Fitch Ratings has assigned long-term and short-term Issuer Default Ratings (IDRs) of 'A/F1', respectively, to Citibank Europe plc (CEP), a wholly-owned subsidiary of Citigroup, Inc. Fitch has also affirmed and withdrawn the ratings of Citibank International Limited (CIL) following the merger of these two Citigroup subsidiaries. The effective date of the merger between CEP and CIL was Jan. 1, 2016. Fitch is withdrawing the ratings of CIL as CIL is undergoing a reorganization. Accordingly, Fitch will no longer provide ratings or analytical coverage for CIL, which no longer exists.

CIL, headquartered in London, will be acquired by CEP, headquartered in Dublin, creating a single pan-European bank with branches in 21 different countries. The merger is intended to reduce operational and regulatory complexity, capital requirements, and costs, which is line with Citigroup's overall strategy of streamlining and simplifying operations and business lines across its global footprint.

A full list of rating actions is at the end of this rating action commentary.

KEY RATING DRIVERS

IDRS

CEP and CIL are both wholly-owned subsidiaries of Citigroup (Citi), and are both considered material legal entities under Citigroup's resolution plan. Their IDRs are aligned with Citigroup reflecting Fitch's view that these entities are integral to Citi's business strategy and operations.

CEP's Rating Outlook is Positive reflecting Fitch's view that the internal TLAC of material international operating companies will likely be large enough to meet Pillar 1 capital requirements and will then be sufficient to recapitalize them. A one-notch upgrade is likely once Fitch has sufficient clarity as to additional disclosure on the pre-positioning of internal TLAC and its sufficiency in size to cover a default of senior operating company liabilities.

Citi's IDR was affirmed on Dec. 8, 2015, reflecting its solid capital and liquidity levels. Fitch also notes that Citi's earnings reflect an improving overall trend. Citi's complexity of operations, and asset quality somewhat offset these ratings strengths. Citi's Rating Outlook is Stable. Refer to the press release titled 'Fitch Affirms Citigroup's Long-Term IDR at 'A'; Outlook Stable' for additional information on the parent's credit profile.

SUPPORT RATING

Fitch has assigned an Institutional Support Rating (SR) of '1' reflecting the extremely high probability of support from Citigroup. CEP's review demonstrated a high probability of support from its parent. The rating also considers the high level of integration, brand, management, and financial and reputational incentives to avoid subsidiary defaults. Citi has both ability and propensity to support CIL.

Since the support is based on institutional support, no Support Floor Rating is assigned.

RATING SENSITIVITIES

IDRS

Specific factors that Fitch seeks additional clarity on before resolving the Outlook and potentially upgrading CEP's IDR will include host country clarification on internal TLAC, the quantum of internal TLAC, and whether it will be pre-positioned. The quantum is relevant because per Fitch's criteria the agency will look to the sufficiency of the amount of capital available to that subsidiary to recapitalize it. If the amount of TLAC is sufficient for recapitalization in Fitch's opinion and is pre-positioned, Fitch will likely upgrade the subsidiary ratings; further, if home and host country regulators reach agreements where pre-positioning is not required, the rating will not be upgraded and the Outlook revised to stable.

If clarity on host country internal TLAC proposals is further delayed beyond the next six months, Fitch will likely revise the subsidiary Outlooks to Stable until such clarity on these proposals is articulated.

SUPPORT RATING

The SR is potentially sensitive to any change in assumptions around the propensity or ability of Citigroup to provide timely support to CEP.

The following ratings are assigned:

Citibank Europe plc

--Long-term IDR at 'A'; Outlook Positive

--Short-term IDR at 'F1'

--Support at '1'

The following ratings are affirmed and withdrawn:

Citibank International Limited

--Long-term IDR at 'A';

--Short-term IDR at 'F1'

--Support at '1'

Additional information is available on 'www.fitchratings.com.'

Applicable Criteria and Related Research:

--'Global Bank Rating Criteria' (March 20, 2015)

--'Global Non-Bank Financial Institutions Rating Criteria' (April 28, 2015)

Applicable Criteria

Global Bank Rating Criteria (pub. 20 Mar 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=863501

Global Non-Bank Financial Institutions Rating Criteria (pub. 28 Apr 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=865351

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=997473

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=997473

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.