CITIGROUP INC — Annual Report 2011

Jun 21, 2011

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EXPLANATORY NOTE

The Citigroup 401(k) Plan is filing this amendment to its Form 11-K for the fiscal year ended December 31, 2010 (the “Form 11-K”) because it inadvertently omitted the conformed signature of the authorized signatory in the initial filing of the Form 11-K.

The conformed signature is now included in the Report of Independent Registered Public Accounting Firm of this filing.

There are no other changes to the financial statements or other information provided by the Plan’s administrator in the original filing, and this amendment is not intended to update any other information presented in the Form 11-K filed on June 17, 2011.

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CITIGROUP 401(k) PLAN

Financial Statements and Supplemental Schedules

December 31, 2010 and 2009

(With Report of Independent Registered Public Accounting Firm Thereon)

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CITIGROUP 401(k) PLAN

Financial Statements and Supplemental Schedules

December 31, 2010 and 2009

Table of Contents

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Report of Independent Registered Public Accounting Firm	1
Financial Statements:
Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009	2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2010 and 2009	3
Notes to Financial Statements	4
Supplemental Schedules*
Schedule H, Line 4i (Form 5500) – Schedule of Assets (Held at End of Year)
as of December 31, 2010	24
Schedule H, Line 4j (Form 5500) – Schedule of Reportable Transactions
for the Year Ended December 31, 2010	36
Signatures	37
Index to Exhibit	38
EX-23.1: Consent of KPMG LLP

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• Other schedules required by Form 5500, which are not applicable, have been omitted.

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Report of Independent Registered Public Accounting Firm

The Plan’s Administration Committee Citigroup Inc.:

We have audited the accompanying statements of net assets available for benefits of the Citigroup 401(k) Plan (the Plan) as of December 31, 2010 and 2009, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan Administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2010 and supplemental Schedule H, line 4j – Schedule of Reportable Transactions for the year ended December 31, 2010 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. The supplemental schedules are the responsibility of the Plan Administrator. These supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

New York, New York June 17, 2011

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CITIGROUP 401(k) PLAN

Statements of Net Assets Available for Benefits

December 31, 2010 and 2009

	2010
Assets:
Investments, at fair value:
Cash and Short-term Investments	$ 658,755,178	$	610,728,718
U.S. Equities:
Large Cap Companies	836,405,713		565,054,314
Mid Cap Companies	75,682,261		74,181,600
Small Cap Companies	88,521,300		70,040,586
Non-U.S. Equities	149,361,367		134,647,512
Mutual Funds	1,095,223,753		1,017,977,144
Collective Trusts and Other Investments	3,977,082,020		3,344,171,434
Guaranteed Investment Contracts	1,153,172,764		1,249,074,609
Wrapper Contracts	2,506,307		3,544,502
Total Investments	8,036,710,663		7,069,420,419
Loans receivable from participants	194,128,824		178,042,074
Receivables:
Investments sold but not delivered	1,420,957		654,065
Interest and dividends	2,044,289		1,688,530
Participant contributions	14,705,980		15,559,541
Employer contributions	287,583,804		456,477,577
Other receivables	74,091		277,987
Total receivables	305,829,121		474,657,700
Total assets	8,536,668,608		7,722,120,193
Liabilities:
Investments purchased but not received	4,786,529		4,486,360
Payable for trustee and administrative fees	4,171,125		5,066,903
Total liabilities	8,957,654		9,553,263
Net assets reflecting all investments at fair value	8,527,710,954		7,712,566,930
Adjustment from fair value to contract value for fully benefit-
responsive investment contracts	(56,099,540	)	(22,091,173	)
Net assets available for benefits	$ 8,471,611,414	$	7,690,475,757

See accompanying notes to Financial Statements.

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CITIGROUP 401(k) PLAN

Statements of Changes in Net Assets Available for Benefits

Years Ended December 31, 2010 and 2009

	2010	2009
Additions to net assets attributed to:
Investment income:
Dividends	$ 45,779,037	$ 52,016,180
Interest	46,003,171	38,705,622
Net appreciation in fair value of investments	884,401,307	945,752,574
Net investment gain	976,183,515	1,036,474,376
Interest income from participant loans	9,619,050	19,118,429
Contributions:
Participants	425,313,229	532,326,753
Rollover	19,955,636	8,835,476
Employer	285,759,988	459,566,516
Total contributions	731,028,853	1,000,728,745
Total additions to net assets	1,716,831,418	2,056,321,550
Deductions from net assets attributable to:
Distributions to participants (note 1(l))	917,988,832	2,093,171,562
Trustee and administrative expenses	17,706,929	20,335,150
Dividends paid to participants	—	22,128
Total deductions from net assets	935,695,761	2,113,528,840
Net increase (decrease)	781,135,657	(57,207,290	)
Net assets available for benefits at:
Beginning of year	7,690,475,757	7,747,683,047
End of year	$ 8,471,611,414	$ 7,690,475,757

See accompanying notes to Financial Statements.

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

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| (1) |
| --- |
| The following brief description of the Citigroup 401(k) Plan (the Plan) is provided for
general information purposes only. Participants should refer to the Plan document for a more
complete description of the Plan’s provisions. |

| (a) |
| --- |
| The Plan is a defined contribution plan designed to encourage savings on the part of
eligible employees. The Plan covers eligible employees of Citigroup Inc. (the Company),
its subsidiaries and affiliates. The Company is the Plan Sponsor, as defined by the Plan.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended (ERISA). |
| The Plan was designed as an Employee Stock Ownership Plan (ESOP) within the meaning of
Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended (the Code). Effective
March 1, 2003, the Plan consists of an ESOP component and a non-ESOP component. The ESOP
component consists of any amount invested in the Citigroup Common Stock Fund under the
Plan. |
| Reliance Trust Company is the Trustee for the investments held in the Citigroup Common
Stock Fund. State Street Corporation is the Trustee of the Plan’s remaining investments.
Plan investments are held by State Street Bank & Trust Company, the Custodian, in a trust
fund established under the Plan. |
| The Plan is administered by AonHewitt, a third-party administrator. Effective July 1,
2009, recordkeeping services were transferred from ING to Hewitt Associates LLC.
Effective October 1, 2010, Hewitt Associates LLC merged with Aon Corporation to form
AonHewitt. |
| The Company maintains the Financial Education Program for participants through Financial
Engines Advisors LLC. Costs are paid by the Company. The program offers assistance on
asset allocation for participants’ Plan investments based on their individual risk
profile, retirement horizon, and other factors. Additionally, other financial resources
such as articles, tutorials and videos are available. |
| The Plan offers the Professional Account Manager Program through Financial Engines
Advisors LLC, which provides a personalized savings and investment strategy for the
participant to have their account professionally and proactively managed. Participants
who voluntarily elect this program are charged a maximum of 0.35% of their account
balance or $2.92 per month for each $10,000 in their account. For participants with
account balances over $100,000, advisory fees charged to the participant’s account are
slightly reduced. If the participant chooses to be part of the Professional
Account Manager Program, the fee is automatically deducted from their account. Effective
December 17, 2010, the Plan was expanded to offer additional professional investment
management to participant’s near retirement. This program is designed to balance risk and
growth in participant’s Plan account before retirement and manage retirement payouts so
that the participant has payments through his or her retirement. Under this program, the
participant can elect to receive retirement payouts from the participant’s Plan account
on a monthly basis. |

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

(b)	Eligibility
	Eligible employees generally include employees performing services for the Company and
employees of participating subsidiaries, as defined in the Plan document.
	Full time employees or part-time employees scheduled to work 20 or more hours a week are
eligible to participate on the first day of the first pay period after the participant
becomes an employee of the Company.
	Part-time employees scheduled to work fewer than 20 hours a week are eligible to
participate in the Plan on the January 1 or July 1 after the employee is credited with at
least 1,000 hours of service during the first 12 months with the Company or at least
1,000 hours of service in any calendar year beginning after the employee’s date of hire.
(c)	Employee Contributions
	An eligible employee may elect to have a portion of his or her regular pay, which
generally includes overtime, commissions, shift differential pay, and periodic incentive
bonuses, reduced each pay period, in any 1% increment, by an amount up to 50% of his or
her eligible pay (subject to a statutory limitation of $16,500 for 2010 and 2009) as
before-tax contributions. Employee before-tax contributions and employer contributions
(described below in note 1(d)), as well as the earnings thereon, are taxed to the
participant at the time of distribution.
	Eligible full or part-time employees will automatically be subjected to the Plan’s
automatic enrollment provision and enrolled to contribute to the Plan 90 days after the
eligibility date. If eligible employees do not want to be enrolled automatically in the
Plan, they have a 90-day grace period from their eligibility date to decline
participation in the automatic enrollment. The initial automatic deferral percentage is
3%. Contributions are invested in the BGI LifePath 2050 Fund if the participant has not
elected an investment option. Participants whose first date of hire is on or after
January 1, 2007 and who are automatically enrolled in the Plan will be deemed to have
filed a deferral election authorizing his or her before-tax contributions to be increased
by 1% annually up to a maximum of 10%, unless the participant directs otherwise. An
automatically enrolled employee may change the rate of before-tax deferrals at any time.
	Catch-up contributions are permitted in accordance with Section 414 (v) of the Code.
Participants who are over age 50 by the plan year-end can contribute up to 49% of his or
her eligible pay up to $5,500 for both 2010 and 2009, bringing those participants’
statutory limitation on before-tax contributions to $22,000 for 2010 and 2009. There is
no automatic enrollment for catch-up contributions.
	In addition, the Code limits contributions for highly compensated participants, defined
by the Code to be participants with annual compensation over $110,000 for 2010 and 2009.

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

(d)	Employer Contributions
	During 2010 and 2009 employer contributions consisted of three major components: the
Company matching contribution, fixed contribution, and transition contribution. A
one-time Company contribution is also provided to certain grandfathered participants on a
limited basis when they become eligible.
	In 2010, the Company matching contribution was equal to 100% of participant’s
contribution up to 4% of the participant’s eligible pay (up to the annual compensation
maximum set by the Code) for eligible employees at all compensation levels. In 2009, the
company match was equal to 100% of participant’s contribution up to 6% of the
participant’s eligible pay.
	A fixed contribution of up to 2% of eligible pay is credited to the Plan’s eligible
employees’ accounts whose total compensation is less than $100,000.
	An annual transition contribution is credited to the Plan accounts of certain employees
who exceed the maximum matching contribution and, if eligible, the fixed contribution.
Participants eligible for the annual transition contribution generally include employees
with longer service who were eligible participants in the Citigroup Pension Plan and have
been continuously employed by the Company since December 31, 2006.
	At December 31, 2010, and December 31, 2009 the employer contribution receivable was $288
million and $457 million, respectively. Approximately $70 million of the 2009
contribution related to participants who left the Plan in connection with the joint
venture between the Company and Morgan Stanley. The employer contribution receivable at
December 31, 2010 and December 31, 2009 includes $212 million and $367 million related to
the Company matching contribution, respectively.
	Company contributions relating to 2010 and 2009 were credited to participant accounts in
2011 and 2010, respectively.
(e)	Participant Accounts
	The Plan maintains a separate account for each participant, to which contributions,
expenses, investment gains and losses are allocated.
	Participants may elect to divide their deferral contributions, Company contributions, and
account balance among the investment fund options offered under the Plan in whole
increments of 1%.
	A participant may elect to suspend or resume his or her contributions, subject to the
Plan’s notice requirements. In addition, a participant may change the rate of his or her
contributions, subject to the Plan’s notice requirements, and may elect to change the
allocation of future contributions among the
funds daily. A participant may also elect to transfer the value of his or her
contributions in whole increments of 1% to other Plan investment fund or funds, subject
to certain restrictions.
	Changes requested by participants are implemented as soon as administratively
practicable, in accordance with the Plan document.

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

(f)	Rollover and Transfer Contributions
	The Plan permits participants to have their interests in other qualified plans rolled
over to the Plan or to make rollover contributions into the Plan from a conduit
individual retirement account (IRA), which holds amounts attributable solely to a
rollover from another qualified plan. Such transfers or rollovers to the Plan may only be
made with the approval of the Plan Administrator and do not affect any other
contributions made by or on behalf of a participant.
(g)	Investment Options
	Plan assets are held in a trust fund and are invested in the investment options offered
under the Plan at the direction of Plan participants, in accordance with the Plan
document. The Plan is intended to satisfy the requirements of Section 401(c) of ERISA.
	In general, Plan participants may move a portion or all of their account balance among
the Plan’s investment options through a fund transfer, reallocation, or rebalance,
generally not more frequently than once every seven calendar days. An exception to this
rule is that they may move a portion or all of their account balance into the Citi
Institutional U.S. Treasury Reserves Fund or the BlackRock TempFund at any time. However,
once a participant moves his or her account balance into one of these funds, he or she
cannot move those amounts out of the same fund for seven calendar days.
	In addition, Plan participants may not move an investment in the Stable Value Fund
through a fund transfer, reallocation, or rebalance directly into any of the three
investment options that are considered competitors of the Stable Value Fund: the Citi
Institutional U.S. Treasury Reserves Fund, the BlackRock TempFund, and the BFA LifePath
Index Retirement Fund. The BFA LifePath Index Retirement Fund is not considered a money
market fund or stable value fund. This restriction on transfers enables the Stable Value
Fund to secure higher-yielding, fixed-income investments intended to preserve principal
and earned interest.
	If a Plan participant moves a portion or all of their account balance from the Stable
Value Fund through a fund transfer, reallocation, or rebalance into any investment option
other than the three competing investment options named above, the amount moved must
remain invested in a non-competing investment option for at least 90 days before it can
be moved into one of the three competing investment options.
	These restrictions are subject to change at any time depending on generally applicable
Plan rules or the requirements of the funds.
	To the extent required by the compliance procedures of a mutual fund to ensure the fund’s
adherence to the market timing rules mandated by the Securities and Exchange Commission,
upon request by a mutual fund, the Plan may provide reports to the fund detailing Plan
participants’ trading activity in that particular fund.
	In general, no transaction costs are associated with the Plan, though the funds have the
right to impose redemption fees should they decide to do so. Currently, only the
Brandywine Global Bond Fund and the T. Rowe Price International Discovery Fund impose a
2% redemption fee on the sale of fund units within 60 days after any purchase of fund
units.

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

| | The Plan does not directly participate in securities lending programs; however, one or
more of the investment options available to Plan participants provide for securities
lending. The investment manager for an investment option determines the terms of, and the
extent to which, securities lending is used. Engaging in securities lending is intended
to benefit Plan participants investing in such investment offering and the Plan overall. |
| --- | --- |
| | Effective March 26, 2009, the Private Capital All Cap Value Fund was eliminated.
Existing balances were transferred automatically to the SSgA Russell 3000 Fund on that
date. Effective September 8, 2009, the AIG International Small Cap Fund and the SSgA
International Small Cap Index Fund were replaced with the T. Rowe Price International
Discovery Fund. Existing balances in the eliminated funds were transferred automatically
on that date to the T. Rowe Price International Discovery Fund. Effective December 17,
2009, the Plan eliminated the BFA 2010 Fund investment option, which was liquidated and
the proceeds were transferred to the existing Life Path Retirement Fund. In addition, the
BFA LifePath 2050 fund was added as an investment option and added as the default
investment fund for participants whose projected year of retirement is 2050 and who do
not choose an investment option for their contributions. Effective December 17, 2009,
the Clearbridge Multi-Cap Growth Fund was eliminated and participant balances were
transferred automatically to the SSgA Russell 3000 Fund on that date. Effective December
17, 2010, the PIMCO All Asset All Authority Fund was added as an investment option under
the Plan. Effective December 17, 2010, the investment manager of Small Cap Growth Fund
was transitioned from NorthPointe Capital to Numeric Investors. The strategy for the BFA
LifePath Funds was also changed from an active strategy to an index strategy, effective
December 17, 2010. |
| | Effective May 29, 2009, the guaranteed investment contracts within the Travelers
qualified voluntary employee contributions (QVEC) program were removed as an investment
option within the Plan. Participants were given the option of transferring their QVEC
balance into any of the investment alternatives offered by the Plan. In addition, a
participant of the Plan who had a balance in the Travelers QVEC, had the right to request
and receive an immediate distribution of their QVEC account balance on or before May 28,
2009. This distribution was offered as a lump sum cash payment for eligible participants
who attained age 59 1 / 2 or rolled over into an IRA or other qualified retirement savings
vehicle. If an election was not made by the participant by May 28, 2009 the
participant’s QVEC balance was transferred as of the close on May 29, 2009 into the
BlackRock TempFund. |
| (h) | Vesting |
| | The rights of a participant to his or her own before-tax contributions and any earnings
thereon are at all times fully vested and nonforfeitable. |
| | Any Plan participant who performs an hour of service after June 26, 2007, will be fully
vested in his or her Company matching contributions. |
| | Company fixed and transition contributions, as described in note 1(d), vest according to
the following schedule: |

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

| • | Upon completion of three years of service. Once three years of service has
been attained, any fixed and/or transition contributions made on a
participant’s behalf will be immediately vested; |
| --- | --- |
| • | If a participant reaches age 55, dies, or becomes disabled while in
service; |
| • | In the case of a full or partial termination of the Plan or complete
discontinuance of contributions under the Plan. |

| | Once a participant is vested in his or her Company contributions, those contributions are
available for distribution or rollover once he or she leaves the Company. |
| --- | --- |
| (i) | Forfeited Accounts |
| | Forfeitures are used to offset expenses of the Plan. During 2010, $1.9 million of
forfeitures were used to offset Plan expenses. During 2009, forfeitures were not utilized
to offset Plan expenses. As of December 31, 2010 and 2009, unallocated forfeitures were
$377,996 and $1,962,828, respectively. |
| (j) | Loan Receivable from Participants |
| | As explained further in note 2(e), participant loans are classified as loan receivable
from participants in accordance with ASU 2010-25 Topic 962. |
| | Subject to the Plan’s provisions and the requirements contained within ERISA and the
Code, participants may apply for up to two loans from the Plan at a fixed annual interest
rate equal to the prime rate, as published in The Wall Street Journal for the fifteenth
business day of the month in which the loan application is initiated, plus 1%. Loans may
be made for a minimum amount of $1,000, the maximum of which would be the lesser of 50%
of the participant’s vested account balance or $50,000, less the highest outstanding loan
balance in the previous twelve months. Loans
receivable from participants as of December 31, 2010 and 2009 bore interest rates from
4.25% to 11.00% and 4.25% to 11.50%, respectively. |
| | Loans receivable from participants are valued at amortized cost. |
| | Loan repayments by participants who are employed by the Company are generally made
through after-tax payroll deductions. Manual loan repayments by participants who are no
longer employed by the Company and who are eligible to make manual loan repayments are
submitted directly to AonHewitt, the recordkeeper. Loan terms range from 1 to 5 years for
general-purpose loans or up to 20 years for the purchase of a primary residence. |
| | Each loan is secured through the vested balance in the participant’s Plan account. If a
participant defaults on his or her loan by failing to make timely repayments, the
outstanding principal and interest due on the loan is treated as a deemed distribution
and reported as a taxable distribution to the participant in the year of default. If the
participant has an outstanding loan and takes a distribution of his or her Plan benefit,
the outstanding principal and interest due on the loan is included in the amount
distributed to the participant. |

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

| | A participant applying for a general-purpose loan through the Plan will be charged a $50
loan application fee. The loan application fee is nonrefundable and will be used to
offset the administrative expenses associated with the loan. The fee will be deducted
from the participant’s Plan account at the time his or her loan request is processed.
Plan participants who reside in Florida may be subject to an additional tax imposed by
Florida law which is deducted from the participant’s Plan account at the time his or her
loan request is processed. |
| --- | --- |
| (k) | Withdrawals |
| | Prior to termination of employment, a participant may withdraw, subject to the Plan’s
notice requirements, all or a portion of the value of his or her participant account and
the vested value of his or her Company contribution account if the participant has
attained age 59 1 / 2 or becomes totally and permanently disabled, or all or a certain portion
of the value of his or her participant account in the event of demonstrated financial
hardship, subject to the Plan’s provisions. Withdrawals to which a participant is
entitled are the amounts that can be provided by the contributions and income thereon
(including net realized and unrealized investment gains and losses) allocated to each
participant’s account, less allocated expenses. Withdrawals from the Citigroup Common
Stock Fund and the State Street Common Stock Fund may be paid in either shares of common
stock or cash at the discretion of the participant, with the exception of a hardship
withdrawal, which must be paid in cash. Fractional shares and withdrawals from other
funds are paid in cash. |
| (l) | Distributions |
| | A participant, after leaving the Company, can have the total of his or her account
distributed in accordance with the provisions of the Plan. |
| | If the value of a participant’s account exceeds $5,000, the participant may elect to
defer the commencement of his or her distribution until his or her normal retirement age
or may request a distribution at any time in the form of a lump-sum payment or
installments. The value of this distribution will be based on the value of the
participant’s accounts at the valuation date that coincides with the distribution, to the
extent administratively practicable. If the participant has terminated employment,
minimum distributions must commence no later than April 1 of the calendar year following
the calendar year in which the participant attains age 70 1 / 2 . If the participant is still
employed at age 70 1 / 2 , minimum distributions must commence when the participant retires or
otherwise separates from services. |
| | If the value of a participant’s account is between $1,000 and $5,000, the Plan will
automatically roll the participant’s account over to an IRA, if the participant does not
elect otherwise within 90 days of receiving a notice from the Plan. This provision does
not apply to participants who are age 65 or older. If the Plan participant is age 65 or
older and his or her account balance is $5,000 or less, the Plan will distribute his or
her account as a lump-sum distribution and withhold the applicable taxes. If the value of
a participant’s account is less than $1,000, the Plan will distribute the participant’s
account upon termination of employment, unless otherwise instructed. |
| | Distributions to which a participant is entitled are the amounts that can be provided by
the contributions and income thereon (including net realized and unrealized investment
gains and losses) allocated to each participant’s account, less allocated expenses.
Distributions from the Citigroup |

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

| Common Stock Fund and the State Street Common Stock Fund
may be paid in either shares of common stock or cash at the discretion of the
participant. Fractional shares and distributions from other funds are paid in cash. |
| --- |
| Of the distributions paid in 2009, approximately $1.1 billion related to participants
leaving the Plan in connection with the joint venture between the Company and Morgan
Stanley. See Note 9 for additional details on the joint venture. |

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(2) Summary of Significant Accounting Policies

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(a)	Basis of Presentation
	The financial statements of the Plan are prepared under the accrual basis of accounting.
(b)	Use of Estimates
	The preparation of the financial statements are in conformity with U.S. generally
accepted accounting principles and requires the Plan’s management to make estimates and
assumptions that affect the reported amounts of assets, and liabilities, changes therein,
and disclosure of contingent assets and liabilities at the date the financial statements
are prepared. Actual results could differ from those estimates and assumptions.
(c)	Investment Valuation and Income Recognition
	Plan investments are stated at fair value.
	Stocks and bonds traded on national securities exchanges are valued at their closing
market prices. When no trades are reported, they are valued at the most recent bid
quotation; securities traded in the over-the-counter market are valued at their last sale
or bid price. This includes domestic and international equities in separately managed
accounts.
	The shares of common stock held by the Citigroup Common Stock Fund and the State Street
Common Stock Fund are reported at the last reported sale price on The New York Stock
Exchange for the last business day of the year. Collective Trusts are valued at the net
asset value as reported by the sponsor of the fund. Mutual funds are valued at the net
asset value reported in the active market where the fund is traded on a daily basis.
	Short-term money market investments are valued at cost, which approximates fair value.
	Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
	The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 962 (formerly known as FASB issued staff position No. AAG INV-1 and Statement of
Position (SOP) 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by
Certain Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans ) requires the Plan to report
GICs at fair value. As required under ASC 962, the statements of net assets available for
benefits presents the holdings of these fully benefit-responsive investment contracts at
fair value with an offsetting adjustment which, when net

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

| | against the fair value, will
equal contract value. Fair values of the underlying investments in the synthetic GICs are
based on quoted prices in active markets. The statements of net assets available for
benefits reflect amounts for (a) total assets, (b) total liabilities, (c) net assets
reflecting all investments at fair value, and (d) net assets available for benefits. The
amount representing the difference between (c) and (d) is presented on the face of the
statements of net assets available for benefits as a separate line item, calculated as
the sum of the amounts necessary to adjust the portion of net assets attributable to each
fully benefit-responsive investment contract from fair value to contract value. |
| --- | --- |
| (d) | Payment of Benefits |
| | Benefits are recorded when paid. |
| (e) | Recent Accounting Pronouncements |
| | In January 2010, the FASB issued ASC Update 2010-06, Fair Value Measurements and
Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements . This
guidance requires:
(i) separate disclosure of significant transfers between Level 1 and Level 2 and reasons
for the transfers; (ii) disclosure, on a gross basis, of purchases, sales, issuances, and
net settlements within Level 3; (iii) disclosures by class of assets and liabilities; and
(iv) a description of the valuation techniques and inputs used to measure fair value for
both recurring and nonrecurring fair value measurements. This guidance is effective for
reporting periods beginning after December 15, 2009, except for the Level 3 disclosure
requirements, which will be effective for fiscal years beginning after December 15, 2010
and interim periods within those fiscal years. The adoption of this guidance is
reflected, where applicable, throughout these financial statements. |
| | In September 2010, the
FASB issued ASC Update 2010-25, Plan Accounting – Defined
Contribution Pension Plans (Topic 962) – Reporting Loans to Participants by Defined
Contribution Pension Plans . This guidance requires participant loans be: (i) measured at
their unpaid principal balance plus any accrued but unpaid interest; and (ii) classified
as notes receivable from participants for reporting purposes. This guidance is effective
for reporting periods beginning after December 15, 2010. The adoption of this guidance is
reflected, where applicable, throughout these financial statements. |
| (f) | Reclassifications |
| | Prior year amounts have been reclassified to conform to the current year presentation. |

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

xbrl,n

(3)
A summary of the Plan’s investments as of December 31, 2010 and 2009 is listed below.

	2010
Cash and Short-term Investments
Blackrock TempFund	$ 368,368,084	$	426,824,845	**
Other Cash and Short-term Investments, invidually less than 5% of net assets	290,387,094		183,903,873
Total Cash and Short-term Investments	658,755,178		610,728,718
U.S. Equities:
Large Cap Companies
Citigroup Inc	701,734,489	*	422,359,675	**
Other Large Cap Companies Equities, individually less than 5% of net assets	134,671,224		142,694,639
Total Large Cap Companies Equities	836,405,713		565,054,314
Mid Cap Companies	75,682,261		74,181,600
Small Cap Companies	88,521,300		70,040,586
Total U.S. Equities	1,000,609,274		709,276,500
Non-U.S. Equities	149,361,367		134,647,512
Mutual Funds
Dimensional Invt Group Inc	160,871,776		506,813,508	**
Other Mutual Funds, individually less than 5% of net assets	934,351,977		511,163,636
Total Mutual Funds	1,095,223,753		1,017,977,144
Collective Trusts and Other Investments
Citigroup Lb Agg Bond Index	423,247,929		408,473,589	**
Citigroup S&P 500 Index	888,212,140	*	776,661,590	**
Citigroup Russell 3000 Index	445,835,774	*	430,565,519	**
Other Collective Trusts, individually less than 5% of net assets	2,219,786,177		1,728,470,736
Total Collective Trusts and Other Investments	3,977,082,020		3,344,171,434
Guaranteed Investment Contracts, individually less than 5% of net assets	1,153,172,764		1,249,074,609
Wrapper Contracts	2,506,307		3,544,502
Investments, at fair value	$ 8,036,710,663	$	7,069,420,419

*	Represents 5% or more of Plan’s net assets at December 31, 2010.
**	Represents 5% or more of Plan’s net assets at December 31, 2009.

In connection with acquisitions made by the Company or a predecessor company, the Plan’s investments as of December 31, 2010 and 2009 include $4.3 million and $4.4 million, respectively, of the State Street Common Stock Fund, a closed fund.

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

The Plan’s investments (including investments bought and sold during the year) appreciated (depreciated) in value by $884,401,307 in 2010 and $945,752,574 in 2009, as follows:

Cash and Short-term Investments	2010 — $ 3,203	2009 — $ 12,420
Equity Investments	262,737,224	(62,806,578	)
Mutual Funds	102,860,615	327,614,136
Collective Trusts and Other Investments	518,800,265	680,932,596
	$ 884,401,307	$ 945,752,574

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| (4) |
| --- |
| The Plan’s Stable Value Fund (“Fund”) invests in fully benefit-responsive investment
contracts, including both traditional and synthetic GICs issued by insurance companies,
wrapper contracts, and short term investments. |
| Traditional GICs are investment contracts backed by the general assets of the issuer. The
issuer agrees to provide the Fund with a guaranteed interest rate on the Fund’s investment for
a specified period of time. Participants may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value. Contract value represents
contributions made under the contract, plus earnings, less participant withdrawals and
administrative expenses. |
| Synthetic GICs consist of two parts: an underlying investment owned directly by the Plan and a
“wrapper” contract purchased from an insurance company. The wrapper contract guarantees full
payment of principal and interest. The wrapper contracts are obligated to provide an interest
crediting rate of not less than zero. The wrapper contract amortizes the realized and
unrealized gains and losses on the underlying fixed income investments, typically over the
duration of the investments, through adjustments to the future interest crediting rate. These
investments are credited with earnings on the underlying investments and charged for
participant withdrawals and administrative expenses. Participants may ordinarily direct the
withdrawal or transfer of all or a portion of their investment at contract value. |
| Gains and losses in the fair value of the underlying investments, relative to the wrapper
contract value, are represented on the Statement of Net Assets Available for Benefits as
“adjustment from fair value to contract value”. If the adjustment amount is positive, this
indicates that the wrapper contracts’ values are greater than the fair value of the underlying
investments. The embedded fair value losses will be amortized in the future through a lower
interest crediting rate. If the adjustment amount is negative, this indicates that the wrapper
contracts’ values are less than the fair value of the underlying investments. The amortization
of the embedded fair value gains will cause the future interest crediting rate to be higher. |
| There are no reserves against contract value for credit risk of the contract issuers or
otherwise. The crediting rates for GICs as of December 31, 2010 and 2009 ranged from 3.24% to
5.19% and from 0.25% to 6.80%, respectively. The crediting interest rate is based on a formula
agreed upon with the issuers. At December 31, 2010 and 2009, the fair value of GICs amounted
to $1,153 million and $1,249 million respectively. During 2010, the Plan ceased to invest in
traditional GICs. Included in the fair value of GICs at December 31, 2009, $107 million
related to investments in traditional GICs. |

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

An investment contract is considered fully benefit-responsive if all of the following criteria are met:

| • | The investment contract is between the fund and the issuer, and the contract cannot be sold
or assigned. |
| --- | --- |
| • | The contract issuer must be obligated to repay principal and interest to participants in the
fund, or provide prospective crediting rate adjustments that cannot result in an interest
crediting rate less than zero. |
| • | All permitted participant-initiated transactions occur at contract value, without
limitations. |
| • | An event that limits the ability of the participant to transact at contract value is not
probable. |
| • | The fund must allow participants reasonable access to their funds. |

| The Plan’s management has concluded the GICs to be fully benefit-responsive investment
contracts and has reported at fair value, rather than contract value. |
| --- |
| The Fund owns units of the State Street Short Term Investment Fund, which serves as the Fund’s
short term liquidity vehicle. |
| The statements of net assets available for benefits of the Plan is prepared on a basis that
reflects income credited to participants in the Plan and realized and unrealized gains and
losses only on those investment contracts that are not deemed fully benefit-responsive, as
defined in the following table: |

Portfolio characteristics:
Average yield earned by entire fund	3.45 %	3.36 %
Return on assets for 12 months	3.79	3.16
Current crediting rate	3.68	3.52
Effective duration in years	2.86	3.43

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

The table below represents a listing of the underlying GICs held by the Plan and a reconciliation from fair value to contract value at December 31, 2010.

December 31, 2010	S&P /		GIC	Wrapper	Adjustment
	Moodys		Fair	contract	To contract		Contract
Issuer	Ratings	Yield	value	fair value	value		value
AIG Financial Products Contract No. 725839	AA-/Aa3	3.24 %	$ 243,684,758	$ 608,689	$ (3,219,178	)	$ 241,074,269
AIG Financial Products Contract No. 725840	AA/Aa2	5.19	185,593,513	1,035,448	(18,726,030	)	167,902,931
ING Life & Annuity Company Contract No. 60266	AA/Aa2	3.77	187,178,582	307,574	(6,483,497	)	181,002,659
JP Morgan Chase Bank Contract No. Citigroup01	AAA/Aaa	5.06	45,603,083	9,307	(1,841,753	)	43,770,637
Natixis Financial Pro ducts Contract No. WR1937-01	AA-/Aa3	3.21	243,684,758	145,877	(3,091,541	)	240,739,094
Natixis Financial Products Contract No. WR1937-02	AAA/Aaa	4.65	21,376,425	11,638	(652,238	)	20,735,825
Royal Bank of Canada Contract No. Citigroup01	AA/Aa2	5.11	226,051,645	387,774	(22,085,303	)	204,354,116
Total			$ 1,153,172,764	$ 2,506,307	$ (56,099,540	)	$ 1,099,579,531

The table below represents a listing of the underlying GICs held by the Plan and a reconciliation from fair value to contract value at December 31, 2009.

December 31, 2009	S&P /		GIC	Wrapper	Adjustment
	Moodys		Fair	contract	to contract		Contract
Issuer	Ratings	Yield	value	fair value	value		value
AIG Financial Products Contract No. 725839	A+/A1	0.25 %	$ 227,470,243	$ 1,173,447	$ 4,418,624		$ 233,062,314
AIG Financial Products Contract No. 725840	AA/Aa2	6.80	205,951,446	1,218,947	(12,915,245	)	194,255,148
ING Life & Annuity Company Contract No. 60266	AA+/Aa1	4.30	176,896,013	308,633	(2,672,751	)	174,531,895
JP Morgan Chase Bank Contract No. Citigroup01	AAA/Aaa	4.87	64,276,829	28,054	(2,565,373	)	61,739,510
MetLife Insurance Company Contract No. 90008B	AA/Aa2	4.19	23,848,212	—	2,681		23,850,893
Monumental Life Insur (Aegon) Contract No. SV04359Q	AA-/A1	4.41	8,928,880	—	1,056		8,929,936
Monumental Life Insur (Aegon) Contract No. SV04490Q	AA-/A1	4.48	24,645,303	—	2,959		24,648,262
Natixis Financial Products Contract No. WR1937-01	A+/A1	0.25	227,470,243	347,373	5,035,666		232,853,282
Natixis Financial Products Contract No. WR1937-02	AAA/Aaa	4.31	34,062,875	32,814	(1,221,066	)	32,874,623
Principal Capital Management Contract No. 4-29618-10	A+/Aa3	4.65	49,677,871	—	6,185		49,684,056
Royal Bank of Canada Contract No. Citigroup01	AA/Aa2	6.72	205,846,694	435,234	(12,183,909	)	194,098,019
Total			$ 1,249,074,609	$ 3,544,502	$ (22,091,173	)	$ 1,230,527,938

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| (5) |
| --- |
| The Plan invests in a variety of investment securities. Investment securities, in general, are
exposed to various risks, such as interest rate, credit, and overall market volatility risk.
Due to the level of risk associated with certain investment securities, it is reasonable to
expect that changes in the values of investment securities will occur in the near term and
that such changes could materially affect participant account balances and the net assets
available for benefits. |
| The Plan’s exposure to a concentration of credit risk is limited by the diversification of
investments across participant-directed fund elections and one election that is closed to new
contributions. Additionally, the investments within each investment fund option are further
diversified into varied financial instruments, with the exception of the Citigroup Common
Stock Fund and State Street Common Stock Fund, which primarily invest in the securities of a
single issuer. |

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

| | Plan investments include a variety of investments that may directly or indirectly invest in
securities with contractual cash flows. The value, liquidity, and related income of these
securities are sensitive to changes in economic conditions and may be adversely affected by
shifts in the market’s perception of the issuers and changes in interest rates. |
| --- | --- |
| | At December 31, 2010 and 2009, approximately 9% and 6%, respectively, of the Plan’s total
investments were invested in Citigroup, Inc. common stock. The underlying value of the
Company stock is subject to operational and market risks. |
| (6) | Related-Party Transactions |
| | Certain Plan investments are units of the Citigroup Common Stock Fund, which consists of
common stock issued by the Company. |
| | Certain Plan investments are shares of commingled trust funds managed by State Street and
common stock issued by State Street. State Street is the Trustee and Custodian of the Plan’s
investments. |
| | The Plan’s investment in the Company’s common stock was $702 million and $422 million at
December 31, 2010 and December 31, 2009, respectively. The Plan’s investment in State Street
common stock was $4.3 million and $4.4 million at December 31, 2010 and December 31, 2009,
respectively. These transactions qualify as exempt party-in-interest transactions. There have
been no known prohibited transactions with parties in interest. |
| (7) | Tax Status |
| | The Internal Revenue Service (the“IRS”) has determined and informed the Plan by a letter dated
June 5, 2002 that the Plan and related trust are established in accordance with applicable
sections of the Code, and therefore, the Plan qualifies as tax-exempt under Section 401(a) of
the Code. The Plan was amended and restated effective January 1, 2009. Although the Plan has
been amended since receiving the determination letter, the Plan’s administrator and the Plan’s
legal counsel believe that the Plan, as amended, continues to be qualified as tax-exempt, and
continues to operate in compliance with the applicable requirements of the Code. Therefore, no
provision for income taxes is included in the Plan’s financial statements. |
| | Accounting principles generally accepted in the United States of America require the Plan’s
management to evaluate tax positions taken by the Plan and recognize a tax liability (or
asset) if the Plan has taken an uncertain position that more likely than not would not be
sustained upon examination by the Internal Revenue Service. The Plan administrator has
concluded that as of December 31, 2010, there are no uncertain positions taken or expected to
be taken that would require recognition of a liability (or asset) or disclosure in the
financial statements. |
| | In June 2009, the Company’s board of directors adopted the “Tax Benefits Preservation Plan”
(the “Rights Plan”) in order to preserve the Company’s ability to utilize certain tax
benefits. Pursuant to the Rights Plan, the Company’s board of directors declared a dividend of
one preferred stock purchase right (a “Right”) of one share of Citigroup Inc. stock (“Company
Stock”). |
| | Although the Company Stock held in the Plan satisfied the definition of a “qualifying employer
security” under ERISA Section 407(d)(5), the Rights may not satisfy this definition. Further,
ERISA |

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

| | Section 407(a)(2) prohibits a fiduciary who has authority or discretion to control or manage
the assets of a plan to permit the plan to hold any “employer security” that violates ERISA
Section 407(a). |
| --- | --- |
| | On December 9, 2009, the Company filed a request for an individual exemption with the
Department of Labor (the “DOL”), and amended the exemption request on January 27, 2010 to
reflect comments received from the DOL. The Company has requested retroactive relief from the
ERISA prohibitions set forth in Title I of ERISA for the acquisition and holding of the Rights
by the Plan. The Company also requested relief from the prohibitions, as set forth in Code
Section 4975(c)(1)(A) through (E), for the acquisition of the Rights by the Plan. The DOL
issued the requested exemption on February 17, 2011, which is effective for the period June
22, 2009 (the date the Rights were issued) through June 10, 2012 (the expiration date of the
Rights, unless earlier terminated by the Company). |
| (8) | Plan Termination |
| | Although it has not expressed any intention to do so, the Company has the right under the Plan
to amend or discontinue its contributions at any time and to amend or terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination, either full or partial,
all amounts credited to the impacted participants’ accounts will become 100% vested and,
therefore, will not be subject to forfeiture. |
| (9) | Partial Plan Termination |
| | Effective June 1, 2009, the Company and Morgan Stanley entered into a joint venture that
combined the Global Wealth Management platform of Morgan Stanley with the Company’s Smith
Barney, Quilter and Australia private client networks. The Company sold 100% of these
businesses to Morgan Stanley in exchange for a 49% stake in the joint venture. |
| | Plan management, with the advice of the Plan’s legal counsel, determined that a partial plan
termination was triggered effective June 1, 2009 due to changes in the number of Plan
participants, as a result of the sale of certain businesses to Morgan Stanley as part of the
joint venture. Accordingly, Plan participants who were terminated as part of the 2009
company-wide re-engineering plan became retroactively fully vested in their employer
contributions on their termination date. Plan participants impacted by the joint venture were
vested in all prior employer contributions as a condition of the sale. |
| | Plan management communicated with impacted Plan participants regarding these vesting changes
and took other appropriate action. Since the partial Plan termination was triggered in 2009,
an additional employer contribution of $1,390,468 was required to restore forfeitures. This
contribution was transferred to the Plan in 2009 and is reflected in the statement of changes
in net assets available for benefits for the year ended December 31, 2009. |
| (10) | Administrative Expenses |
| | Plan provisions allow for administrative expenses, including, but not limited to, audit fees,
custodial and trustee fees, investment manager fees, and recordkeeping fees to be paid by the
Plan and allocated to participant accounts. Expenses related to monthly investment service
fees and loan fees are charged to participants’ investment balances and are reflected in the
value of their participant accounts. |
| | Any expenses not borne by the Plan are paid by the Company. |

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

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| (11) |
| --- |
| The Plan adopted FASB ASC 820 (formerly known as FASB Statement 157, Fair Value Measurements ),
as of January 1, 2008. ASC 820 does not determine or affect the circumstances under which fair
value measurements are used, but defines fair value, expands disclosure requirements around
fair value and specifies a hierarchy of valuation techniques based on whether the inputs to
those valuation techniques are observable or unobservable. Observable inputs reflect market
data obtained from independent sources, while unobservable inputs reflect the Company’s market
assumptions. These two types of inputs create the following fair value hierarchy: |

• Level 1 – Quoted prices for identical instruments in active markets.

• Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

• Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

| This hierarchy requires the Company to use observable market data, when available, and to
minimize the use of unobservable inputs when determining fair value. |
| --- |
| The methods described above may produce a fair value calculation that may not be indicative of
net realizable value or reflective of future fair values. Furthermore, while the Plan believes
its valuation methods are appropriate and consistent with other market participants, the use
of different methodologies or assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement at the reporting date. |
| As required by ASC 820, assets are classified in their entirety based on the lowest level of
input that is significant to the fair value measurement. |

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

The table below categorizes the Plan’s investments by level within the fair value hierarchy as of December 31, 2010.

	December 31, 2010 — Level 1	Level 2	Level 3	Total
Cash and Short-term Investments	$ 491,698,284	$ 167,056,894	$ —	$ 658,755,178
U.S. Equities
Large Cap Companies	836,405,713	—	—	836,405,713
Mid Cap Companies	75,682,261	—	—	75,682,261
Small Cap Companies	88,521,300	—	—	88,521,300
Non-U.S. Equities	149,361,367	—	—	149,361,367
Mutual Funds
Non-U.S. Stock Fund	881,849,791	—	—	881,849,791
U.S. Stock Fund	166,850	—	—	166,850
Non-U.S. Fixed Income Fund	73,302,285	—	—	73,302,285
High Yield Bond Fund	137,442,244	—	—	137,442,244
Global Allocation Fund	2,462,583	—	—	2,462,583
Collective Trusts and Other Investments	—	3,977,061,742	20,278	3,977,082,020
Guaranteed Investment Contracts	—	1,153,172,764	—	1,153,172,764
Wrapper Contracts	—	—	2,506,307	2,506,307
Investments, at fair value	$ 2,736,892,678	$ 5,297,291,400	$ 2,526,585	$ 8,036,710,663

The table below categorizes the Plan’s investments by level within the fair value hierarchy as of December 31, 2009.

	December 31, 2009 — Level 1	Level 2	Level 3	Total
Cash and Short-term Investments	$ 566,511,737	$ 44,216,981	$ —	$ 610,728,718
U.S. Equities
Large Cap Companies	565,054,314	—	—	565,054,314
Mid Cap Companies	74,181,600	—	—	74,181,600
Small Cap Companies	70,040,586	—	—	70,040,586
Non-U.S. Equities	134,647,512	—	—	134,647,512
Mutual Funds
Non-U.S. Stock Fund	851,840,117	—	—	851,840,117
U.S. Stock Fund	192,936	—	—	192,936
Non-U.S. Fixed Income Fund	49,896,573	—	—	49,896,573
High Yield Bond Fund	116,047,518	—	—	116,047,518
Collective Trusts and Other Investments	—	3,344,171,434	—	3,344,171,434
Guaranteed Investment Contracts	—	1,249,074,609	—	1,249,074,609
Wrapper Contracts	—	—	3,544,502	3,544,502
Investments, at fair value	$ 2,428,412,893	$ 4,637,463,024	$ 3,544,502	$ 7,069,420,419

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 investments for the year ended December 31, 2010.

	Level 3 Investments at Fair Value
	Year Ended December 31, 2010
	Wrapper	Other
	Contracts	Investments	Total
Balance, beginning of year	$ 3,544,502	$	—	3,544,502
Transfer into Level 3 investments	—		20,278	20,278
Unrealized loss relating to instruments
still held at the reporting date	(1,038,195	)	—	(1,038,195	)
Purchases, issuances and settlements	—		—	—
Balance, end of year	$ 2,506,307	$	20,278	2,526,585

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 investments for the year ended December 31, 2009.

	Level 3 Investments at Fair Value
	Year Ended December 31, 2009
		Other
	Wrapper	Insurance
	Contracts	Contracts	Total
Balance, beginning of year	$ 2,212,935	$ 28,432	$	2,241,367
Unrealized gains relating to instruments
still held at the reporting date	1,331,567	—		1,331,567
Purchases, issuances and settlements	—	(28,432	)	(28,432	)
Balance, end of year	$ 3,544,502	$ —	$	3,544,502

There was no transfer between level 1 and level 2 investments during the year ended December 31, 2010.

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(12) Pending Litigation

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During the fourth quarter of 2007, fourteen putative class actions were filed in the Southern District of New York (the Court) asserting claims under ERISA against the Company, the Plan’s administration and investment committees, and certain individuals alleged to have served as Plan fiduciaries. The Plan is not named as a defendant in these actions. These complaints, brought on behalf of all participants in the Citigroup 401(k) Plan and Citibuilder 401(k) Plan for Puerto Rico from January 1, 2007 through January 15, 2008, allege that defendants imprudently allowed Plan assets to be invested in Company common stock, although they knew or should have known that the Company’s stock price was artificially inflated, and that defendants failed adequately to disclose information to Plan participants and beneficiaries. On November 21, 2008, defendants filed a motion to dismiss the compliant. On January 22,

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

| 2008, thirteen actions were consolidated by the Court, and interim
lead plaintiff and counsel were appointed. On December 16, 2008, the fourteenth action was
consolidated into this litigation. On April 4, 2009, the Court heard an oral argument on the
motion. On August 31, 2009, the Court dismissed the case. An appeal was filed in the U.S. Court
of Appeals for the Second Circuit on September 8, 2009, and oral argument was held on October
28, 2010. A decision by the Second Circuit Court of Appeals has not yet been issued. |
| --- |
| In October 2007, a purported class action complaint was filed against the Company and the Plan
administration and investment committees, alleging that defendants engaged in prohibited
transactions and breached fiduciary duties under ERISA by allowing the investment of Plan assets
in Citigroup-affiliated mutual funds and the purchase of services from a Citigroup-affiliated
entity. The Plan is not named as a defendant in this action. The complaint was brought on
behalf of all participants in the Citigroup 401(k) Plan from 2001 through the present. On March
16, 2010, the Court dismissed the request to have this action certified as a class action and
all claims raised in the compliant, other than the claim that the Citigroup-affiliated mutual
funds charged excessive fees. Although this claim was not dismissed, the only issue before the
court is whether the statute of limitations has run with respect to this claim. |

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(13) Subsequent Events

xbrl,body

| Effective January 1, 2011, the maximum amount of matching contributions paid on employee
deferral contributions will be increased from 4% to 6% for eligible pay for all employees. |
| --- |
| On March 21, 2011, the Company announced a 1-for-10 reverse stock split of Company stock
effective after the close of trading on May 6, 2011. The Company stock began trading on a split
adjusted basis on the New York Stock Exchange at the opening of trading on May 9, 2011. All
Company stock in the Plan is held in the Citigroup Common Stock Fund, which uses a unitized
accounting methodology. When a participant invests in the Citigroup Common Stock Fund, he or
she owns a unit of the Fund, not actual shares of the Company. The reverse stock split has been
reflected in the Citigroup Common Stock Fund and the equivalent units held in the participant’s
Plan account has been be reduced by a factor of 10. The value of the participant’s investment in
the Citigroup Common Stock Fund on the date of the reverse stock split was unchanged by the
event. |
| The Plan’s management evaluated subsequent events through June 17, 2011, the date on which the
financial statements were issued and no additional disclosures were required. |

Folio 22 /Folio

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xbrl

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2010 and 2009

(14) Reconciliation of Financial Statements to Form 5500

xbrl,body

The following is a reconciliation of amounts reported in the financial statements to amounts reported on Form 5500 as of and for the years ended December 31, 2010 and 2009:

Net assets available for benefits per the financial statements	2010 — $ 8,471,611,414	$	7,690,475,757
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts	56,099,540		22,091,173
Net assets available for benefits per the Form 5500	$ 8,527,710,954	$	7,712,566,930
Net increase (decrease) in net assets plans per the financial statements	$ 781,135,657	$	(57,207,290	)
Prior year adjustment from contract value to fair value for
fully benefit-responsive investment contracts	(22,091,173	)	96,155,180
Current year adjustment from contract value to fair value for
fully-benefit responsive investment contracts	56,099,540		22,091,173
Net increase per Form 5500	$ 815,144,024	$	61,039,063

/xbrl,ns

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CITIGROUP 401(k) PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2010

Identity of issue	Number of — shares/units	Cost Value	Current Value
Cash And Short-Term Investments
BlackRock TempFund	368,368,084	$ 368,368,085	$ 368,368,085
Brazilian Real	70,954	42,125	42,744
Canadian Dollar	14	14	14
Citi Institutional U.S. Treasury Reserves	123,283,555	123,283,555	123,283,555
Egyptian Pound	206	36	35
Indonesian Rupiah	67,914,268	7,545	7,538
Israeli Shekel	19,482	5,132	5,501
New Taiwan Dollar	1,372,369	44,877	47,069
South Korean Won	1,550	1	1
State Street Bank and Trust Co Short Term Investment Fund	166,913,755	166,913,755	167,000,636
Total Cash And Short-Term Investments		658,665,125	658,755,178
U.S. Equities
Large Cap Companies
Allstate Corp	39,644	1,974,603	1,263,849
Altria Group Inc	73,896	1,538,135	1,819,307
American Express Co	74,595	3,649,965	3,201,597
Ameriprise Financial Inc	34,851	1,341,598	2,005,659
Annaly Capital Management In	83,892	1,231,139	1,503,340
Applied Materials Inc	88,874	1,618,582	1,248,684
At+T Inc	74,694	2,819,421	2,194,521
Bank Of America Corp	186,936	5,522,441	2,493,722
Baxter International Inc	39,744	2,086,590	2,011,831
Bristol Myers Squibb Co	100,957	2,790,156	2,673,348
Capital One Financial Corp	124,124	3,929,610	5,282,738
Cardinal Health Inc	44,038	1,217,089	1,687,085
Chubb Corp	21,570	1,013,956	1,286,405
* Citigroup Common Stock Fund	148,358,273	1,609,361,034	701,734,489
Conocophillips	58,318	4,221,799	3,971,424
Dominion Resources Inc/Va	40,942	1,720,772	1,749,047
Du Pont (E.I.) De Nemours	51,827	2,345,128	2,585,117
Eaton Corp	18,773	1,589,805	1,905,693
El Paso Corp	80,798	1,210,689	1,111,781
Emerson Electric Co	36,948	1,733,683	2,112,303
Entergy Corp	23,766	2,378,531	1,683,374
Fifth Third Bancorp	140,202	1,551,127	2,058,162
General Electric Co	91,571	1,466,922	1,674,825
Goodrich Corp	29,159	1,800,841	2,568,013
Hewlett Packard Co	51,527	2,041,699	2,169,293
Home Depot Inc	41,741	1,277,181	1,463,439
Honeywell International Inc	55,022	2,861,207	2,924,980
Illinois Tool Works	61,213	3,352,548	3,268,798
Intel Corp	103,853	1,483,105	2,184,032
Intl Business Machines Corp	20,471	2,074,824	3,004,332
Johnson + Johnson	33,752	2,061,487	2,087,578
Jpmorgan Chase + Co	63,011	2,676,622	2,672,922
Lorillard Inc	19,872	1,483,056	1,630,688
Marathon Oil Corp	65,907	2,223,195	2,440,529
Medtronic Inc	30,657	1,073,480	1,137,055
Microsoft Corp	109,645	2,103,470	3,061,287
Murphy Oil Corp	32,746	1,830,216	2,441,192
Occidental Petroleum Corp	43,638	2,558,361	4,280,917
Pfizer Inc	185,095	4,063,922	3,241,018
Philip Morris International	58,817	2,880,310	3,442,549
Pnc Financial Services Group	79,987	3,654,278	4,856,804
Raytheon Company	57,718	2,704,582	2,674,670
Reynolds American Inc	55,921	1,812,769	1,824,141
Spectra Energy Corp	141,100	3,043,682	3,526,101
Stanley Black + Decker Inc	82,683	4,531,606	5,529,018
* State Street Common Stock Fund	93,752	1,689,994	4,344,468
* State Street Corp	43,738	1,993,023	2,026,826

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CITIGROUP 401(k) PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2010

Identity of issue	Number of — shares/units	Cost Value	Current Value
Sysco Corp	28,360	718,780	833,781
Texas Instruments Inc	43,239	1,121,612	1,405,263
Unitedhealth Group Inc	68,303	3,061,379	2,466,436
Verizon Communications Inc	63,011	2,421,841	2,254,530
Walgreen Co	45,835	1,496,344	1,785,739
Wellpoint Inc	50,728	3,699,875	2,884,409
Wells Fargo + Co	98,061	3,169,106	3,038,921
Xcel Energy Inc	81,085	1,659,307	1,909,560
Xerox Corp	153,483	1,769,993	1,768,124
Total Large Cap Companies		1,734,706,469	836,405,713
Mid Cap Companies
Acme Packet Inc	1,199	51,294	63,718
Advance Auto Parts Inc	18,474	648,503	1,222,047
Alaska Air Group Inc	6,592	349,080	373,718
Alliance Data Systems Corp	31,356	1,312,629	2,227,193
Amerigroup Corp	8,690	369,343	381,659
Anixter International Inc	9,189	480,844	548,876
Bank Of Hawaii Corp	22,171	975,662	1,046,711
Brocade Communications Sys	35,828	218,807	189,530
Brown + Brown Inc	28,033	515,443	671,105
Bruker Corp	899	13,234	14,923
Centerpoint Energy Inc	129,417	2,134,051	2,034,435
Chimera Investment Corp	319,504	1,083,087	1,313,160
Cigna Corp	52,825	1,992,477	1,936,576
City National Corp	3,828	147,971	234,864
Computer Sciences Corp	25,065	1,397,143	1,243,202
Con Way Inc	29,787	952,707	1,089,300
Coventry Health Care Inc	101,856	4,113,965	2,688,998
Dana Holding Corp	21,475	325,507	369,584
Deckers Outdoor Corp	4,095	268,501	326,553
Del Monte Foods Co	17,374	179,576	326,637
Diamondrock Hospitality Co	36,802	247,207	441,629
Dun + Bradstreet Corp	16,577	1,208,741	1,360,770
East West Bancorp Inc	27,008	352,476	528,014
Family Dollar Stores	51,327	1,327,817	2,551,486
First Horizon National Corp	97,339	984,027	1,146,651
First Niagara Financial Grp	7,006	86,473	97,940
Forest Oil Corp	6,371	191,332	241,910
Gentex Corp	8,505	131,519	251,401
Graftech International Ltd	15,470	235,426	306,935
Hanesbrands Inc	80,686	2,015,967	2,049,422
Harsco Corp	19,448	538,752	550,769
Hatteras Financial Corp	8,370	207,132	253,356
Hcc Insurance Holdings Inc	25,284	597,826	731,732
Helmerich + Payne	5,222	166,538	253,152
Incyte Corp	4,395	74,343	72,779
Intermune Inc	2,297	81,993	83,623
Intl Flavors + Fragrances	1,124	35,764	62,500
Intl Game Technology	120,030	1,774,107	2,123,336
Itt Corp	37,347	2,324,539	1,946,162
Jabil Circuit Inc	22,374	325,912	449,492
Kennametal Inc	29,047	828,660	1,146,201
L 3 Communications Holdings	34,351	3,338,762	2,421,432
Limited Brands Inc	75,393	1,534,308	2,316,839
Mcmoran Exploration Co	56,225	689,647	963,704
Mdu Resources Group Inc	74,694	1,973,969	1,514,055
Mercury General Corp	4,652	214,644	200,089
Mfa Financial Inc	53,782	363,651	438,861
Microchip Technology Inc	60,914	1,239,072	2,083,863
Molex Inc	97,063	2,019,280	2,205,266
Myriad Genetics Inc	899	16,886	20,532

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CITIGROUP 401(k) PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2010

Identity of issue	Number of — shares/units	Cost Value	Current Value
New York Community Bancorp	116,735	1,712,418	2,200,454
Newell Rubbermaid Inc	47,033	777,725	855,069
Oceaneering Intl Inc	4,043	245,653	297,650
Omega Healthcare Investors	12,086	256,815	271,208
Omnicare Inc	80,386	2,464,197	2,041,009
On Semiconductor Corporation	143,937	1,083,793	1,422,093
Oneok Inc	6,591	338,580	365,585
Onyx Pharmaceuticals Inc	3,096	100,815	114,164
Pinnacle West Capital	43,638	1,701,603	1,808,807
Pride International Inc	1,769	54,046	58,374
Quest Diagnostics Inc	32,654	1,783,868	1,762,327
Quest Software Inc	15,782	403,529	437,782
Range Resources Corp	15,431	617,029	694,065
Raymond James Financial Inc	33,325	689,781	1,089,712
Rf Micro Devices Inc	75,312	513,556	553,545
Riverbed Technology Inc	17,979	495,880	632,323
Rock Tenn Company Cl A	499	26,127	26,944
Royal Gold Inc	6,901	334,016	376,989
Rpc Inc	949	16,343	17,194
Ryder System Inc	27,861	1,446,824	1,466,582
Sally Beauty Holdings Inc	7,791	103,421	113,202
Sandridge Energy Inc	9,759	134,590	71,436
Seacor Holdings Inc	899	82,266	90,875
Sirona Dental Systems Inc	10,288	391,446	429,833
Slm Corp	292,287	7,143,163	3,679,890
Solutia Inc	7,891	175,840	182,120
Sotheby S	3,796	148,554	170,801
Spx Corp	18,574	1,034,997	1,327,836
Steris Corp	6,093	219,287	222,147
Synovus Financial Corp	177,141	872,429	467,653
Tech Data Corp	1,998	81,584	87,937
Tenneco Inc	1,498	49,511	61,668
Tibco Software Inc	15,482	304,601	305,149
Tidewater Inc	28,413	1,514,823	1,529,731
Tw Telecom Inc	61,312	904,889	1,045,375
Verifone Systems Inc	1,298	29,384	50,070
Vishay Intertechnology Inc	32,362	358,014	475,078
Warnaco Group Inc/The	11,786	651,381	649,069
Wiley (John) + Sons Class A	15,391	495,210	696,268
Wr Grace + Co	11,886	379,907	417,560
Total Mid Cap Companies		72,794,490	75,682,261
Small Cap Companies
1st United Bancorp Inc/North	18,973	110,974	131,106
99 Cents Only Stores	32,755	528,716	522,113
Abm Industries Inc	15,389	326,989	404,719
Accelrys Inc	21,245	201,021	176,333
Acco Brands Corp	33,164	212,525	282,554
Actuant Corp A	7,820	140,267	208,174
Actuate Corp	8,890	47,303	50,671
Advance America Cash Advance	58,332	301,512	328,992
Advocat Inc	3,695	20,152	19,545
Affymax Inc	4,894	30,965	32,547
Air Transport Services Group	12,186	93,729	96,268
Alamo Group Inc	7,491	196,577	208,407
Align Technology Inc	1,298	25,081	25,372
Alliance Fiber Optic Product	2,197	30,843	34,456
Allied Healthcare Products	50,803	203,341	222,516
Almost Family Inc	1,199	43,365	46,050
Alnylam Pharmaceuticals Inc	1,199	14,757	11,818
Altra Holdings Inc	4,495	74,528	89,266
Amag Pharmaceuticals Inc	1,898	31,348	34,350

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CITIGROUP 401(k) PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2010

Identity of issue	Number of — shares/units	Cost Value	Current Value
Ameresco Inc Cl A	17,879	225,631	256,745
American Axle + Mfg Holdings	14,783	170,268	190,106
American Greetings Corp Cl A	80,350	1,442,028	1,780,556
Amkor Technology Inc	6,692	49,689	49,455
Amtech Systems Inc	18,978	378,521	477,294
Amtrust Financial Services	17,080	258,618	298,901
Anaren Inc	3,496	64,393	72,890
Ancestry.Com Inc	7,491	195,919	212,153
Anworth Mortgage Asset Corp	42,974	270,858	300,815
Applied Industrial Tech Inc	17,879	517,646	580,715
Ariad Pharmaceuticals Inc	54,536	241,129	278,136
Arqule Inc	11,287	64,015	66,254
Arvinmeritor Inc	1,099	23,464	22,546
Asbury Automotive Group	16,581	243,232	306,411
Associated Estates Realty Cp	7,991	111,309	122,178
Astronics Corp	699	15,316	14,683
Atrion Corporation	100	15,663	17,925
Audiovox Corp A	1,698	12,871	14,654
Avanir Pharmaceuticals Inc A	55,735	228,499	227,399
Aveo Pharmaceuticals Inc	1,199	16,624	17,524
Bancorp Inc/The	10,269	60,324	104,433
Bigband Networks Inc	44,043	128,626	123,320
Blue Coat Systems Inc	499	14,463	14,918
Boise Inc	8,390	66,136	66,534
Boston Beer Company Inc Cl A	5,294	453,646	503,390
Briggs + Stratton	35,053	746,114	690,203
Brightpoint Inc	21,675	186,218	189,220
Brooks Automation Inc	4,794	42,160	43,485
Caci International Inc Cl A	2,497	126,036	133,345
Callon Petroleum Co	7,991	47,453	47,305
Cambium Learning Group Inc	29,972	119,424	103,102
Capstead Mortgage Corp	34,654	381,560	436,290
Cardica Inc	4,794	21,793	20,904
Cardinal Financial Corp	1,298	13,367	15,101
Cardiovascular Systems Inc	18,778	197,949	219,140
Cardtronics Inc	13,684	236,790	242,208
Casella Waste Systems Inc A	121,750	1,184,496	863,209
Cash America Intl Inc	7,991	294,995	295,096
Cato Corp Class A	9,789	267,461	268,305
Cavco Industries Inc	10,414	349,537	486,211
Cec Entertainment Inc	300	11,737	11,635
Celadon Group Inc	14,383	202,913	212,728
Celldex Therapeutics Inc	36,657	186,067	151,028
Center Financial Corp	14,712	61,458	111,517
Central Euro Distribution Cp	28,208	658,259	645,956
Century Casinos Inc	95,127	391,673	230,206
Chemed Corp	8,790	521,868	558,237
China North East Petroleum	5,494	31,097	31,643
Cincinnati Bell Inc	77,932	271,516	218,210
Clayton Williams Energy Inc	2,997	230,769	251,617
Clearwater Paper Corp	5,793	405,285	453,611
Cloud Peak Energy Inc	22,374	412,052	519,746
Coca Cola Bottling Co Consol	6,193	359,299	344,195
Codexis Inc	6,492	61,025	68,820
Cogo Group Inc	49,842	383,115	441,101
Coherent Inc	7,835	204,671	353,680
Coinstar Inc	22,125	731,132	1,248,761
Collective Brands Inc	14,711	181,581	310,401
Columbia Banking System Inc	28,882	507,886	608,260
Comstock Resources Inc	43,228	1,513,513	1,061,690
Comtech Telecommunications	12,785	350,764	354,531
Cooper Tire + Rubber	49,031	887,211	1,156,151

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CITIGROUP 401(k) PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2010

Identity of issue	Number of — shares/units	Cost Value	Current Value
Cornerstone Therapeutics Inc	17,979	114,281	104,099
Corvel Corp	3,496	158,467	169,028
Cpi Corp	13,884	365,867	313,080
Cracker Barrel Old Country	9,988	489,883	547,062
Crawford + Company Cl A	115,529	591,478	280,735
Cray Inc	32,035	194,083	229,053
Credit Acceptance Corp	200	12,324	12,539
Crocs Inc	4,295	76,692	73,530
Cross Country Healthcare Inc	16,935	227,794	143,436
Cryolife Inc	4,595	24,699	24,903
Csg Systems Intl Inc	23,573	414,546	446,463
Cubic Corp	8,390	393,127	395,599
Cubist Pharmaceuticals Inc	3,696	83,928	79,088
Cvr Energy Inc	32,362	416,999	491,259
Danvers Bancorp Inc	12,386	199,591	218,853
Darling International Inc	24,172	303,069	321,002
Ddi Corp	8,190	81,266	96,320
Delta Apparel Inc	7,791	108,075	105,177
Deluxe Corp	18,778	376,258	432,272
Depomed Inc	39,754	223,242	252,833
Destination Maternity Corp	699	26,542	26,520
Digitalglobe Inc	599	18,948	19,004
Dolan Co/The	40,520	421,454	564,040
Domino S Pizza Inc	7,491	114,340	119,486
Dorman Products Inc	2,197	81,613	79,635
Ducommun Inc	5,993	124,779	130,528
Dxp Enterprises Inc	19,577	399,204	469,852
Dycom Industries Inc	43,773	695,253	645,653
Earthlink Inc	30,165	266,408	259,418
Easylink Services Intl Cl A	27,268	118,189	114,526
Electro Rent Corp	20,817	288,060	336,406
Emergency Medical Services A	3,096	172,041	200,058
Empire Resorts Inc	66,108	150,238	68,092
Encore Capital Group Inc	6,492	130,111	152,247
Energy Partners Ltd	1,398	19,166	20,780
Ennis Inc	3,396	59,844	58,072
Enpro Industries Inc	12,685	449,324	527,197
Ensign Group Inc/The	6,544	101,910	162,749
Entegris Inc	68,021	417,448	508,115
Enzon Pharmaceuticals Inc	6,992	86,486	85,091
Equity Lifestyle Properties	1,698	95,115	94,970
Evolving Systems Inc	6,592	53,875	54,848
Exide Technologies	2,997	27,357	28,197
Express Inc	1,898	30,033	35,678
Exterran Holdings Inc	16,481	389,384	394,715
Ezcorp Inc Cl A	29,273	517,374	794,178
Ferro Corp	16,581	211,115	242,741
Finish Line/The Cl A	9,689	143,888	166,549
First Cash Finl Svcs Inc	6,892	206,460	213,582
First Midwest Bancorp Inc/Il	45,862	489,521	528,328
First Of Long Island Corp	2,397	64,257	69,303
Franklin Electric Co Inc	6,792	267,984	264,348
Fushi Copperweld Inc	5,294	48,079	47,009
Gencorp Inc	19,477	99,199	100,698
Genesco Inc	7,991	304,298	299,571
Genoptix Inc	35,893	614,981	682,684
Gentiva Health Services	11,178	230,922	297,338
Geo Group Inc/The	24,485	576,879	603,799
Geron Corp	47,045	244,779	243,223
Global Cash Access Holdings	52,039	216,427	166,005
Global Geophysical Services	1,690	17,179	17,543
Global Industries Ltd	72,159	1,048,296	500,060

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CITIGROUP 401(k) PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2010

Identity of issue	Number of — shares/units	Cost Value	Current Value
Gordmans Stores Inc	7,691	116,371	128,902
Gp Strategies Corp	11,986	121,603	122,737
Graham Corp	1,132	22,640	22,634
Great Lakes Dredge + Dock Co	60,829	456,444	448,310
Greenbrier Companies Inc	18,409	339,390	386,398
Gt Solar International Inc	62,727	526,978	572,069
Hallwood Group Inc	499	17,138	13,235
Hanger Orthopedic Group Inc	11,586	208,393	245,518
Hardinge Inc	16,783	138,494	163,466
Hastings Entertainment Inc	5,893	38,366	36,066
Healthcare Services Group	9,535	120,846	155,137
Helix Energy Solutions Group	23,890	638,322	290,028
Hill International Inc	131,465	857,081	850,580
Hilltop Holdings Inc	18,324	212,080	181,772
Horizon Lines Inc Cl A	5,893	26,190	25,753
Iberiabank Corp	23,725	1,164,827	1,402,884
Imation Corp	11,586	115,381	119,457
Impax Laboratories Inc	28,267	579,842	568,450
Infinity Pharmaceuticals Inc	10,076	93,172	59,750
Infospace Inc	20,776	166,580	172,439
Ingles Markets Inc Class A	14,295	250,760	274,470
Innospec Inc	19,178	343,241	391,224
Insight Enterprises Inc	12,485	175,850	164,308
Insperity Inc	16,681	465,200	488,740
Integra Lifesciences Holding	6,492	301,846	307,092
Integrated Electrical Servic	22,051	155,469	76,960
Inter Parfums Inc	1,698	31,569	32,008
Interactive Intelligence Inc	3,396	91,384	88,840
Interdigital Inc	17,380	593,898	723,692
Intermec Inc	38,197	778,929	483,568
International Coal Group Inc	8,790	57,088	68,033
Invacare Corp	15,981	420,364	481,998
Ion Geophysical Corp	52,448	259,100	444,757
Irobot Corp	499	10,877	12,426
Ista Pharmaceuticals Inc	34,260	155,783	175,754
Jetblue Airways Corp	34,304	223,095	226,749
Jo Ann Stores Inc	5,494	238,488	330,824
Kadant Inc	7,691	169,704	181,278
Kb Home	4,072	45,235	54,938
Kemet Corp	26,602	345,990	387,857
Kenneth Cole Productions A	23,373	297,078	291,926
Key Energy Services Inc	21,112	242,982	274,034
Kindred Healthcare Inc	17,180	290,278	315,596
Knight Capital Group Inc A	45,607	622,252	628,920
Knology Inc	7,891	110,849	123,333
Koppers Holdings Inc	2,897	97,785	103,641
Kraton Performance Polymers	2,098	52,199	64,919
Kulicke + Soffa Industries	23,273	153,737	167,565
Labranche + Co Inc	2,597	10,828	9,349
Lattice Semiconductor Corp	102,481	532,234	621,032
Lawson Software Inc	57,433	495,025	531,256
Leapfrog Enterprises Inc	28,866	160,175	160,208
Lecroy Corp	30,464	278,401	299,770
Lgl Group Inc	6,627	131,552	119,821
Liquidity Services Inc	8,690	120,168	122,093
Littelfuse Inc	1,398	66,827	65,807
Lojack Corporation	80,451	743,550	519,711
Ltc Properties Inc	14,183	373,101	398,272
M + F Worldwide Corp	6,992	172,209	161,512
Marcus Corporation	28,916	380,461	383,719
Matrix Service Co	30,566	316,761	372,297
Maximus Inc	5,793	365,794	379,921

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CITIGROUP 401(k) PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2010

Identity of issue	Number of — shares/units	Cost Value	Current Value
Medicines Company	35,259	469,410	498,208
Medicis Pharmaceutical Cl A	5,294	139,412	141,822
Metro Health Networks Inc	25,071	109,371	112,066
Mf Global Holdings Ltd	6,093	46,240	50,937
Mitcham Industries Inc	9,102	96,112	105,133
Monotype Imaging Holdings In	28,367	318,748	314,873
Monro Muffler Brake Inc	10,292	181,534	355,989
Mrv Communications Inc	302,274	557,808	541,071
Mueller Industries Inc	2,497	72,266	81,655
Mvc Capital Inc	5,194	73,351	75,832
Mwi Veterinary Supply Inc	699	36,598	44,154
Myr Group Inc/Delaware	15,421	242,946	323,831
Nabi Biopharmaceuticals	27,468	154,382	159,040
Nacco Industries Cl A	4,794	493,165	519,570
Nanometrics Inc	18,279	229,157	234,516
National Beverage Corp	9,289	124,077	122,060
National Healthcare Corp	9,589	393,326	443,675
Nelnet Inc Cl A	18,978	390,798	449,586
Netscout Systems Inc	15,845	209,950	364,589
Neurocrine Biosciences Inc	30,664	214,498	234,275
Neutral Tandem Inc	2,697	40,650	38,943
Newpark Resources Inc	71,156	831,791	438,323
Newport Corp	599	9,142	10,410
Nobility Homes Inc	17,668	220,078	143,289
Noranda Aluminum Holding Cor	37,856	393,127	552,696
Northwest Bancshares Inc	3,103	33,079	36,492
Nu Skin Enterprises Inc A	4,095	125,810	123,922
Omnicell Inc	26,235	352,326	379,089
Omnova Solutions Inc	11,087	77,050	92,688
On Assignment Inc	49,460	334,618	403,096
Oncogenex Pharmaceutical Inc	4,894	82,685	82,175
Orasure Technologies Inc	52,293	401,879	300,684
Origen Financial Inc	118,204	385,940	218,678
Oritani Financial Corp	4,095	45,465	50,126
Osi Systems Inc	18,044	496,534	656,076
Outdoor Channel Holdings Inc	39,642	295,898	284,231
Oxford Industries Inc	6,193	143,836	158,597
Pacific Premier Bancorp Inc	26,951	98,418	169,525
Pantry Inc	19,615	365,618	389,550
Park Ohio Holdings Corp	899	16,265	18,797
Park Sterling Corp	9,044	58,789	55,714
Patrick Industries Inc	29,067	203,141	54,937
Pdi Inc	2,497	24,246	26,319
Perry Ellis International	4,195	103,135	115,240
Petroquest Energy Inc	8,410	46,179	63,326
Pharmasset Inc	1,498	65,335	65,039
Pharmerica Corp	2,697	31,680	30,879
Phi Inc Non Voting	8,218	181,748	154,831
Phi Inc Voting	2,588	64,601	54,693
Plantronics Inc	12,186	417,746	453,555
Polyone Corporation	11,886	126,051	148,458
Powell Industries Inc	2,197	71,049	72,252
Power One Inc	71,252	589,261	726,769
Premiere Global Services Inc	54,941	476,997	373,600
Prepaid Legal Services Inc	2,098	130,541	126,378
Prestige Brands Holdings Inc	27,865	242,668	332,985
Prgx Global Inc	12,386	68,994	78,401
Primoris Services Corp	46,956	338,722	447,962
Providence Service Corp	22,174	330,394	356,339
Ps Business Parks Inc/Ca	6,093	330,493	339,496
Quanex Building Products	12,485	223,259	236,849
Questcor Pharmaceuticals	12,585	176,150	185,382

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CITIGROUP 401(k) PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2010

Identity of issue	Number of — shares/units	Cost Value	Current Value
Quiksilver Inc	21,974	102,447	111,410
Realnetworks Inc	36,283	191,319	152,387
Redwood Trust Inc	8,945	130,838	133,541
Renaissance Learning Inc	18,279	226,110	216,420
Republic Bancorp Inc Class A	3,096	74,039	73,539
Retail Ventures Inc	12,885	161,212	210,025
Rex Energy Corp	33,749	430,769	460,677
Richardson Elec Ltd	31,671	252,830	370,234
Rigel Pharmaceuticals Inc	26,969	213,694	203,073
Rue21 Inc	2,364	63,757	69,276
Sauer Danfoss Inc	15,382	409,446	434,543
Schawk Inc	16,015	286,085	329,595
Scholastic Corp	24,205	596,528	715,019
Seattle Genetics Inc	4,095	62,367	61,224
Select Comfort Corporation	12,286	112,858	112,168
Seracare Life Sciences Inc	21,075	93,200	100,108
Shiloh Industries Inc	2,197	25,037	26,259
Siga Technologies Inc	17,580	229,026	246,113
Silicon Image Inc	28,667	198,628	210,699
Skyline Corp	14,312	357,311	373,262
Sonic Automotive Inc Class A	17,979	207,107	238,042
Sonic Corp	52,218	485,721	528,445
Spansion Inc Class A	16,481	286,975	341,152
Spartan Stores Inc	30,856	422,463	523,010
Spectrum Pharmaceuticals Inc	11,686	68,251	80,285
Sra International Inc Cl A	2,797	57,554	57,193
Ss+C Technologies Holdings	9,988	182,098	204,861
Stamps.Com Inc	31,918	413,509	422,911
Standard Motor Prods	6,792	86,681	93,052
Standex International Corp	3,196	97,656	95,601
Steelcase Inc Cl A	11,986	124,123	126,692
Stepan Co	1,199	83,849	91,417
Sterling Bancorp N Y	9,404	85,295	98,462
Sterling Construction Co	9,684	177,982	126,280
Stone Energy Corp	3,496	60,872	77,924
Sunrise Senior Living Inc	7,391	39,299	40,283
Superior Industries Intl	899	18,215	19,076
Susser Holdings Corp	24,771	329,016	343,080
Synergetics Usa Inc	31,863	138,003	149,437
Synnex Corp	23,655	606,727	738,050
Take Two Interactive Softwre	11,686	134,232	143,041
Talbots Inc	11,963	102,961	101,922
Telenav Inc	12,985	85,544	94,530
Teletech Holdings Inc	13,584	260,046	279,698
Tessco Technologies Inc	5,510	73,317	87,878
Tessera Technologies Inc	3,596	73,712	79,647
Tetra Technologies Inc	15,382	160,873	182,585
Texas Capital Bancshares Inc	17,759	288,559	377,736
Theravance Inc	3,096	72,112	77,626
Thq Inc	88,446	496,090	535,981
Tier Technologies Inc	86,687	717,173	519,254
Timberland Co Class A	14,683	366,371	361,052
Tpc Group Inc	14,348	395,635	435,040
Triangle Petroleum Corp	17,150	94,559	111,478
Trident Microsystems Inc	165,263	358,900	294,169
Trimas Corp	19,078	323,497	390,331
Triquint Semiconductor Inc	17,779	188,960	207,840
Twin Disc Inc	1,298	32,010	38,773
Ultralife Corp	7,991	51,321	52,818
Umh Properties Inc	36,051	375,938	367,719
Unisys Corp	9,189	229,117	237,911
United Community Banks/Ga	11,015	71,891	21,480

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CITIGROUP 401(k) PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2010

Identity of issue	Number of — shares/units	Cost Value	Current Value
United Financial Bancorp Inc	6,093	90,310	93,039
United Online Inc	65,623	427,313	433,115
Unitrin Inc	9,589	241,050	235,310
Univest Corp Of Pennsylvania	4,452	83,885	85,350
Usa Mobility Inc	11,686	198,404	207,667
Usana Health Sciences Inc	699	29,961	30,380
Vaalco Energy Inc	42,950	296,404	307,521
Valassis Communications Inc	14,683	468,554	474,991
Vanda Pharmaceuticals Inc	26,669	251,575	252,288
Veeco Instruments Inc	1,998	84,154	85,820
Verint Systems Inc	6,093	167,076	193,145
Virtus Investment Partners	1,498	72,313	67,976
Vitamin Shoppe Inc	2,488	48,040	83,712
Vse Corp	1,199	43,858	39,578
W+T Offshore Inc	26,469	346,260	473,004
Warren Resources Inc	29,865	125,537	134,991
Washington Banking Co	6,351	83,540	87,074
Wausau Paper Corp	14,011	124,627	120,638
Wd 40 Co	3,296	129,761	132,769
Web.Com Group Inc	33,561	276,767	283,589
Western Liberty Bancorp	7,935	75,204	43,167
Whitney Holding Corp	19,353	168,285	273,846
Willbros Group Inc	25,110	604,664	246,576
Wilmington Trust Corp	11,208	146,095	48,643
Wintrust Financial Corp	23,141	694,506	764,340
Young Innovations Inc	1,498	45,909	47,959
Yrc Worldwide Inc	1,292	36,440	4,807
Total Small Cap Companies		84,772,554	88,521,300
Non-U.S. Equities
Aircastle Ltd	38,755	382,408	404,988
Alpha + Omega Semiconductor	13,775	181,002	176,732
America Movil Adr Series L	63,045	3,568,948	3,614,986
American Safety Ins Holdings	14,483	277,638	309,649
Antofagasta Plc	68,164	852,202	1,720,350
Argo Group International	14,246	510,803	533,522
Astra International Tbk Pt	211,777	754,799	1,282,179
Au Optronics Corp	20,880	24,027	21,699
Axis Capital Holdings Ltd	37,547	1,310,542	1,347,183
Baltic Trading Ltd	23,373	255,857	238,636
Banco Do Brasil S.A.	89,793	1,713,309	1,699,584
Bank Mandiri Tbk	1,761,984	716,394	1,271,132
Bank Rakyat Indonesia Perser	1,094,762	818,744	1,275,805
Belle International Holdings	728,513	1,023,728	1,227,675
Bp Plc Spons Adr	40,043	1,962,561	1,768,716
Carnival Corp	72,597	3,088,366	3,347,464
Chicago Bridge + Iron Ny Shr	10,344	269,265	340,306
China Construction Bank H	4,503,235	3,363,266	4,031,892
China Grentech Corp Ltd Adr	64,435	240,626	204,905
China Resources Land Ltd	771,366	1,608,951	1,401,104
China Yurun Food Group Ltd	352,795	1,159,448	1,166,356
Cia De Minas Buenaventur Adr	53,940	2,044,213	2,640,894
Cnooc Ltd	2,007,147	3,344,671	4,787,006
Commercial International Ban	260,908	1,173,915	2,128,166
Compal Electronics	1,642,276	2,180,212	2,177,009
Companhia De Bebidas Prf Adr	78,397	1,668,095	2,432,669
Credicorp Ltd	18,238	1,287,422	2,168,649
Ctrip.Com International Adr	45,843	1,122,520	1,854,369
Diageo Plc Sponsored Adr	21,270	1,462,268	1,580,993
Diagnosticos Da America Sa	106,138	707,798	1,438,612
Eldorado Gold Corp	13,722	126,404	254,810
Energy Xxi Bermuda	5,167	122,236	142,966

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CITIGROUP 401(k) PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2010

Identity of issue	Number of — shares/units	Cost Value	Current Value
Fresh Del Monte Produce Inc	42,854	846,668	1,069,199
Global Sources Ltd	21,675	214,650	206,343
Goldcorp Inc	6,111	207,121	280,995
Great Basin Gold Ltd	70,162	184,282	207,679
Grupo Financiero Banorte O	99,499	297,685	473,537
Hcl Technologies Ltd	158,329	1,114,085	1,611,090
Helen Of Troy Ltd	1,798	48,729	53,470
Hengan Intl Group Co Ltd	215,265	1,557,150	1,856,724
Hon Hai Precision Industry	615,100	2,443,789	2,478,838
Hong Kong Exchanges + Clear	64,281	1,108,992	1,457,830
Hypermarcas Sa	167,666	1,207,916	2,275,605
Hyundai Heavy Industries	5,478	1,728,413	2,138,413
Hyundai Mobis	14,871	1,792,058	3,727,962
Icici Bank Ltd	83,972	1,686,861	2,139,542
Imperial Tobacco Group Adr	48,931	4,072,763	3,021,478
Ind + Comm Bk Of China H	4,663,587	3,030,849	3,461,553
Interoil Corp	29,427	1,044,263	2,120,798
Intertape Polymer Group Inc	114,225	290,210	131,359
Jaguar Mining Inc	26,104	171,198	186,121
Kb Financial Group Inc	41,040	2,199,125	2,169,700
Lg Chem Ltd	6,451	1,873,564	2,222,514
Lg Display Co Ltd	41,508	1,489,163	1,455,661
Mediatek Inc	138	1,754	1,969
Mmc Norilsk Nickel Jsc Adr	53,368	820,351	1,263,216
Mobile Telesystems Sp Adr	60,710	1,353,143	1,267,012
Naspers Ltd N Shs	10,983	273,617	644,076
Newalta Corp	10,788	129,271	129,245
Nhn Corp	9,169	1,273,526	1,833,901
Nine Dragons Paper Holdings	664,730	1,063,692	942,328
Nordion Inc	12,337	97,135	140,523
Novatek Microelectronics Ltd	703	1,939	2,265
Orthofix International Nv	4,195	120,802	121,658
Parkson Retail Group Ltd	407,608	604,882	627,118
Petaquilla Minerals Ltd	79,456	119,726	84,144
Petrochina Co Ltd H	454,448	508,465	591,616
Petroleo Brasileiro S.A. Adr	15,177	616,649	574,305
Petroleo Brasileiro Spon Adr	107,833	3,233,430	3,684,648
Posco	3,241	1,566,547	1,390,726
Quanta Computer Inc	1,498	2,482	3,144
Randgold Resources Ltd Adr	52,974	2,895,617	4,361,380
Redecard Sa	54,614	861,490	692,539
Rosneft Ojsc Reg S Gdr	121,834	608,737	872,332
Royal Caribbean Cruises Ltd	50,828	1,338,374	2,388,922
Samsung Electronics Co Ltd	8,034	4,700,456	6,717,648
San Gold Corp	56,360	192,529	224,314
Sandstorm Metals + Energy Lt	13,031	—	15,081
Sandstorm Resources Ltd	473,489	231,980	381,212
Sandvine Corp	224,402	245,348	618,026
Sberbank Of Russia	957,696	2,513,737	3,262,871
Seadrill Ltd	76,791	2,243,189	2,604,765
Silver Standard Resources	6,353	127,642	179,284
Sk Innovation Co Ltd	9,009	1,143,921	1,540,041
Taiwan Semiconductor Sp Adr	132,547	1,450,200	1,662,145
Tata Consultancy Svs Ltd	104,285	1,651,023	2,714,697
Tata Motors Ltd	73,057	1,178,976	2,129,285
Tencent Holdings Ltd	69,164	1,383,110	1,521,424
Ternium Sa Sponsored Adr	31,791	1,112,960	1,348,276
Triple S Management Corp B	19,777	364,960	377,344
Tupras Turkiye Petrol Rafine	102,064	2,633,927	2,559,878
Turkiye Garanti Bankasi	361,403	988,071	1,836,369
Turkiye Halk Bankasi	65,560	361,774	558,049
Vale Sa Sp Pref Adr	158,271	3,680,439	4,782,938

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CITIGROUP 401(k) PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2010

Identity of issue	Number of — shares/units	Interest rate (%)	Cost Value	Current Value
Vimpelcom Ltd Spon Adr	114,289		1,793,940	1,718,903
Vodafone Group Plc Sp Adr	52,126		1,436,347	1,377,698
Willis Group Holdings Plc	62,512		2,236,742	2,164,777
X 5 Retail Group Nv Regs Gdr	28,432		583,216	1,314,977
Xl Group Plc	63,111		1,091,198	1,377,077
Xyratex Ltd	13,085		188,064	213,412
Yanlord Land Group Ltd	614,901		988,523	806,395
Total Non-U.S. Companies			119,946,070	149,361,367
Mutual Funds
DFA emerging market/International value fund	25,291,933		345,400,838	362,180,485
Dimensional Investment Group Inc	5,648,588		126,697,009	160,871,776
Dodge + Cox International Stoc	8,816,214		351,312,631	314,826,997
Legg Mason Bw Global Opportuni	3,587,908		36,387,655	37,960,065
Pimco All Asset All Authority	232,978		2,539,798	2,462,583
Pimco Emerging Markets Bond Fu	3,183,984		33,180,267	35,342,220
Spdr Kbw Regional Banking Etf	6,308		141,308	166,850
T Rowe Price Institutional Hig	6,918,407		63,136,434	67,869,572
T Rowe Price International Discovery Fund	1,001,607		36,380,696	43,970,534
Western Asset High Yield Portf	7,987,678		66,848,250	69,572,672
Total Mutual Funds			1,062,024,887	1,095,223,753
Collective Trusts And Other
Citigroup AEW REIT	2,368,920		20,068,270	24,115,607
BFA Lifepath Index 2015 Fund	6,918,968		84,897,234	85,795,202
BFA Lifepath Index 2020 Fund	8,748,957		111,724,257	113,124,015
BFA Lifepath Index 2025 Fund	9,747,750		115,707,119	117,265,435
BFA Lifepath Index 2030 Fund	8,969,514		112,388,539	114,092,217
BFA Lifepath Index 2035 Fund	7,403,243		85,285,626	86,617,947
BFA Lifepath Index 2040 Fund	6,053,465		74,276,539	75,547,249
BFA Lifepath Index 2045 Fund	10,064,463		112,319,406	114,332,298
BFA Lifepath Index 2050 Fund	477,823		4,317,067	4,395,969
BFA Lifepath Index Retirement	5,114,088		67,250,528	67,812,804
Citigroup Dj/Wil Reit Index	1,137,969		25,183,633	30,603,393
Citigroup DJ Commodity Fund	4,718,753		43,910,368	46,592,963
Citigroup Emergin Market Equity	11,704,089		103,659,137	119,990,318
Citigroup Emrg Market Debt	2,895,229		32,770,191	35,119,124
Citigroup Large Cap Growth	22,394,818		208,103,175	222,828,439
Citigroup LB Agg Bond Index	19,222,814		358,324,071	423,247,929
Citigroup LB US TIPS Index	6,065,184		70,885,876	78,501,682
Citigroup Mid Cap Growth	6,212,766		52,088,582	63,929,364
Citigroup MSCI Eafe Index	11,145,219		204,582,709	213,419,807
Citigroup MSCI Emerging Free Index	3,356,359		74,171,674	95,568,971
Citigroup Russell 2000 Index	13,313,609		245,705,951	362,196,726
Citigroup Russell 3000 Index	21,429,316		382,674,569	445,835,774
Citigroup S&P 400 Mid Cap Index	4,375,659		120,260,867	147,936,647
Citigroup S&P 500 Index	3,402,466		883,447,852	888,212,140
Total Collective Trusts And Other			3,594,003,239	3,977,082,020
Guaranteed Insurance Contracts
AIG Financial Products Contract No. 725839		3.24 %	241,074,269	243,684,758
AIG Financial Products Contract No. 725840		5.19	167,902,931	185,593,513
ING Life & Annuity Company Contract No. 60266		3.21	181,002,659	187,178,582
JP Morgan Chase Bank Contract No. Citigroup01		5.06	43,770,637	45,603,083
Natixis Financial Products Contract No. WR1937-01		4.65	240,739,094	243,684,758
Natixis Financial Products Contract No. WR1937-02		5.11	20,735,825	21,376,425
Royal Bank of Canada Contract No. Citigroup01		3.77	204,354,116	226,051,645
Total Guaranteed Insurance Contracts			1,099,579,531	1,153,172,764
Wrapper Contract
AIG Financial Products Contract No. 725839			N/A	608,689
AIG Financial Products Contract No. 725840			N/A	1,035,448

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CITIGROUP 401(k) PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2010

Identity of issue	Cost Value	Current Value
ING Life & Annuity Company Contract No. 60266	N/A	307,574
JP Morgan Chase Bank Contract No. Citigroup01	N/A	9,307
Natixis Financial Products Contract No. WR1937-01	N/A	145,877
Natixis Financial Products Contract No. WR1937-02	N/A	11,638
Royal Bank of Canada Contract No. Citigroup01	N/A	387,774
Total Wrapper Contracts	—	2,506,307
Total Investments	$8,426,492,365	$8,036,710,663
Loans receivable from participants
42,239 loans carrying an interest rate of 4.25% to 11% with maturities up to 20 years		194,128,824
Total		$ 8,230,839,487

• Party in interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

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CITIGROUP 401(k) PLAN

Schedule H, Line 4j — Schedule of Reportable Transactions

Year Ended December 31, 2010

							Current value
					Expenses		of asset on
	Number of	Purchase	Number of	Selling	incurred with	Cost of	transaction	Net gain
Identity and Description	purchases	price	sales	price	transaction	asset sold	date	(loss)
Series of transactions:
* State Street Bank and Trust Co Short Term Investment Fund	828	$ 745,217,412	1,201	$ 642,421,710	$ —	$ 642,421,710	$ 1,387,639,123	$ —

• Party in interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 17, 2011
By:	/s/ Paul McKinnon
	Paul McKinnon
	Global Head of Human Resources

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