intercompany	5			582			(587		)	—			—
Total operating expenses	$	69		$	2,419		$	8,096		$	—		$	10,584
Equity in undistributed income of subsidiaries	$	(4,203	)	$	—		$	—		$	4,203		$	—
Income (loss) from continuing operations before income taxes	$	4,543		$	328		$	6,105		$	(4,964	)	$	6,012
Provision (benefit) for income taxes	(167		)	140			1,302			—			1,275
Income (loss) from continuing operations	$	4,710		$	188		$	4,803		$	(4,964	)	$	4,737
Loss from discontinued operations, net of taxes	—			—			(2		)	—			(2		)
Net income before attribution of noncontrolling interests	$	4,710		$	188		$	4,801		$	(4,964	)	$	4,735
Noncontrolling interests	—			—			25			—			25
Net income (loss)	$	4,710		$	188		$	4,776		$	(4,964	)	$	4,710
Comprehensive income
Add: Other comprehensive income (loss)	$	862		$	(289	)	$	999		$	(710	)	$	862
Total Citigroup comprehensive income (loss)	$	5,572		$	(101	)	$	5,775		$	(5,674	)	$	5,572
Add: Other comprehensive income attributable to noncontrolling interests	$	—		$	—		$	(13	)	$	—		$	(13	)
Add: Net income attributable to noncontrolling interests	—			—			25			—			25
Total comprehensive income (loss)	$	5,572		$	(101	)	$	5,787		$	(5,674	)	$	5,584

Condensed Consolidating Statements of Income and Comprehensive Income



	Three Months Ended March 31, 2018
In millions of dollars	Citigroup parent company				CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Revenues
Dividends from subsidiaries	$	5,585			$	—		$	—		$	(5,585	)	$	—
Interest revenue	52				1,656			14,624			—			16,332
Interest revenue—intercompany	1,130				383			(1,513		)	—			—
Interest expense	1,238				1,013			2,909			—			5,160
Interest expense—intercompany	259				772			(1,031		)	—			—
Net interest revenue	$	(315	)		$	254		$	11,233		$	—		$	11,172
Commissions and fees	$	—			$	1,252		$	1,778		$	—		$	3,030
Commissions and fees—intercompany	—				—			—			—			—
Principal transactions	1,031				921			1,290			—			3,242
Principal transactions—intercompany	(386		)		192			194			—			—
Other income	(928		)		153			2,203			—			1,428
Other income—intercompany	55				55			(110		)	—			—
Total non-interest revenues	$	(228	)		$	2,573		$	5,355		$	—		$	7,700
Total revenues, net of interest expense	$	5,042			$	2,827		$	16,588		$	(5,585	)	$	18,872
Provisions for credit losses and for benefits and claims	$	—			$	—		$	1,857		$	—		$	1,857
Operating expenses
Compensation and benefits	$	134			$	1,265		$	4,408		$	—		$	5,807
Compensation and benefits—intercompany	34				—			(34		)	—			—
Other operating	43				550			4,525			—			5,118
Other operating—intercompany	12				582			(594		)	—			—
Total operating expenses	$	223			$	2,397		$	8,305		$	—		$	10,925
Equity in undistributed income of subsidiaries	$	(446	)		$	—		$	—		$	446		$	—
Income (loss) from continuing operations before income taxes	$	4,373			$	430		$	6,426		$	(5,139	)	$	6,090
Provision (benefit) for income taxes	(247		)	—	65			1,623			—			1,441
Income (loss) from continuing operations	$	4,620			$	365		$	4,803		$	(5,139	)	$	4,649
Loss from discontinued operations, net of taxes	—				—			(7		)	—			(7		)
Net income (loss) before attribution of noncontrolling interests	$	4,620			$	365		$	4,796		$	(5,139	)	$	4,642
Noncontrolling interests	—				—			22			—			22
Net income (loss)	$	4,620			$	365		$	4,774		$	(5,139	)	$	4,620
Comprehensive income
Add: Other comprehensive income (loss)	$	52			$	82		$	(3,156	)	$	3,074		$	52
Total Citigroup comprehensive income (loss)	$	4,672			$	447		$	1,618		$	(2,065	)	$	4,672
Add: Other comprehensive income attributable to noncontrolling interests	$	—			$	—	—	$	14		$	—		$	14
Add: Net income attributable to noncontrolling interests	—				—		—	22			—			22
Total comprehensive income (loss)	$	4,672			$	447		$	1,654		$	(2,065	)	$	4,708

Condensed Consolidating Balance Sheet



	March 31, 2019
In millions of dollars	Citigroup parent company		CGMHI		Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Assets
Cash and due from banks	$	1	$	963	$	23,484		$	—		$	24,448
Cash and due from banks—intercompany	11		3,953		(3,964		)	—			—
Deposits with banks	—		5,287		176,158			—			181,445
Deposits with banks—intercompany	3,000		6,235		(9,235		)	—			—
Federal funds sold and resale agreements	—		210,012		54,483			—			264,495
Federal funds sold and resale agreements—intercompany	—		16,034		(16,034		)	—			—
Trading account assets	296		163,582		122,633			—			286,511
Trading account assets—intercompany	825		1,770		(2,595		)	—			—
Investments	5		241		349,035			—			349,281
Loans, net of unearned income	—		1,731		680,615			—			682,346
Loans, net of unearned income—intercompany	—		—		—			—			—
Allowance for loan losses	—		—		(12,329		)	—			(12,329		)
Total loans, net	$	—	$	1,731	$	668,286		$	—		$	670,017
Advances to subsidiaries	$	142,884	$	—	$	(142,884	)	$	—		$	—
Investments in subsidiaries	201,016		—		—			(201,016		)	—
Other assets⁽¹⁾	11,957		63,919		106,340			—			182,216
Other assets—intercompany	3,734		50,591		(54,325		)	—			—
Total assets	$	363,729	$	524,318	$	1,271,382		$	(201,016	)	$	1,958,413
Liabilities and equity
Deposits	$	—	$	—	$	1,030,355		$	—		$	1,030,355
Deposits—intercompany	—		—		—			—			—
Federal funds purchased and securities loaned and sold	—		163,595		26,777			—			190,372
Federal funds purchased and securities loaned and sold—intercompany	—		28,561		(28,561		)	—			—
Trading account liabilities	14		94,159		42,219			—			136,392
Trading account liabilities—intercompany	1,863		1,919		(3,782		)	—			—
Short-term borrowings	234		6,485		32,603			—			39,322
Short-term borrowings—intercompany	—		20,468		(20,468		)	—			—
Long-term debt	149,830		30,542		63,194			—			243,566
Long-term debt—intercompany	—		73,094		(73,094		)	—			—
Advances from subsidiaries	11,634		—		(11,634		)	—			—
Other liabilities	3,308		62,484		55,599			—			121,391
Other liabilities—intercompany	594		10,443		(11,037		)	—			—
Stockholders’ equity	196,252		32,568		169,211			(201,016		)	197,015
Total liabilities and equity	$	363,729	$	524,318	$	1,271,382		$	(201,016	)	$	1,958,413


(1)	Other assets for Citigroup parent company at March 31, 2019 included $47.4 billion of placements to Citibank and its branches, of which $35.8 billion had a remaining term of less than 30 days.

Condensed Consolidating Balance Sheet



	December 31, 2018
In millions of dollars	Citigroup parent company		CGMHI		Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Assets
Cash and due from banks	$	1	$	689	$	22,955		$	—		$	23,645
Cash and due from banks—intercompany	19		3,545		(3,564		)	—			—
Deposits with banks	—		4,915		159,545			—			164,460
Deposits with banks—intercompany	3,000		6,528		(9,528		)	—			—
Federal funds sold and resale agreements	—		212,720		57,964			—			270,684
Federal funds sold and resale agreements—intercompany	—		20,074		(20,074		)	—			—
Trading account assets	302		146,233		109,582			—			256,117
Trading account assets—intercompany	627		1,728		(2,355		)	—			—
Investments	7		224		358,376			—			358,607
Loans, net of unearned income	—		1,292		682,904			—			684,196
Loans, net of unearned income—intercompany	—		—		—			—			—
Allowance for loan losses	—		—		(12,315		)	—			(12,315		)
Total loans, net	$	—	$	1,292	$	670,589		$	—		$	671,881
Advances to subsidiaries	$	143,119	$	—	$	(143,119	)	$	—		$	—
Investments in subsidiaries	205,337		—		—			(205,337		)	—
Other assets⁽¹⁾	9,861		59,734		102,394			—			171,989
Other assets—intercompany	3,037		44,255		(47,292		)	—			—
Total assets	$	365,310	$	501,937	$	1,255,473		$	(205,337	)	$	1,917,383
Liabilities and equity
Deposits	$	—	$	—	$	1,013,170		$	—		$	1,013,170
Deposits—intercompany	—		—		—			—			—
Federal funds purchased and securities loaned and sold	—		155,830		21,938			—			177,768
Federal funds purchased and securities loaned and sold—intercompany	—		21,109		(21,109		)	—			—
Trading account liabilities	1		95,571		48,733			—			144,305
Trading account liabilities—intercompany	410		1,398		(1,808		)	—			—
Short-term borrowings	207		3,656		28,483			—			32,346
Short-term borrowings—intercompany	—		11,343		(11,343		)	—			—
Long-term debt	143,768		25,986		62,245			—			231,999
Long-term debt—intercompany	—		73,884		(73,884		)	—			—
Advances from subsidiaries	21,471		—		(21,471		)	—			—
Other liabilities	3,010		66,732		50,979			—			120,721
Other liabilities—intercompany	223		13,763		(13,986		)	—			—
Stockholders’ equity	196,220		32,665		173,526			(205,337		)	197,074
Total liabilities and equity	$	365,310	$	501,937	$	1,255,473		$	(205,337	)	$	1,917,383


(1)	Other assets for Citigroup parent company at December 31, 2018 included $34.7 billion of placements to Citibank and its branches, of which $22.4 billion had a remaining term of less than 30 days.

Condensed Consolidating Statement of Cash Flows



	Three Months Ended March 31, 2019
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	$	10,950		$	(30,786	)	$	(17,780	)	$	—	$	(37,616	)
Cash flows from investing activities of continuing operations
Purchases of investments	$	—		$	—		$	(69,673	)	$	—	$	(69,673	)
Proceeds from sales of investments	—			—			31,436			—		31,436
Proceeds from maturities of investments	—			—			47,363			—		47,363
Change in loans	—			—			(892		)	—		(892		)
Proceeds from sales and securitizations of loans	—			—			2,062			—		2,062
Change in federal funds sold and resales	—			6,748			(559		)	—		6,189
Changes in investments and advances—intercompany	(106		)	(6,636		)	6,742			—		—
Other investing activities	—			(17		)	(425		)	—		(442		)
Net cash provided by (used in) investing activities of continuing operations	$	(106	)	$	95		$	16,054		$	—	$	16,043
Cash flows from financing activities of continuing operations
Dividends paid	$	(1,320	)	$	—		$	—		$	—	$	(1,320	)
Redemption of preferred stock	(480		)	—			—			—		(480		)
Treasury stock acquired	(4,055		)	—			—			—		(4,055		)
Proceeds (repayments) from issuance of long-term debt, net	5,199			5,576			(1,791		)	—		8,984
Proceeds (repayments) from issuance of long-term debt—intercompany, net	—			(1,295		)	1,295			—		—
Change in deposits	—			—			17,186			—		17,186
Change in federal funds purchased and repos	—			15,217			(2,613		)	—		12,604
Change in short-term borrowings	—			2,829			4,147			—		6,976
Net change in short-term borrowings and other advances—intercompany	(9,838		)	9,125			713			—		—
Other financing activities	(358		)	—			—			—		(358		)
Net cash provided by (used in) financing activities of continuing operations	$	(10,852	)	$	31,452		$	18,937		$	—	$	39,537
Effect of exchange rate changes on cash and due from banks	$	—		$	—		$	(176	)	$	—	$	(176	)
Change in cash and due from banks and deposits with banks	$	(8	)	$	761		$	17,035		$	—	$	17,788
Cash and due from banks and deposits with banks at beginning of period	3,020			15,677			169,408			—		188,105
Cash and due from banks and deposits with banks at end of period	$	3,012		$	16,438		$	186,443		$	—	$	205,893
Cash and due from banks	$	12		$	4,916		$	19,520		$	—	$	24,448
Deposits with banks	3,000			11,522			166,923			—		181,445
Cash and due from banks and deposits with banks at end of period	$	3,012		$	16,438		$	186,443		$	—	$	205,893
Supplemental disclosure of cash flow information for continuing operations
Cash paid during the year for income taxes	$	306		$	57		$	962		$	—	$	1,325
Cash paid during the year for interest	956			2,694			3,281			—		6,931
Non-cash investing activities
Transfers to loans HFS from loans	$	—		$	—		$	2,000		$	—	$	2,000
Transfers to OREO and other repossessed assets	—			—			36			—		36

Condensed Consolidating Statement of Cash Flows



	Three Months Ended March 31, 2018
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	$	5,268		$	7,046		$	(5,358	)	$	—	$	6,956
Cash flows from investing activities of continuing operations
Purchases of investments	$	(7,955	)	$	—		$	(33,075	)	$	—	$	(41,030	)
Proceeds from sales of investments	—			—			20,688			—		20,688
Proceeds from maturities of investments	—			—			21,509			—		21,509
Change in loans	—			—			(8,717		)	—		(8,717		)
Proceeds from sales and securitizations of loans	—			—			1,654			—		1,654
Proceeds from significant disposals	—			—			—			—		—
Change in federal funds sold and resales	—			(22,167		)	(3,242		)	—		(25,409		)
Changes in investments and advances—intercompany	(1,463		)	(3,603		)	5,066			—		—
Other investing activities	(729		)	(9		)	(81		)	—		(819		)
Net cash provided by (used in) investing activities of continuing operations	$	(10,147	)	$	(25,779	)	$	3,802		$	—	$	(32,124	)
Cash flows from financing activities of continuing operations
Dividends paid	$	(1,095	)	$	—		$	—		$	—	$	(1,095	)
Redemption of preferred stock	(97		)	—			—			—		(97		)
Treasury stock acquired	(2,378		)	—			—			—		(2,378		)
Proceeds from issuance of long-term debt, net	699			2,004			184			—		2,887
Proceeds (repayments) from issuance of long-term debt—intercompany, net	—			(412		)	412			—		—
Change in deposits	—			—			41,397			—		41,397
Change in federal funds purchased and repos	—			11,359			4,123			—		15,482
Change in short-term borrowings	—			(409		)	(7,949		)	—		(8,358		)
Net change in short-term borrowings and other advances—intercompany	14			8,226			(8,240		)	—		—
Capital contributions from parent	—			(585		)	585			—		—
Other financing activities	(261		)	—			(214		)	—		(475		)
Net cash provided by (used in) financing activities of continuing operations	$	(3,118	)	$	20,183		$	30,298		$	—	$	47,363
Effect of exchange rate changes on cash and due from banks	$	—		$	—		$	(7	)	$	—	$	(7	)
Change in cash and due from banks and deposits with banks	$	(7,997	)	$	1,450		$	28,735		$	—	$	22,188
Cash and due from banks and deposits with banks at beginning of period	11,013			12,695			156,808			—		180,516
Cash and due from banks and deposits with banks at end of period	$	3,016		$	14,145		$	185,543		$	—	$	202,704
Cash and due from banks	$	16		$	5,648		$	16,186		$	—	$	21,850
Deposits with banks	3,000			8,497			169,357			—		180,854
Cash and due from banks and deposits with banks at end of period	$	3,016		$	14,145		$	185,543		$	—	$	202,704
Supplemental disclosure of cash flow information for continuing operations
Cash paid (received) during the year for income taxes	$	(266	)	$	29		$	975		$	—	$	738
Cash paid during the year for interest	883			1,627			2,076			—		4,586
Non-cash investing activities
Transfers to loans HFS from loans	$	—		$	—		$	900		$	—	$	900
Transfers to OREO and other repossessed assets	—			—			26			—		26