C » Topics » FORWARD-LOOKING STATEMENTS

This excerpt taken from the C DEF 14A filed Jun 18, 2009.

FORWARD-LOOKING STATEMENTS

This document and the information incorporated by reference in this document include forward-looking statements. These forward-looking statements are based on Citigroup management’s beliefs and assumptions and on information currently available to Citigroup’s management and involve external risks and uncertainties, including, but not limited to, those described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008. Forward-looking statements include information concerning Citigroup’s possible or assumed future results of operations and statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. Factors that could cause actual results to differ from these forward-looking statements include, but are not limited to, those discussed elsewhere in this document and the documents incorporated by reference in this document. You should not put undue reliance on any forward-looking statements. Except as required by applicable law or regulation, Citigroup does not have any intention or obligation to update forward-looking statements after it distributes this document.

References to “Citigroup,” “we,” and “us” shall refer to Citigroup Inc.

 

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Table of Contents
This excerpt taken from the C DEF 14A filed Jun 18, 2009.

FORWARD-LOOKING STATEMENTS

This document and the information incorporated by reference in this document include forward-looking statements. These forward-looking statements are based on Citigroup management’s beliefs and assumptions and on information currently available to Citigroup’s management and involve external risks and uncertainties, including, but not limited to, those described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008. Forward-looking statements include information concerning Citigroup’s possible or assumed future results of operations and statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. Factors that could cause actual results to differ from these forward-looking statements include, but are not limited to, those discussed elsewhere in this document and the documents incorporated by reference in this document. You should not put undue reliance on any forward-looking statements. Except as required by applicable law or regulation, Citigroup does not have any intention or obligation to update forward-looking statements after it distributes this document.

References to “Citigroup,” “we,” and “us” shall refer to Citigroup Inc.

 

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This excerpt taken from the C 8-K filed Sep 30, 2008.

Forward-Looking Statements

 

Certain statements in this document are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors. More information about these factors is contained in Citi’s filings with the Securities and Exchange Commission.

 

This press release does not constitute an offer of securities.  A registration statement relating to the securities has been filed with the Securities and Exchange Commission, and any offer of securities will be made pursuant to a prospectus filed with the Commission.

 

This excerpt taken from the C 10-Q filed Aug 3, 2007.
FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q, the Company uses certain forward-looking statements when describing future business conditions. The Company’s actual results may differ materially from those included in the forward-looking statements and are indicated by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may increase,” “may fluctuate,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” and “could.”

These forward-looking statements involve external risks and uncertainties including, but not limited, to those described in the Company’s 2006 Annual Report on Form 10-K section entitled “Risk Factors”: economic conditions; credit, market and liquidity risk; competition; country risk; operational risk; U.S. fiscal policies; reputational and legal risk; and certain regulatory considerations. Risks and uncertainties disclosed in this 10-Q include, but are not limited to:

·                  the effect a widening of credit spreads so far in the third quarter of 2007 may have on the sale of certain debt financing commitments that the Company has with clients;

·                  the expectation that the consumer credit environment will continue to deteriorate in the second half of 2007;

·                  the estimate that the Company’s consumer finance business in Japan will have net losses in 2007;

·                  the likely adjustment to price and terms of certain leveraged financing commitments; and

·                  the possible impact Basel II will have on capital standards in the U.S. and in countries where Citigroup has a significant presence.

 

 

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This excerpt taken from the C 10-Q filed May 4, 2007.

FORWARD-LOOKING STATEMENTS

        In this Quarterly Report on Form 10-Q, the Company uses certain forward-looking statements when describing future business conditions. The Company's actual results may differ materially from those included in the forward-looking statements and are indicated by words such as "believe," "expect," "anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar expressions, or future or conditional verbs such as "will," "should," "would," and "could."

        These forward-looking statements involve external risks and uncertainties including, but not limited, to those described in the Company's 2006 Annual Report on Form 10-K section entitled "Risk Factors": economic conditions; credit, market and liquidity risk; competition; country risk; operational risk; U.S. fiscal policies; reputational and legal risk; and certain regulatory considerations. Risks and uncertainties disclosed in this 10-Q include, but are not limited to:

    the effect that our Structural Expense Review will have on our expenses;

    the effect that possible amendments to, and interpretations of, risk-based capital guidelines and reporting instructions might have on Citigroup's reported capital ratios and net risk-adjusted assets; and

    the dividending capabilities of Citigroup's subsidiaries.

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Citigroup Inc.

TABLE OF CONTENTS

 
  Page No.

Financial Statements:

 

 
 
Consolidated Statement of Income (Unaudited)—Three Months Ended March 31, 2007 and 2006

 

80
 
Consolidated Balance Sheet—March 31, 2007 (Unaudited) and December 31, 2006

 

81
 
Consolidated Statement of Changes in Stockholders' Equity (Unaudited)—Three Months Ended March 31, 2007 and 2006

 

82
 
Consolidated Statement of Cash Flows (Unaudited)—Three Months Ended March 31, 2007 and 2006

 

83
 
Consolidated Balance Sheet—Citibank, N.A. and Subsidiaries March 31, 2007 (Unaudited) and December 31, 2006

 

84

Notes to Consolidated Financial Statements (Unaudited):

 

 
 
Note 1—Basis of Presentation

 

85
 
Note 2—Discontinued Operations

 

87
 
Note 3—Business Segments

 

89
 
Note 4—Interest Revenue and Expense

 

90
 
Note 5—Commissions and Fees

 

90
 
Note 6—Retirement Benefits

 

91
 
Note 7—Restructuring

 

92
 
Note 8—Earnings Per Share

 

93
 
Note 9—Trading Account Assets and Liabilities

 

93
 
Note 10—Goodwill and Intangible Assets

 

94
 
Note 11—Investments

 

95
 
Note 12—Debt

 

95
 
Note 13—Securitizations and Variable Interest Entities

 

98
 
Note 14—Changes in Accumulated Other Comprehensive Income (Loss)

 

102
 
Note 15—Derivatives Activities

 

102
 
Note 16—Fair Value

 

105
 
Note 17—Guarantees

 

111
 
Note 18—Contingencies

 

113
 
Note 19—Citibank, N.A. and Subsidiaries Statement of Changes in Stockholder's Equity

 

114
 
Note 20—Condensed Consolidating Financial Statement Schedules

 

115

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CONSOLIDATED FINANCIAL STATEMENTS

This excerpt taken from the C 10-K filed Feb 23, 2007.

FORWARD-LOOKING STATEMENTS

 

In this Annual Report on Form 10-K, the Company uses certain forward-looking statements when describing future business conditions. The Company’s actual results may differ materially from those included in the forward-looking statements and are indicated by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may increase,” “may fluctuate,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” and “could.”

These forward-looking statements involve external risks and uncertainties including, but not limited, to those described under “Risk Factors” on page 58. Other risks and uncertainties disclosed herein include, but are not limited to:

 

 

The Company’s ability to manage expenses and allocate capital in a disciplined manner;

 

Whether the Company’s investment initiatives, including recent and future targeted acquisitions, will generate a meaningful revenue contribution;

 

The Company’s ability to continue to re-weight its revenue mix towards International Consumer, CIB and Global Wealth Management;

 

The Company’s ability to establish a lower-cost platform for the consumer finance business in Japan;

 

The Company’s ability to accurately estimate probable losses inherent in the lending portfolio;

 

The Consumer businesses’ ability to expand their customer base;

 

The ability of U.S. Cards to grow managed receivables;

 

The ability of U.S. Retail Distribution to: generate increases in loans, deposits and accounts; continue to expand its footprint; continue to grow its Citibank Direct business; and expand cross-marketing opportunities with Primerica Financial Services;

 

The ability of U.S. Consumer Lending to generate earnings growth across its product lines;

 

The ability of U.S. Commercial Business to expand its portfolio through leveraging distribution channels in Smith Barney and the expanded Retail Branch network;

 

Whether Smith Barney will see continued asset and revenue growth from recent investments in its wealth management platform;

 

The ability of the Private Bank to leverage Citigroup’s onshore and institutional capabilities to build onshore franchises focused on wealth-creating individuals in key markets;

 

The impact of a variety of unresolved matters involving some of the portfolio companies in CVC/Brazil;

 

The effect that adding low risk-weighted, secured financing assets in the CIB business will have on Citigroup’s capital adequacy ratios;

 

Possible amendments to, and interpretations of, risk-based capital guidelines and reporting instructions; and

 

The Company’s subsidiaries’ dividending capabilities.


 

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Table of Contents
This excerpt taken from the C 10-Q filed Nov 3, 2006.

FORWARD-LOOKING STATEMENTS

        In this Quarterly Report on Form 10-Q, the Company uses certain forward-looking statements when describing future business conditions. The Company's actual results may differ materially from those included in the forward-looking statements and are indicated by words such as "believe," "expect," "anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," and "could."

        These forward-looking statements involve external risks and uncertainties including, but not limited, to those described in the Company's 2005 Annual Report on Form 10-K section entitled "Risk Factors": economic conditions, credit, market and liquidity risk, competition, country risk, operational risk, U.S. fiscal policies, reputation and legal risk and certain regulatory considerations. Risks and uncertainties disclosed in this 10-Q include, but are not limited to:

    the potential impact of legislative proposals to reform the consumer lending laws in Japan;

    the impact of a variety of unresolved matters concerning the Company's investment in CVC Brazil, including pending litigation involving some of its portfolio companies;

    the effect that adding low risk-weighted, secured financing assets in the CIB business will have on Citigroup's capital adequacy ratios;

    possible amendments to, and interpretations of, risk-based capital guidelines and reporting instructions; and

    the Company's subsidiaries' dividending capabilities.

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Citigroup Inc.


TABLE OF CONTENTS

Financial Statements:

  Page No.
Consolidated Statement of Income (Unaudited)—Three and Nine Months Ended September 30, 2006 and 2005   86
Consolidated Balance Sheet—September 30, 2006 (Unaudited) and December 31, 2005   87
Consolidated Statement of Changes in Stockholders' Equity (Unaudited)—Nine Months Ended September 30, 2006 and 2005   88
Consolidated Statement of Cash Flows (Unaudited)—Nine Months Ended September 30, 2006 and 2005   89
Consolidated Balance Sheet—Citibank, N.A. and Subsidiaries September 30, 2006 (Unaudited)
and December 31, 2005
  90

Notes to Consolidated Financial Statements (Unaudited):

 

 
Note 1—Basis of Presentation   91
Note 2—Business Developments   93
Note 3—Discontinued Operations   94
Note 4—Business Segments   97
Note 5—Interest Revenue and Expense   98
Note 6—Commissions and Fees   98
Note 7—Retirement Benefits   99
Note 8—Incentive Plans   100
Note 9—Earnings Per Share   103
Note 10—Trading Account Assets and Liabilities   103
Note 11—Goodwill and Intangible Assets   104
Note 12—Investments   105
Note 13—Debt   106
Note 14—Securitizations and Variable Interest Entities   109
Note 15—Changes in Equity from Nonowner Sources   114
Note 16—Derivatives and Other Activities   115
Note 17—Guarantees   118
Note 18—Contingencies   120
Note 19—Citibank, N.A. and Subsidiaries Statement of Changes in Stockholder's Equity   121
Note 20—Condensed Consolidating Financial Statement Schedules   122

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CONSOLIDATED FINANCIAL STATEMENTS

This excerpt taken from the C 10-Q filed Aug 4, 2006.

FORWARD-LOOKING STATEMENTS

        In this Quarterly Report on Form 10-Q, the Company uses certain forward-looking statements when describing future business conditions. The Company's actual results may differ materially from those included in the forward-looking statements and are indicated by words such as "believe," "expect," "anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," and "could."

        These forward-looking statements involve external risks and uncertainties including, but not limited, to those described in the Company's 2005 Annual Report on Form 10-K section entitled "Risk Factors": economic conditions, credit, market and liquidity risk, competition, country risk, operational risk, U.S. fiscal policies, reputation and legal risk and certain regulatory considerations. Risks and uncertainties disclosed in this 10-Q include, but are not limited to:

    the potential impact of legislative proposals to reform the interest rate law in Japan;

    the impact of a variety of unresolved matters concerning the Company's investment in CVC Brazil, including pending litigation involving some of its portfolio companies;

    the effect that adding low risk-weighted, secured financing assets in the CIB business will have on Citigroup's capital adequacy ratios;

    possible amendments to, and interpretations of, risk-based capital guidelines and reporting instructions; and

    the Company's subsidiaries' dividending capabilities.

81


This excerpt taken from the C 10-Q filed May 5, 2006.

FORWARD-LOOKING STATEMENTS

        In this Quarterly Report on Form 10-Q, the Company uses certain forward-looking statements when describing future business conditions. The Company's actual results may differ materially from those included in the forward-looking statements and are indicated by words such as "believe," "expect," "anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," and "could."

        These forward-looking statements involve external risks and uncertainties including, but not limited, to those described in the Company's 2005 Annual Report on Form 10-K section entitled "Risk Factors": economic conditions, credit, market and liquidity risk, competition, country risk, operational risk, U.S. fiscal policies, reputation and legal risk and certain regulatory considerations. Risks and uncertainties disclosed in this 10-Q include, but are not limited to:

    the impact of a variety of unresolved matters concerning the Company's investment in CVC Brazil, including pending litigation involving some of its portfolio companies;

    possible amendments to, and interpretations of, risk-based capital guidelines and reporting instructions; and

    the Company's subsidiaries' dividending capabilities.

75


This excerpt taken from the C 10-K filed Feb 24, 2006.

FORWARD-LOOKING STATEMENTS

        Certain of the statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. The Company's actual results may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," and "could." These forward-looking statements involve risks and uncertainties including, but not limited to: changing economic conditions—U.S., global, regional, or related to specific issuers or industries; movements in interest rates and foreign exchange rates; the credit environment, inflation, and geopolitical risks, including the continued threat of terrorism; the ability to gain market share in both new and established markets internationally; levels of activity in the global capital markets; macro-economic factors, political policies and regulatory developments in the countries in which the Company's businesses operate; the level of bankruptcy filings and unemployment rates; management's ability to accurately estimate probable losses inherent in the lending portfolio; the ability of U.S. Cards to continue brand development, private-label expansion and new product launches; the effect of U.S. Cards conforming to industry and regulatory guidance regarding minimum payment calculations; the ability of International Consumer Finance to grow organically in existing branches and to open new branches; the impact of a variety of unresolved matters involving some of the portfolio companies in CVC/Brazil; the Company's subsidiaries' dividending capabilities; the effect of FASB's amendments to the accounting standards governing asset transfers, securitization accounting and fair value of financial instruments; the effect of banking and financial services reforms; possible amendments to, and interpretations of, risk-based capital guidelines and reporting instructions; the ability of states to adopt more extensive consumer privacy protections through legislation or regulation; and the resolution of legal and regulatory proceedings and related matters.

95


GLOSSARY OF TERMS

Accumulated Benefit Obligation (ABO)   The actuarial present value of benefits (vested and unvested) attributed to employee services rendered up to the calculation date.
Additional Minimum Liability (AML)   Recognition of an additional minimum liability is required when the ABO exceeds pension plan assets and the liability for accrued pension cost already recognized is insufficient.
Assets Under Management   Assets held by Citigroup in a fiduciary capacity for clients. These assets are not included on Citigroup's balance sheet.
Cash-Basis Formula   A formula, within a defined benefit plan, that defines the ultimate benefit as a hypothetical account balance based on annual benefit credits and interest earnings.
Cash-Basis Loans   Loans in which the borrower has fallen behind in interest payments are considered impaired and are classified as nonperforming or non-accrual assets. In situations where the lender reasonably expects that only a portion of the principal and interest owed ultimately will be collected, payments are credited directly to the outstanding principal.
Claim   Request by an insured for a benefit from an insurance company for an insurable event.
Collateralized Debt Obligations (CDOs)   An investment-grade security backed by a pool of bonds, loans, or other assets.
Credit Default Swap   An agreement between two parties whereby one party pays the other a fixed coupon over a specified term. The other party makes no payment unless a specified credit event such as a default occurs, at which time a payment is made and the swap terminates.
Deferred Tax Asset   An asset attributable to deductible temporary differences and carryforwards. A deferred tax asset is measured using the applicable enacted tax rate and provisions of the enacted tax law.
Deferred Tax Liability   A liability attributable to taxable temporary differences. A deferred tax liability is measured using the applicable enacted tax rate and provisions of the enacted tax law.
Defined Benefit Plan   A retirement plan under which the benefits paid are based on a specific formula. The formula is usually a function of age, service and compensation. A non-contributory plan does not require employee contributions.
Derivative   A contract or agreement whose value is derived from changes in interest rates, foreign exchange rates, prices of securities or commodities, or financial or commodity indices.
Federal Funds   Non-interest-bearing deposits held by member banks at the Federal Reserve Bank.
Foregone Interest   Interest on cash-basis loans that would have been earned at the original contractual rate if the loans were on accrual status.
Generally Accepted Accounting Principles (GAAP)   Accounting rules and conventions defining acceptable practices in preparing financial statements in the United States of America. The Financial Accounting Standards Board (FASB), an independent, self-regulatory organization, is the primary source of accounting rules.
Interest-only (or IO) strip   A residual interest in securitization trusts representing the remaining value of expected net cash flows to the Company after payments to third party investors and net credit losses.

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Leverage Ratio   The leverage ratio is calculated by dividing Tier 1 Capital by leverage assets. Leverage assets are defined as quarterly average total assets, net of goodwill, intangibles and certain other items as required by the Federal Reserve.
Managed Average Yield   Gross managed interest revenue earned divided by average managed loans.
Managed Basis   Managed basis presentation includes results from both on-balance sheet loans and off-balance sheet loans, and exclude the impact of card securitization activity. Managed basis disclosures assume that securitized loans have not been sold and present the result of the securitized loans in the same manner as the Company's owned loans.
Managed Loans   Includes loans classified as Loans on the balance sheet plus loans held-for-sale that are included in other assets plus securitized receivables. These are primarily credit card receivables.
Managed Net Credit Losses   Net credit losses adjusted for the effect of credit card securitizations. See Managed Loans.
Market-Related Value of Plan Assets   A balance used to calculate the expected return on pension-plan assets. Market-related value can be either fair value or a calculated value that recognizes changes in fair value in a systematic and rational manner over not more than five years.
Minority Interest   When a parent owns a majority (but less than 100%) of a subsidiary's stock, the Consolidated Financial Statements must reflect the minority's interest in the subsidiary. The minority interest as shown in the Consolidated Statement of Income is equal to the minority's proportionate share of the subsidiary's net income and, as included within other liabilities on the Consolidated Balance Sheet, is equal to the minority's proportionate share of the subsidiary's net assets.
Mortgage Servicing Rights (MSRs)   An intangible asset representing servicing rights retained in the securitization of mortgage loans, which are measured by allocating the carrying value of the loans between the assets sold and the interests retained.
Net Credit Losses   Gross credit losses (write-offs) less gross credit recoveries.
Net Credit Loss Ratio   Annualized net credit losses divided by average loans outstanding.
Net Credit Margin   Revenues less net credit losses.
Net Interest Revenue (NIR)   Interest revenue less interest expense.
Net Interest Margin   Interest revenue less interest expense divided by average interest-earning assets.
Non-Qualified Plan   A retirement plan that is not subject to certain Internal Revenue Code requirements and subsequent regulations. Contributions to non-qualified plans do not receive tax-favored treatment; the employer's tax deduction is taken when the benefits are paid to participants.
Notional Amount   The principal balance of a derivative contract used as a reference to calculate the amount of interest or other payments.
On-Balance Sheet Loans   Loans originated or purchased by the Company that reside on the balance sheet at the date of the balance sheet.
Projected Benefit Obligation (PBO)   The actuarial present value of all pension benefits accrued for employee service rendered prior to the calculation date, including an allowance for future salary increases if the pension benefit is based on future compensation levels.

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Purchase Sales   Customers' credit card purchase sales plus cash advances.
Qualified Plan   A retirement plan that satisfies certain requirements of the Internal Revenue Code and provides benefits on a tax-deferred basis. Contributions to qualified plans are tax deductible.
Qualifying SPE (QSPE)   A Special Purpose Entity that is very limited in its activities and in the types of assets it can hold. It is a passive entity and may not engage in active decision making. QSPE status allows the seller to remove assets transferred to the QSPE from its books, achieving sale accounting. QSPEs are not consolidated by the seller or the investors in the QSPE.
Return on Assets   Annualized income divided by average assets.
Return on Common Equity   Annualized income less preferred stock dividends, divided by average common equity.
Return on Invested Capital   Annualized net income, adjusted to exclude the effects of capital charges on goodwill and intangibles, divided by average invested capital, which consists of risk capital plus goodwill and intangibles.
Return on Risk Capital   Annualized net income, divided by average risk capital.
Risk Capital   Risk capital is a management metric defined as the amount of capital required to absorb potential unexpected economic volatility.
SB Bank Deposit Program   Smith Barney's Bank Deposit Program provides eligible clients with FDIC insurance on their cash deposits. Accounts enrolled in the program automatically have their cash balances invested, or "swept," into interest-bearing, FDIC-insured deposit accounts at Citigroup- affiliated banks.
Securities Purchased Under Agreements to Resell (Reverse Repo Agreements)   An agreement between a seller and a buyer, generally of government or agency securities, whereby the buyer agrees to purchase the securities and the seller agrees to repurchase them at an agreed-upon price at a future date.
Securities Sold Under Agreements to Repurchase (Repurchase Agreements)   An agreement between a seller and a buyer, generally of government or agency securities, whereby the seller agrees to repurchase the securities at an agreed-upon price at a future date.
Shared Responsibilities   Citigroup's concept to become the most respected global financial services company. This entails a commitment by every employee to be responsible on behalf of our clients, each other, and the franchise.
Special Purpose Entity (SPE)   An entity in the form of a trust or other legal vehicle, designed to fulfill a specific limited need of the company that organized it (such as a transfer of risk or desired tax treatment).
Standby Letter of Credit   An obligation issued by a bank on behalf of a bank customer to a third party where the bank promises to pay the third party, contingent upon the failure by the bank's customer to perform under the terms of the underlying contract with the beneficiary or it obligates the bank to guarantee or stand as a surety for the benefit of the third party to the extent permitted by law or regulation.
Securitizations   A process by which a legal entity issues to investors certain securities, which pay a return based on the principal and interest cash flows from a pool of loans or other financial assets.

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Termination Indemnity Plan   A lump sum benefit payable to an employee when they leave the Company for any reason, whether voluntarily or involuntarily (including retirement, disability, death and dismissal). This benefit is stipulated by law or custom in certain countries and is typically unfunded.
Tier 1 and Tier 2 Capital   Tier 1 Capital includes common stockholders' equity (excluding certain components of other comprehensive income), qualifying perpetual preferred stock, qualifying mandatorily redeemable securities of subsidiary trusts, and minority interests that are held by others, less certain intangible assets. Tier 2 Capital includes, among other items, perpetual preferred stock to the extent that it does not qualify for Tier 1, qualifying senior and subordinated debt, limited-life preferred stock, and the allowance for credit losses, subject to certain limitations.
Unearned Compensation   The unamortized portion of a grant to employees of restricted or deferred stock measured at the market value on the date of grant. Unearned compensation is displayed as a reduction of stockholders' equity in the Consolidated Balance Sheet.
Unfunded Commitments   Legally binding agreements to provide financing at a future date.
Variable Interest Entity (VIE)   An entity that does not have enough equity to finance its activities without additional subordinated financial support from third parties. VIEs may include entities with equity investors that cannot make significant decisions about the entity's operations. A VIE must be consolidated by its primary beneficiary, if any, which is the party that has the majority of the expected losses or residual returns of the VIE or both.

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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

        The management of Citigroup is responsible for establishing and maintaining adequate internal control over financial reporting. Citigroup's internal control system was designed to provide reasonable assurance to the Company's management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

        Management maintains a comprehensive system of controls intended to ensure that transactions are executed in accordance with management's authorization, assets are safeguarded, and financial records are reliable. Management also takes steps to ensure that information and communication flows are effective and to monitor performance, including performance of internal control procedures.

        Citigroup management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2005 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, management believes that, as of December 31, 2005, the Company's internal control over financial reporting is effective.

        Management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2005 has been audited by KPMG LLP, the Company's independent registered public accounting firm, as stated in their report appearing on page 101, which expressed unqualified opinions on management's assessment and on the effectiveness of the Company's internal control over financial reporting as of December 31, 2005.

100



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM—
INTERNAL CONTROL OVER FINANCIAL REPORTING

This excerpt taken from the C 10-Q filed Nov 4, 2005.

FORWARD-LOOKING STATEMENTS

        Certain of the statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. The Company's actual results may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," and "could." These forward-looking statements involve risks and uncertainties including, but not limited to: changing economic conditions—U.S., global, regional, or related to specific issuers or industries; movements in interest rates and foreign exchange rates; the credit environment, inflation, and geopolitical risks; the ability to gain market share in both new and established markets internationally; levels of activity in the global capital markets; macroeconomic factors and political policies and developments in the countries in which the Company's businesses operate; the level of bankruptcy filings and unemployment rates; the effect of the timing of write-offs in Germany in the consumer loan portfolio; the impact of Hurricane Katrina; the ability of the Company to more efficiently manage capital and liquidity following the legal vehicle simplification; the impact of controversies surrounding some of the portfolio companies in CVC/Brazil; the Company's subsidiaries' dividending capabilities; the effect of banking and financial services reforms; possible amendments to, and interpretations of, risk-based capital guidelines and reporting instructions; and the resolution of legal and regulatory proceedings and related matters.

68


This excerpt taken from the C 10-K filed Feb 28, 2005.

FORWARD-LOOKING STATEMENTS

        Certain of the statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. The Company's actual results may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," and "could." These forward-looking statements involve risks and uncertainties including, but not limited to: changing economic conditions—U.S., global, regional, or related to specific issuers or industries; movements in interest rates and foreign exchange rates; the credit environment, inflation, and geopolitical risks; the ability to gain market share in both new and established markets internationally; levels of activity in the global capital markets; macro-economic factors and political policies and developments in the countries in which the Company's businesses operate; the level of bankruptcy filings and unemployment rates; the continued threat of terrorism; changes in assumptions underlying the fair value of investments and trading account assets and liabilities; changes in management's estimates of probable losses inherent in the lending portfolio; the performance of pension plans' assets; costs associated with the implementation of the Japan Private Bank Exit Plan; the ability of Cards to continue brand development, private-label expansion, new product launches, and organic growth; the effect of Citi Cards raising minimum required payments; the ability of Retail Banking to continue to expand into select markets; the ability of Prime Home Finance to continue leveraging Citigroup distribution channels; Primerica's ability to benefit from cross-selling relationships; possible legislative and regulatory reforms in the mutual fund industry; the ability of Smith Barney to grow its franchise; the ability of the Asset Management business to leverage its global investment capabilities; the credit performance of the portfolios, portfolio growth and seasonal factors; the Company's subsidiaries' dividending capabilities; the effect of banking and financial services reforms; possible amendments to, and interpretations of, risk-based capital guidelines and reporting instructions; the ability of states to adopt more extensive consumer privacy protections through legislation or regulation; and the resolution of legal and regulatory proceedings and related matters.

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GLOSSARY

TERM

  DESCRIPTION
Accumulated Benefit Obligation (ABO)   The actuarial present value of benefits (vested and non-vested) attributed to employee services rendered up to the calculation date.

Additional Minimum Liability (AML)

 

Recognition of an additional minimum liability is required when the ABO exceeds pension plan assets and a liability for accrued pension cost has already been recognized.

Annuity

 

A contract that pays a periodic benefit for the life of a person (the annuitant), for the lives of two or more persons or for a specified period of time. Investments grow tax-deferred and annuitants do not pay taxes on earnings until they begin to withdraw their funds.

Assets Under Management

 

Assets held by Citigroup in a fiduciary capacity for clients. These assets are not included on Citigroup's balance sheet.

Cash-Basis Loans

 

Loans in which the borrower has fallen behind in interest payments, and are considered impaired and are classified as nonperforming or non-accrual assets. In situations where the lender reasonably expects that only a portion of the principal and interest owed ultimately will be collected, payments are credited directly to the outstanding principal.

Claim

 

Request by an insured for a benefit from an insurance company for an insurable event.

Credit Default Swap

 

An agreement between two parties whereby one party pays the other a fixed coupon over a specified term. The other party makes no payment unless a specified credit event such as a default occurs, at which time a payment is made and the swap terminates.

Deferred Acquisition Costs (DAC)

 

Primarily commissions, which vary with and are primarily related to the production of new insurance business, that are deferred and amortized to achieve a matching of revenues and expenses when reported in financial statements prepared in accordance with GAAP.

Deferred Tax Asset

 

An asset attributable to deductible temporary differences and carryforwards. A deferred tax asset is measured using the applicable enacted tax rate and provisions of the enacted tax law.

Deferred Tax Liability

 

A liability attributable to taxable temporary differences. A deferred tax liability is measured using the applicable enacted tax rate and provisions of the enacted tax law.

Derivative

 

A contract or agreement whose value is derived from changes in interest rates, foreign exchange rates, prices of securities or commodities, or financial or commodity indices.

Federal Funds

 

Non-interest-bearing deposits held by member banks at the Federal Reserve Bank.

Foregone Interest

 

Interest on cash-basis loans that would have been earned at the original contractual rate if the loans were on accrual status.

Generally Accepted Accounting Principles (GAAP)

 

Accounting rules and conventions defining acceptable practices in preparing financial statements in the United States of America. The Financial Accounting Standards Board (FASB), an independent self-regulatory organization, is the primary source of accounting rules.

Leverage Ratio

 

The leverage ratio is calculated by dividing Tier 1 Capital by leverage assets. Leverage assets are defined as quarterly average total assets, net of goodwill, intangibles and certain other items as required by the Federal Reserve.

Managed Loans

 

Includes loans classified as Loans on the balance sheet plus loans held-for-sale that are included in other assets and securitized receivables, primarily credit card receivables.

Managed Net Credit Losses

 

Net credit losses adjusted for the effect of credit card securitizations. See Managed Loans.

Market-Related Value of Plan Assets

 

A balance used to calculate the expected return on pension plan assets. Market-related value can be either fair value or a calculated value that recognizes changes in fair value in a systematic and rational manner over not more than five years.

Minority Interest

 

When a parent owns a majority (but less than 100%) of a subsidiary's stock, the Consolidated Financial Statements must reflect the minority's interest in the subsidiary. The minority interest as shown in the Consolidated Statement of Income is equal to the minority's proportionate share of the subsidiary's net income and, as included within other liabilities on the Consolidated Balance Sheet, is equal to the minority's proportionate share of the subsidiary's net assets.

Net Credit Losses

 

Gross credit losses (write-offs) less gross credit recoveries.

Net Credit Loss Ratio

 

Annualized net credit losses divided by average loans outstanding.
     

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Net Credit Margin

 

Revenues less net credit losses.

Net Written Premiums

 

Direct written premiums plus assumed reinsurance premiums, less premiums ceded to reinsurers.

Premiums

 

The amount charged during the year on policies and contracts issued, renewed, or reinsured by an insurance company.

Projected Benefit Obligation (PBO)

 

The actuarial present value of all benefits accrued on employee service rendered prior to the calculation date, including allowance for future salary increases if the pension benefit is based on future compensation levels.

Reinsurance

 

A transaction in which a reinsurer (assuming enterprise), for a consideration (premium), assumes all or part of a risk undertaken originally by another insurer (ceding enterprise).

Retention

 

The amount of exposure an insurance company retains on any one risk or group of risks.

Return on Assets

 

Annualized income divided by average assets.

Return on Common Equity

 

Annualized income less preferred stock dividends, divided by average common equity.

SB Bank Deposit Program

 

Smith Barney's Bank Deposit Program provides eligible clients with FDIC insurance on their cash deposits. Accounts enrolled in the program automatically have their cash balances invested, or "swept," into interest-bearing, FDIC- insured deposit accounts at up to 10 participating Citigroup-affiliated banks.

SB Consulting Group

 

Smith Barney Consulting Group works with financial consultants and their clients to develop sound investment strategies, select the appropriate third-party portfolio managers to carry out those strategies, and monitor manager performance over time.

Securities Purchased Under Agreements to Resell
(Reverse Repo Agreements)

 

An agreement between a seller and a buyer, generally of government or agency securities, whereby the buyer agrees to purchase the securities and the seller agrees to repurchase them at an agreed-upon price at a future date.

Securities Sold Under Agreements to Repurchase
(Repurchase Agreements)

 

An agreement between a seller and a buyer, generally of government or agency securities, whereby the seller agrees to repurchase the securities at an agreed-upon price at a future date.

Standby Letter of Credit

 

An obligation issued by a bank on behalf of a bank customer to a third party where the bank promises to pay the third party, contingent upon the failure by the bank's customer to perform under the terms of the underlying contract with the beneficiary or obligates the bank to guarantee or stand as surety for the benefit of the third party to the extent permitted by law or regulation.

Statutory Surplus

 

As determined under Statutory Accounting Practices, the amount remaining after all liabilities, including insurance reserves, are subtracted from all admitted assets. Admitted assets are assets of an insurer prescribed or permitted by a state to be recognized on the statutory balance sheet. Statutory surplus is also referred to as "surplus" or "surplus as regards policyholders" for statutory accounting purposes.

Tier 1 and Tier 2 Capital

 

Tier 1 Capital includes common stockholders' equity (excluding certain components of other comprehensive income), qualifying perpetual preferred stock, qualifying mandatorily redeemable securities of subsidiary trusts, and minority interest that are held by others, less certain intangible assets. Tier 2 Capital includes, among other items, perpetual preferred stock to the extent it does not qualify for Tier 1, qualifying senior and subordinated debt, limited life preferred stock, and the allowance for credit losses, subject to certain limitations.

Unearned Compensation

 

The unamortized portion of a grant to employees of restricted or deferred stock measured at the market value on the date of grant. Unearned compensation is displayed as a reduction of stockholders' equity on the Consolidated Balance Sheet.

Unfunded Commitments

 

Legally binding agreements to provide financing at a future date.

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