CITIBANK, N.A. - Citigroup · Non-consolidated Activities Citibank, N.A. does not conduct any...

CITIBANK, N.A.

New Zealand Branch

and Associated Banking Group

DISCLOSURE STATEMENT

30 June 2011

GENERAL DISCLOSURES

Registered Bank: Directorate and Responsible Persons

Responsible Person of Citibank, N.A. in New Zealand

Derek Syme

Citigroup Country Officer

Citibank, N.A. New Zealand Branch

Responsible Person of Citibank, N.A. signing as agent for all Citibank, N.A. directors

James F. McCue

Deputy Controller

Head of Corporate and Regulatory Reporting

Citigroup Inc.

Directors of Citibank, N.A.

Jerry A. Grundhofer

Eugene M. McQuade

Timothy C. Collins

Robert L. Joss

Michael E. O'Neill

Lawrence R. Ricciardi

Robert L. Ryan

Anthony M. Santomero

Ernesto Zedillo

Guarantee Arrangements


Auditors of Citigroup Inc. and Citibank, N.A. New Zealand Branch and Associated Banking Group

Name and address for Service of any auditor whose report is referred to in the Disclosure Statement

Citigroup Inc. KPMG LLP

Independent Registered Public Accountant Firm

345 Park Avenue

New York, New York 10154

KPMG

Chartered Accountants

10 Shelley Street

Sydney, NSW 2000

Australia

Conditions of Registration

The following changes have occurred to the conditions of registration and apply on or after 1 July 2011.

Citibank, N.A. New Zealand Branch does not have any guarantees over any material obligations as at 30 August 2011.

The term "the New Zealand Branch of Citibank, N.A. ('the registered bank') is now "Citibank, N.A. ('the registered bank') in New Zealand".

The definition of the registered bank has been altered in clause 3 to now read "That the business of the registered bank in New Zealand does not constitute a predominate

proportion of its total business".

The term "Banking Group" has been redefined to read "the New Zealand operations of Citibank, N.A. and its subsidiaries whose business is required to be reported in

group financial statements for the group's New Zealand business prepared in accordance with Section 9(2) of the Financial Reporting Act 1993".

GENERAL DISCLOSURE STATEMENT

The financial statements are those of the aggregated financial statements for the New Zealand Branch and the Associated Banking Group (the "Banking Group").

The ultimate holding company of the Banking Group is Citigroup Inc. which is a global diversified financial services holding company whose businesses provide a broad

range of financial services to consumer and corporate customers.

CITIBANK, N.A. NEW ZEALAND BRANCH AND ASSOCIATED BANKING GROUP

Jerry A. Grundhofer resigned from Citibank, N.A.'s board of directors on 23 June 2011. There have been no other changes to the board of directors since the last full year

disclosure statement dated 31 December 2010.

Citibank, N.A. New Zealand Branch and

Associated Banking Group

1

Non-consolidated Activities

Citibank, N.A. does not conduct any insurance business or non-financial business in New Zealand.

Credit Ratings

Citibank, N.A.

Current Rating

Moody’s A1 (ratings under revew down)

Standard & Poor’s A+ (negative)

Fitch A+ (watch negative)


No material qualifications attach to the obligations and the ratings have not been withdrawn.

Other Material Matters

Financial Statements of the the Registered Bank, Overseas Banking Group and Overseas Bank

Citibank, N.A. is an indirect wholly-owned subsidiary of Citigroup Inc.

Financial Information of the Overseas Banking Group

(The following information has not been audited)

30-Jun-11 30-Jun-10

Profitability

Net Profit/(Loss) after tax for the six months ended 1,863,000 4,920,000

0.41% 0.31%

Size (refer Note 1)

Total Assets as at 1,216,291,000 1,157,877,000

5.04% -0.65%

Asset Quality (refer Note 1 and 2)

Total Impaired Assets as at 22,343,000 28,432,000

1.84% 2.46%

Total Individual Credit Impaired Allowance as at - -

0.00% 0.00%

Total Collective Credit Impairment Allowance as at - -

0.00% 0.00%

Total individually impaired assets for Citibank, N.A. are not included because such figures are not publicly available.

Total Individual Credit Impaired Allowance as a percentage of Total Impaired Assets

Total Collective Credit Impairment Allowance as a percentage of Total Impaired Assets

(Thousands of US Dollars)

Standard & Poor’s, Moody's and Fitch have an implied rating equal to Citibank, N.A. as Citibank, N.A. New Zealand Branch is part of the same legal vehicle.

Any person, upon request and without charge, may obtain a copy of Citibank, N.A. New Zealand Branch and Associated Banking Group's most recent Disclosure

Statement, which contains a copy of the most recent publicly available consolidated financial statements of Citibank, N.A. (the Citibank Call Report for the six months

ended June 30, 2011), and the Citigroup Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, immediately by requesting a copy from Citibank, N.A.’s

New Zealand office in Auckland. It is available on the Bank's website 'www.citi.co.nz' .

Net Profit/(Loss) after tax over the previous twelve months as a percentage of average total assets

Total Impaired Assets as a percentage of Total Assets

Percentage Change in total assets over the previous twelve months

Citibank, N.A. has the following long-term debt ratings which are applicable to the New Zealand Branch’s long-term senior unsecured obligations which are payable in

New Zealand in New Zealand dollars.

Impaired assets for Citibank, N.A. consist of non-accrual loans, restructured loans, other non-accrual assets and other real estate owned. Citibank, N.A. maintains an

allowance that is available to absorb all probable credit losses inherent in its portfolio. The allowance for loan and lease losses at 30 June 2011 is US$15,945 million (30

June 2010: US$20,872).

There are no matters relating to the business affairs of Citibank, N.A. New Zealand branch and Associated Banking Group which are not contained elsewhere in the

General Disclosure Statement which if disclosed would materially adversely affect the decision of a person to subscribe for Debt Securities of which Citibank, N.A. New

Zealand Branch is an issuer.

The information relating to Citibank, N.A. contained in the General Disclosure Statement is derived from, and is qualified in its entirety by reference to, the detailed

information and consolidated financial statements included in the Citibank Call Report for the six months ended June 30, 2011, which is included as part of the Disclosure

Statement. Citibank, N.A. prepares its Call Reports in accordance with regulatory instructions issued by the Federal Financial Institutions Examination Council. In 1997,

the FFIEC adopted U.S. GAAP as the reporting basis for the balance sheet, income statement and related schedules included in the Call Report. However, the presentation

of financial statements in the Call Reports differs significantly from the presentation of financial statements included in Citigroup Inc.'s Annual Reports on Form 10-K and

Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission and Citibank, N.A.'s audited financials filed with the Federal Deposit Insurance

Corporation. In addition, the Call Reports generally contain less disclosure than audited financial statements prepared in accordance with U.S. GAAP.

2


STATEMENTS OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2011

NOTE 30-Jun-11 30-Jun-10 31-Dec-10

$(000's) $(000's) $(000's)

unaudited unaudited audited

Interest Income 36,637 37,126 74,375

Interest Expense 16,301 18,431 34,755

NET INTEREST INCOME 20,336 18,695 39,620

Operating Revenue/(Loss) 3 (658) 2,651 2,154

19,678 21,346 41,774

Operating Expenses 7,827 9,171 18,714

OPERATING PROFIT BEFORE INCOME TAX 11,851 12,175 23,060

PROFIT BEFORE INCOME TAX 11,851 12,175 23,060

Income Tax Expense 3,352 4,047 7,384

PROFIT AFTER INCOME TAX 8,499 8,128 15,676

Other Comprehensive Income

Available For Sale Reserve

Fair value gain taken directly to equity 516 177 177

Tax on movements and transfers (144) (53) (53)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX 372 124 124

TOTAL COMPREHENSIVE INCOME FOR THE YEAR 8,871 8,252 15,800

The accompanying notes form part of these financial statements and supplementary information.

Banking Group

3


STATEMENTS OF CHANGES IN EQUITY


NOTE 30-Jun-11 30-Jun-10 31-Dec-10

$(000's) $(000's) $(000's)


Capital

Citicorp Services Limited

Authorized, Issued and Paid-Up Capital

28,595 28,595 28,595

28,595 28,595 28,595

Head Office Account


At the beginning of the period 32,808 32,498 32,498

Contribution from Head Office 6 1 310

At the end of the period 32,814 32,499 32,808

Available For Sale Reserve

At the beginning of the period - (124) (124)

Other comprehensive income 372 124 124

At the end of the period 372 - -

Retained earnings

At the beginning of the period 84,983 69,307 69,307

Profit after tax 8,499 8,128 15,676

At the end of the period 93,482 77,435 84,983

Equity at the end of the period 155,263 138,529 146,386

Represented by :

Equity at the beginning of the period 146,386 130,276 130,276

Transactions with owners, recorded directly in equity

Contribution from Head Office 6 1 310

Total transactions with owners 6 1 310

Total Comprehensive Income for the six months

Profit for the six months 8,499 8,128 15,676

Other comprehensive income

Net change in fair value of available for sale securities 516 124 177

Income tax on other comprehensive income (144) - (53)

Total other comprehensive income 372 124 124

Total Comprehensive Income for the period 8,871 8,252 15,800

Equity at the end of the period 155,263 138,529 146,386


- 25,000,000 (2010: 25,000,000) Ordinary Shares, fully paid

Banking Group

4


STATEMENTS OF FINANCIAL POSITION

AS AT 30 JUNE 2011

NOTE 30-Jun-11 30-Jun-10 31-Dec-10

$(000's) $(000's) $(000's)


ASSETS

Cash and Demand Deposits with Central Banks 992,843 666,087 999,993

Advances to Financial Institutions at Call 200,321 201 200,882

Due from Related Parties 7 65,378 818,736 77,037

650,488 827,544 1,000,356

Derivative Financial Instruments 16,317 26,257 21,203

Current Tax Assets 790 1,696 285

Available for Sale Securities 107,066 - -

Loans and Advances 5 393,886 280,868 377,190

Other Assets 4,897 3,980 3,261

Deferred Tax Assets 903 1,084 1,320

Property Plant and Equipment 175 179 167

TOTAL ASSETS 2,433,064 2,626,632 2,681,694

LIABILITIES

Deposits from Other Banks 21,594 23,061 26,115

Due to Related Parties 7 1,034,149 1,227,001 1,172,699

Other Deposits 1,175,520 1,196,862 1,280,928

Derivative Financial Instruments 35,493 28,742 45,314

Provisions 201 201 201

Other Liabilities 10,844 12,236 10,051

TOTAL LIABILITIES 2,277,801 2,488,103 2,535,308

EQUITY

Issued and Paid-Up Capital 28,595 28,595 28,595

Head Office Account 32,814 32,499 32,808

Available for sale reserves 372 - -

Retained Earnings 93,482 77,435 84,983

TOTAL EQUITY 155,263 138,529 146,386

TOTAL LIABILITIES AND EQUITY 2,433,064 2,626,632 2,681,694

Total Interest Earning and Discount Bearing Assets 2,409,982 2,593,436 2,655,458

Total Interest and Discount Bearing Liabilities 2,231,263 2,446,924 2,479,742


Banking Group

Financial Assets at Fair Value through the Income Statement

5


STATEMENT OF CASH FLOWS


NOTE 30-Jun-11 30-Jun-10 31-Dec-10

$(000's) $(000's) $(000's)

CASH FLOWS FROM OPERATING ACTIVITIES unaudited unaudited audited

Cash was provided from:

Interest Income 35,960 36,804 75,169

Trading Gain - - 13,672

Other Income 7,218 8,519 9,098

Decrease in available for sale financial assets - 25,185 25,185

Decrease in placements/loans - 11,800 -

Decrease in financial assets at fair value 350,615 279,568 107,406

Decrease in placements due from related companies 859 830,305 1,613,106

Increase in customer deposits - 82,072 169,187

394,652 1,274,253 2,012,823

Cash was applied to:

Interest Expense 16,814 23,196 39,848

Trading Loss 12,073 1,681 -

Tax Paid 3,568 5,292 7,601

Other Expenses 9,458 9,695 16,923

Increase in placements/loans 16,696 - 84,522

Increase in available for sale financial assets 106,034 - -

Decrease in customer deposits 109,924 - -

Decrease in deposits due to related parties 138,538 971,054 1,019,568

Net cashflow from operating activities (18,453) 263,335 844,361

CASH FLOWS FROM INVESTING ACTIVITIES


Sale of fixed assets - 19 19

Cash was applied to:

Purchase of fixed assets 31 - 10

Net cashflow from investing activities (31) 19 9

CASH FLOWS FROM FINANCING ACTIVITIES


Increase in Head Office account (10) 36 492

Net cashflow from financing activities (10) 36 492

Net increase/(decrease) in cash (18,494) 263,390 844,862

Opening cash and cash equivalents 1,244,131 399,269 399,269

Closing cash and cash equivalents 1,225,637 662,659 1,244,131


Banking Group

6


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION


1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a) Statement of compliance

b) Basis of preparation

The amounts in the financial report have been rounded off to the nearest thousand dollars, unless otherwise stated.

c) Changes in accounting policy

2. FINANCIAL RISK MANAGEMENT

These interim financial statements were authorised for issue by Citibank, N.A. under power of attorney and by the boards of directors of Citicorp Services Limited and its

subsidiaries on this 30th day of August 2011.

There have been no material changes in accounting policies since the last annual financial statements dated 31 December 2010.

The entity’s interim financial statements have been prepared in accordance with the requirements of the Registered Bank Disclosure Statements (Overseas Incorporated

Registered Banks) Order (No 2) 2011 and NZ IAS 34 Interim Financial Reporting . These financial statements should be read in conjunction with the consolidated

financial statements for the year ended 31 December 2010.

The financial statements are those of the aggregated financial statements for the New Zealand Branch and the Associated Banking Group (the "Banking Group").

There have been no material changes in the Banking Group's policies for managing risk, or material exposure to any new types of risk since the last annual financial

statements dated 31 December 2010.

The financial report is prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: derivative financial instruments,

financial instruments at fair value through the income statement, and available for sale securities.

The ultimate holding company of the Banking Group is Citigroup Inc. which is a global diversified financial services holding company whose businesses provide a broad

range of financial services to consumer and corporate customers.

The financial report is presented in New Zealand dollars.

7




30-Jun-11 30-Jun-10 31-Dec-10

3. OPERATING REVENUE/(LOSS) $(000's) $(000's) $(000's)


Net Trading Gains/(Losses) (5,874) (2,504) (8,165)

Other Operating Revenue 5,216 5,155 10,319

(658) 2,651 2,154

4. TOTAL LIABILITIES TO THIRD PARTIES

Deposits from Other Banks 21,594 23,061 26,115

Other Deposits 1,175,520 1,196,862 1,280,928

Other Liabilities 10,668 11,402 9,024

1,207,782 1,231,325 1,316,067

5. IMPAIRED ASSETS

30-Jun-11 30-Jun-10 31-Dec-10

$(000's) $(000's) $(000's)

Past Due Assets unaudited unaudited audited

less than 30 days past due - - 16

at least 30 days but less than 60 days past due 20 - -

at least 60 days but less than 90 days past due 37 - 983

57 - 999

6. CASHFLOW STATEMENT

30-Jun-11 30-Jun-10 31-Dec-10

$(000's) $(000's) $(000's)

CASH AND CASH EQUIVALENTS COMPRISE unaudited unaudited audited

Cash Balances with Third Parties 1,193,164 666,288 1,200,870

Cash Balances with Related Parties 32,473 (3,629) 43,261

1,225,637 662,659 1,244,131

RECONCILIATION OF NET PROFIT AFTER TAX TO NET CASH FLOWS FROM OPERATING ACTIVITIES

Net Profit after Tax 8,499 8,128 15,676

Add back

Depreciation 23 22 44

Decrease in accrual of interest income - - 794

Increase in accrual of other expenses/income 433 3,008 643

Decrease in operating assets and liabilities - 257,876 810,794

Decrease in accrual of revaluations - 861 21,837

Decrease in accrual of tax - - -

Deduct

Increase in operating assets and liabilities 19,717 - -

Decrease in accrual of other expenses/income - - -

Decrease in accrual of interest expense 513 4,765 5,093

Increase in accrual of interest income 677 322 -

Decrease in accrual of fees and commissions 87 228 117

Increase in accrual of revaluations 6,198 - -

Increase in accrual of tax 216 1,245 217

Net Cash Flow from Operating Activities (18,453) 263,335 844,361

7. RELATED PARTIES TRANSACTIONS

(a) ULTIMATE HOLDING COMPANY

The cashflow statement that forms part of the Financial Statements has been prepared on the net cash flows of this entity. The reason for this presentation is that the

business of banking produces cash receipts and payments for items in which their turnover is quick, the amounts are large and the maturities are short. The reporting of

gross turnover of these items would not assist in the understanding of these Financial Statements.

The ultimate parent of Citibank, N.A. New Zealand Branch, Citicorp Services Limited, TwoStarz Limited and Citibank Nominees (New Zealand) Limited (Associated

Banking Group) is Citigroup Inc. These financial statements reflect only the operations of the New Zealand branch of Citibank, N.A. and Associated Banking Group. The

financial statements of Citigroup Inc. should be read in conjunction with these statements.

Banking Group

Banking Group

Cash and cash equivalents include cash on hand, deposits held overnight or on call with financial institutions, nostro accounts and other short term highly liquid assets

which are subject to insignificant risk of change in their fair value and are used by the entity in the management of its short term commitments .

Citibank, N.A. New Zealand Branch and Associated Banking Group have no impaired assets, restructured assets, assets (including real estate) acquired through the

enforcement of security, 90 day past due assets or other assets under administration.

Branch

Banking Group

8




30-Jun-11 30-Jun-10 31-Dec-10

$(000's) $(000's) $(000's)


(b) TRANSACTIONS

Interest Received - Head Office (including other branches) 699 6,389 6,833

Interest Received - Other Related Parties 361 1,421 1,958

Interest Paid - Head Office (including other branches) 4,107 4,258 7,377

Interest Paid - Other Related Parties 919 2,646 3,788

Net Trading (Losses) - Head Office (including other branches) (1,578) (1,584) (8,165)

Management Fees (Paid) - Head Office (including other branches) (1,045) (2,608) (5,744)

(c) BALANCES

Due from Related Parties - Head Office (including other branches) 36,565 538,613 75,742

Due from Related Parties - Other Related Parties 28,813 280,123 1,295

Derivative Financial Instruments - Head Office (including other branches) 16,317 26,257 21,203

Other Assets - Head Office (including other branches) 2,289 1,853 1,451

Other Assets - Other Related Parties 100 718 18

84,084 847,564 99,709

Due to Related Parties - Head Office (including other branches) 993,829 1,169,466 1,085,894

Due to Related Parties - Other Related Parties 40,320 57,535 86,805

Derivative Financial Instruments - Head Office (including other branches) 35,493 28,742 45,314

Other Liabilities - Head Office (including other branches) 303 719 1,068

Other Liabilities - Other Related Parties 74 126 160

1,070,019 1,256,588 1,219,241

Interest Rate - Swap (Notional Value) - Head Office (including other branches) 508,000 919,100 878,100

Foreign Exchange Forwards (Notional Value) - Head Office (including other branches) 670,293 1,164,940 668,525

8. CAPITAL MANAGEMENT

All liabilities are unsecured and were transacted at the prevailing market rates.

- To ensure that capital is maintained at a level that meets Thin Capitalisation Rules and to support the case for any capital surplus repatriation back to New York;

Financial instruments, both on and off-balance sheet, are entered into by the bank in the normal course of business to provide financial services to customers, to manage its

exposure to risk and for trading purposes.

The major business is conducted in Citibank, N.A. with no significant activity carried out in the banking group. The capital management plan is therefore prepared on a

consolidated level covering both branch and banking group.

Banking Group

The objectives of this Capital Management Plan are:

- To ensure sufficient liquidity, limits and ratios are in place to support any asset growth.

- To ensure that the entity maintains an appropriate level of capital commensurate to its risks and to support new business initiatives and growth;

Financial instrument transactions are subject to credit standards, financial controls, and risk-limiting and monitoring procedures. Collateral requirements are determined by

evaluating each customer and product, and will include cash and mortgages.

Citibank, N.A. New Zealand Branch, as a full branch of Citibank, N.A., has a banking license but is not subject to any minimum capital requirements in New Zealand due

to its branch status other than the requirement to comply with Thin Capitalisation Rules. The compliance with the minimum capital adequacy requirements is administered

at the US parent entity level.

All Citigroup Inc. entities within New Zealand are grouped for tax reporting purposes. This group includes the Branch, the Associated Banking Group and Citigroup

Global Markets entities. There were no outstanding tax balances at 30 June 2011 between these entities.

All transactions with related parties are at commercial arms length terms and rates. These are conducted predominately with other Citibank, N.A. branches and in the case

of the Branch, the Associated Banking Group as well.

The credit equivalent amounts for off balance sheet exposures are determined in accordance with the current exposure method under the Reserve Bank of New Zealand’s

risk weighted capital adequacy guidelines.

The contract or notional values of these instruments reflect the volume of the bank's activities in these products and do not represent the much smaller amounts potentially

subject to risk.

9




RISK WEIGHTED EXPOSURES Principal Risk Risk-Wgtd

Amount Weight Exposure

$(000's) $(000's)

(1) Balance Sheet Exposure - 30 June 2011 (unaudited)

Cash and Short Term Claims on Government 1,043,853 0% -

Long Term Claims on Government 158,695 10% 15,869

Claims on Banks 813,548 20% 162,710

Other 400,651 100% 400,651

Total Assets 2,416,747 579,230

Credit Credit Counter-

Principal Conver. Equiv. party Risk-Wgtd

Amount Factor Amount Risk Weight Exposure

$(000's) $(000's) $(000's)

(2) Off-Balance Sheet Exposure - 30 June 2011 (unaudited)

Other commitments to provide financial services with original maturity

of 1 year or more 258,659 50% 129,330 95.5% 123,544

Other commitments with an original maturity of less than 1 year or which

can be unconditionally cancelled at any time 409,479 0% - 0.0% -

Market related contracts

Foreign exchange 670,293 n/a 6,703 20.0% 1,341

Interest rate 508,000 n/a 18,357 20.0% 3,671

Total Risk-Weighted Exposures 2,571,137 707,786

Principal Risk Risk-Wgtd


$(000's) $(000's)

(1) Balance Sheet Exposure - 30 June 2010 (unaudited)

Cash and Short Term Claims on Government 666,087 0% -


Claims on Banks 1,595,974 20% 319,195

Other 287,807 100% 287,807

Total Assets 2,600,375 612,053




$(000's) $(000's) $(000's)

(2) Off-Balance Sheet Exposure - 30 June 2010 (unaudited)


of 1 year or more 265,533 50% 132,767 100.0% 132,767




Foreign Exchange 1,164,940 n/a 7,906 20.0% 1,581

Interest rate 919,100 n/a 25,891 20.0% 5,178


Banking Group

Banking Group

10




Principal Risk Risk-Wgtd


$(000's) $(000's)

(1) Balance Sheet Exposure - 31 December 2010 (audited)

Cash and Short Term Claims on Government 999,993 0% -


Claims on Banks 1,226,765 20% 245,353

Other 382,223 100% 382,223

Total Assets 2,660,491 632,727




$(000's) $(000's) $(000's)

(2) Off-Balance Sheet Exposure - 31 December 2010 (audited)


of 1 year or more 142,954 50% 71,477 99.9% 71,436




Foreign Exchange 668,525 n/a 4,983 20.0% 997

Interest rate 878,100 n/a 24,093 20.0% 4,819


9. CONCENTRATIONS OF CREDIT EXPOSURE

30-Jun-11 30-Jun-10 31-Dec-10

$(000's) $(000's) $(000's)

Industry Sectors unaudited unaudited audited

Financial 1,973,525 2,423,454 2,307,418

Government 184,259 - 51,555

Mining 33,748 93,913 58,339

Other Manufacturing 52,969 61,347 70,377

Real Estate 72,067 87,989 74,214

Transport 111,569 - 115,006

Wholesale Trade 126,431 82,465 69,690

Other 11,604 13,070 10,936

2,566,172 2,762,238 2,757,535

Other Assets 4,965 4,701 3,509

2,571,137 2,766,939 2,761,044

ANZSIC codes have been used as the basis for disclosing industry sectors.

The concentration of credit exposure includes both on and off balance sheet items.

30-Jun-11 30-Jun-10 31-Dec-10

10. CONCENTRATIONS OF FUNDING $(000's) $(000's) $(000's)

(a) Counterparty Type unaudited unaudited audited

Finance 1,546,501 1,619,493 1,750,954

Insurance 25,683 39,706 13,229

Food Manufacturing 42,022 30,237 123,439

Other Manufacturing 235,792 365,542 232,176

Property and Business Services 108,745 126,546 132,961

Transport 26,762 42,587 30,463

Wholesale Trade 200,650 178,401 162,442

Other 83,050 76,420 82,442

2,269,205 2,478,932 2,528,106

Income Tax Liabilities, Provisions and Other Liabilities 8,596 9,171 7,202

2,277,801 2,488,103 2,535,308

ANZSIC codes have been used as the basis for disclosing industry sectors.

(b) Geographical Areas

Exposures within New Zealand 767,257 841,018 878,143

Exposures to other countries (in NZD) -

Australia 151,418 110,453 137,880

Great Britain 192,449 32,709 327,908

Hong Kong 12,471 4,753 25,019

Luxembourg 187,501 160,403 224,840

Singapore 95,617 12,181 53,129

United States 715,869 1,146,768 729,839

Other 146,623 170,647 151,348

2,269,205 2,478,932 2,528,106

Income Tax Liabilities, Provisions and Other Liabilities 8,596 9,171 7,202

2,277,801 2,488,103 2,535,308

Banking Group

Banking Group

Banking Group

11




11. CREDIT EXPOSURES TO INDIVIDUAL COUNTERPARTIES

12. INTEREST RATE RISK REPRICING SCHEDULE

The effective interest rates and contractual repricing or maturity periods of financial instruments are as follows:

Effective More than Non Interest

Interest 0-3 mths 3-6 mths 6-12 mths 1-2 years 2 years Bearing Total

Rates $(000's) $(000's) $(000's) $(000's) $(000's) $(000's) $(000's)

Banking Group - as at 30 June 2011 (unaudited)

2.50% 992,843 - - - - - 992,843

Advances to Financial Institutions at call 2.62% 200,321 - - - - - 200,321

Due from Related Parties 2.40% 65,378 - - - - - 65,378

2.91% 547,849 51,010 - - 51,629 - 650,488

Available for Sale Securities 3.48% - - - 107,066 - - 107,066

Loans and Advances 4.26% 306,041 82,916 1,511 261 2,657 500 393,886

2,112,432 133,926 1,511 107,327 54,286 500 2,409,982

Deposits from Other Banks 0.64% 21,594 - - - - - 21,594

Due to Related Parties 2.38% 1,034,149 - - - - - 1,034,149

Other Deposits 1.71% 1,175,520 - - - - 1,175,520

2,231,263 - - - - - 2,231,263

Foreign Exchange Contracts 671,496 - - - - - 671,496

Interest Rate Swaps 50,000 - - - (50,000) - -

OFF BALANCE SHEET 721,496 - - - (50,000) - 671,496


2.75% 666,087 - - - - - 666,087

Advances to Financial Institutions at call 11.56% 201 - - - - - 201

Due from Related Parties 3.00% 817,411 1,325 - - - - 818,736

2.99% 777,037 - - - 50,507 - 827,544

Loans and Advances 3.25% 195,413 76,062 534 4,137 4,722 - 280,868

2,456,149 77,387 534 4,137 55,229 - 2,593,436



Other Deposits 1.47% 1,185,357 11,505 - - - - 1,196,862

2,435,419 11,505 - - - - 2,446,924

Foreign Exchange Contracts 1,170,517 - - - - - 1,170,517

Interest Rate Swaps 28,900 (150,000) 200,000 68,100 (147,000) - -

OFF BALANCE SHEET 1,199,417 (150,000) 200,000 68,100 (147,000) - 1,170,517

Banking Group - as at 31 December 2010 (audited)

3.00% 999,993 - - - - - 999,993

Advances to Financial Institutions at call 2.85% 200,882 - - - - - 200,882

Due from Related Parties 3.11% 77,037 - - - - - 77,037

3.27% 897,909 51,510 - - 50,937 - 1,000,356

Loans and Advances 4.13% 296,234 73,224 1,264 2,165 4,120 183 377,190

2,472,055 124,734 1,264 2,165 55,057 183 2,655,458



Other Deposits 1.92% 1,278,928 2,000 - - - - 1,280,928

2,477,742 2,000 - - - - 2,479,742

Foreign Exchange Contracts 671,801 - - - - - 671,801

Interest Rate Swaps (100) - 50,000 100 (50,000) - -

OFF BALANCE SHEET 671,701 - 50,000 100 (50,000) - 671,801

Financial Assets at Fair Value through the

profit and loss

Cash and Demand Deposits with Central

Banks

Financial Assets at Fair Value through the

profit and loss


Banks

Financial Assets at Fair Value through

profit and loss

Based on actual credit exposures, no credit exposure to any individual counterparty of Citibank, N.A. New Zealand Branch and Associated Banking Group equaled or

exceeded 10% of Citibank, N.A.'s equity during this accounting period.


Banks

12




13. LIQUIDITY RISK - MATURITY PROFILE Gross

nominal

The contractual maturity periods of financial instruments are as follows: More than inflow/ Carrying

Call 0-12 mths 1-2 years 2-5 years 5 years (outflow) Amount

$(000's) $(000's) $(000's) $(000's) $(000's) $(000's) $(000's)


Assets

Cash and Demand Deposits with Central Banks 992,843 - - - - 992,843 992,843

Advances to Financial Institutions at call 200,321 - - - - 200,321 200,321

Due from Related Parties 65,378 - - - - 65,378 65,378

- 598,859 - 51,629 - 650,488 650,488

Available for Sale Securities - - 107,066 - - 107,066 107,066

Loans and Advances 24,112 192,257 35,593 34,310 111,447 397,719 393,886

Other Financial Assets 233 1,567 - - - 1,800 1,800

1,282,887 792,683 142,659 85,939 111,447 2,415,615 2,411,782

Liabilities

Deposits from Other Banks 21,594 - - - - 21,594 21,594

Due to Related Parties 193,765 840,470 - - - 1,034,235 1,034,149

Other Deposits 1,037,720 138,239 - - - 1,175,959 1,175,520

Other Financial Liabilities 769 1,680 - - - 2,449 2,449

1,253,848 980,389 - - - 2,234,237 2,233,712

Foreign Exchange Contracts - 671,496 - - - 671,496 671,801

Interest Rate Swaps - 50,000 - (50,000) - - -

OFF BALANCE SHEET - 721,496 - (50,000) - 671,496 671,801


Assets


Advances to Financial Institutions at call 201 - - - - 201 201

Due from Related Parties 775,711 43,035 - - - 818,746 818,736

- 777,037 - 50,507 - 827,544 827,544

Loans and Advances 5,745 139,584 91,736 47,732 - 284,797 280,868

Other Financial Assets 1,142 1,096 - - - 2,238 2,238

1,448,886 960,752 91,736 98,239 - 2,599,613 2,595,674

Liabilities



Other Deposits 836,483 361,098 - - - 1,197,581 1,196,862

Other Financial Liabilities 701 1,331 - - - 2,032 2,032

1,417,181 1,033,409 - - - 2,450,590 2,448,956

Foreign Exchange Contracts 500,000 670,517 - - - 1,170,517 671,801

Interest Rate Swaps (21,100) 100,000 68,100 (187,000) 40,000 - -

OFF BALANCE SHEET 478,900 770,517 68,100 (187,000) 40,000 1,170,517 671,801

Banking Group - as at 31 December 2010 (audited)

Assets


Advances to Financial Institutions at call 200,882 - - - - 200,882 200,882

Due from Related Parties 54,537 22,514 - - - 77,051 77,037

- 949,419 - 50,937 - 1,000,356 1,000,356

Loans and Advances 19,955 179,271 55,086 8,753 114,865 377,930 377,190

Other Financial Assets 491 2,770 - - - 3,261 3,261

1,275,858 1,153,974 55,086 59,690 114,865 2,659,473 2,658,719

Liabilities



Other Deposits 976,496 305,346 - - - 1,281,842 1,280,928

Other Financial Liabilities 1,024 4,292 - - - 5,316 5,316

1,266,786 1,219,422 - - - 2,486,208 2,485,058

Foreign Exchange Contracts - 671,801 - - - 671,801 671,801

Interest Rate Swaps (200,100) 250,000 100 (50,000) - - -

OFF BALANCE SHEET (200,100) 921,801 100 (50,000) - 671,801 671,801

Financial Assets at Fair Value through

profit or loss

Financial Assets at Fair Value through profit

or loss


or loss

13




The expected maturity periods of financial instruments are as follows: Call 0-12 mths 1-2 years > 2 years Total

$(000's) $(000's) $(000's) $(000's) $(000's)


Assets

Cash and Demand Deposits with Central Banks 992,843 - - - 992,843

Advances to Financial Institutions at call - - - 200,321 200,321

Due from Related Parties 65,378 - - - 65,378

- - - 650,488 650,488

Loans and Advances - - - 393,886 393,886

Other Financial Assets 193 - - 1,607 1,800

1,058,414 - - 1,246,302 2,304,716

Liabilities

Deposits from Other Banks 3,239 - - 18,355 21,594

Due to Related Parties 193,765 840,384 - - 1,034,149

Other Deposits 332,493 - - 843,027 1,175,520

Other Financial Liabilities 514 174 - 1,761 2,449

530,011 840,558 - 863,143 2,233,712

Net Assets and Liabilities 528,403 (840,558) - 383,159 71,004


Assets


Advances to Financial Institutions at call - - - 201 201

Due from Related Parties 775,711 43,025 - - 818,736

- - - 827,544 827,544


Other Financial Assets 688 1,014 - 536 2,238

1,442,486 44,039 - 1,109,149 2,595,674

Liabilities



Other Deposits 365,500 - - 831,362 1,196,862

Other Financial Liabilities 427 657 - 948 2,032

927,475 670,722 - 850,759 2,448,956


b) Corporate and other deposits. Non-volatile balances are reported in the >2 years and volatile balances in the overnight bucket. The methodology for calculating the

volatile and non-volatile balances is based on an analysis of 2.36 standard deviations of the previous twelve months balances and the resulting percentages are applied to

the balance sheet.

The expected maturity periods of financial instruments are based on the carrying value of the balance sheet.


or loss

Liquidity risk is managed on the basis of expected maturity dates for certain products (see below). The main assumption made is that the balance sheet does not mature

and is based on a business-as-usual view of the Banking Group's funding requirements.

All related party assets and liabilities are managed on a contractual maturity basis.


or loss

It is assumed that third party assets will roll over as management is not expecting any reduction in the balance sheet and are therefore shown in the > 2 years category. The

only exception is cash with central banks which is treated as contractual.

Third party liabilities are split in to two main categories -

a) Long-term debt which is managed on a contractual maturity basis

14




Call 0-12 mths 1-2 years > 2 years Total

Banking Group - as at 31 December 2010 (audited) $(000's) $(000's) $(000's) $(000's) $(000's)

Assets


Advances to Financial Institutions at call - - - 200,882 200,882

Due from Related Parties 54,537 22,500 - - 77,037

- - - 1,000,356 1,000,356


Other Financial Assets 213 16 - 3,032 3,261

1,054,743 22,516 - 1,581,460 2,658,719

Liabilities



Other Deposits 433,702 - - 847,226 1,280,928

Other Financial Liabilities 582 116 - 4,618 5,316

702,658 909,664 - 872,736 2,485,058


14. EXPOSURES TO MARKET RISK

$(000's) $(000's) $(000's)

Interest Rate Risk 3,413 273 -

Peak Interest Rate Risk 01/04/11-30/06/11 3,950 316 -

Foreign Currency Risk 315 25 -

Peak Foreign Currency Risk 01/04/11-30/06/11 2,425 194 -

Interest Rate Risk 8,231 658 -


Foreign Currency Risk 864 69 -


Interest Rate Risk 650 52 -


Foreign Currency Risk 1,425 114 -


Peak Exposure has been derived using the Overseas Banking Group's equity as at the end of the quarter.


or loss

Implied Risk

Weighted

Exposure

Notional

Capital

Charge

audited

Notional

Capital

Charge - % of

Citibank,

N.A.'s Equity

Banking Group

30-Jun-11

unaudited

Market risk notional capital charges are derived in accordance with the Capital Adequacy Framework (Standardised Approach) (BS2A) per the Registered Bank Disclosure

Statement (Off-Quarter - Overseas Incorporated Registered Banks) Order 2011.

The branch segregates its exposure to market risk between trading and non-trading portfolios. Trading portfolios cover risks arising from market making and proprietary

position taking, together with financial assets and liabilities that are managed on a fair value basis. Non-trading portfolios cover risks resulting from mainstream banking

30-Jun-10

unaudited

31-Dec-10

15




15. CAPITAL ADEQUACY

As at As at As at

CITIBANK, N.A. 30-Jun-11 30-Jun-10 31-Dec-10


Tier 1 Capital as a percentage of risk weighted exposures 14.18% 14.16% 15.17%

Total Capital (Tier 1 and 2) as a percentage of risk weighted exposures 16.05% 16.04% 17.06%

Tier 1 Capital of Citibank, N.A. is not less than 4 percent of risk weighted exposures

Total Capital (Tier 1 and 2) of Citibank, N.A. is not less than 8 percent of risk weighted exposures

16. SUBSEQUENT EVENTS

There has not arisen in the interval between 30 June 2011 and the date of this report any other item, transaction or event of a material and unusual nature likely, in the

opinion of the directors of the Branch, to affect significantly the operations of the entity, the results of those operations, or the state of affairs of the entity in future

financial years.

Citibank, N.A. New Zealand Branch is a branch of, and each member of the Associated Banking Group is a wholly-owned subsidiary of, Citibank, N.A., which is an

indirect wholly-owned subsidiary of Citigroup Inc. The following sets forth the capital ratios of Citibank, N.A.

Citibank, N.A. is subject to risk-based capital and leverage guidelines issued by the U.S. regulator for national banks, the Office of the Comptroller of the Currency. The

Office of the Comptroller of the Currency is required by law to take specific prompt actions with respect to institutions that do not meet minimum capital standards.

Citibank, N.A. complies with the following minimum capital adequacy requirements at least equal to that specified under the Basel I approach, as administered by the

Office of the Comptroller of the Currency:

16

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