Comptroller of the Currency
Administrator of National Banks
Corporate Decision #2001-28
DECISION OF THE OFFICE OF THE COMPTROLLER OF THE CURRENCY
ON APPLICATIONS TO REORGANIZE THE CREDIT CARD OPERATIONS OF
CITIGROUP INC. AND TO TRANSFER CERTAIN OTHER SUBSIDIARIES TO
CITIBANK, NATIONAL ASSOCIATION, NEW YORK, NEW YORK
September 21, 2001
INTRODUCTION AND OVERVIEW
These applications involve two groups of transactions in which Citigroup Inc.
(“Citigroup”) is reorganizing certain of its businesses. In one group of transactions, the
domestic credit card business of Citigroup’s subsidiary banks will be restructured. In the
other, certain commercial finance and international consumer finance subsidiaries that are
currently subsidiaries at the holding company level will be moved to become subsidiaries of
Citibank, National Association, New York, New York, (“CBNA”) Citigroup’s lead bank.
Credit Card Restructuring
Citigroup currently has a number of subsidiary banks that issue credit cards and provide
funding for credit card receivables. It also has nonbank subsidiaries, both holding company
subsidiaries and bank subsidiaries, that provide various services for the credit card operations.
In summary, after the restructuring, one bank will be the main issuer of consumer credit cards,
and another bank will be the issuer of government, corporate, and certain consumer credit
cards. The subsidiaries that provide credit card services will be combined, and the resulting
companies moved to become subsidiaries of banks involved with the credit cards.
Citigroup is a diversified financial holding company and, through its subsidiaries,
provides a broad range of financial services to consumer and corporate customers worldwide.
Citigroup Holdings Company is a registered bank holding company and a direct wholly-owned
subsidiary of Citigroup. Its primary asset is the common stock of Citicorp. Citicorp is a