CITIGROUP 401(k) PLAN

Financial Statements and Supplemental Schedules

December 31, 2011 and 2010

(With Report of Independent Registered

Public Accounting Firm Thereon)

CITIGROUP 401(k) PLAN

Financial Statements and Supplemental Schedules

December 31, 2011 and 2010

Table of Contents

	Page
Report of Independent Registered Public Accounting Firm		1
Financial Statements:
Statements of Net Assets Available for Benefits as of December 31, 2011 and 2010		2
Statements of Changes in Net Assets Available for Benefits for the Years Ended December  31, 2011 and 2010		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, 2011		24
Schedule H, Line 4j (Form 5500) – Schedule of Reportable Transactions for the Year Ended December 31, 2011		36
Signatures		37
Index to Exhibit		38
EX-23.1: Consent of KPMG LLP

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

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, 2011 and 2010, 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’s management. 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’s management, 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, 2011 and 2010, and the 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, 2011 and supplemental Schedule H, Line 4j – Schedule of Reportable Transactions for the year ended December 31, 2011 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. These supplemental schedules are the responsibility of the Plan’s management. The 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 14, 2012

CITIGROUP 401(k) PLAN

Statements of Net Assets Available for Benefits

December 31, 2011 and 2010

	2011			2010
Assets:
Investments, at fair value:
Cash equivalents and short-term investments	$	636,621,351		$	658,755,178
U.S. equities		667,539,835			1,000,609,274
Non-U.S. equities		112,268,004			149,361,367
Mutual funds		924,578,370			1,095,223,753
Collective trusts and other investments		4,110,523,843			3,977,082,020
Guaranteed investment contracts		1,188,528,327			1,153,172,764
Wrapper contracts		1,330,529			2,506,307
Total investments		7,641,390,259			8,036,710,663
Loans receivable from participants		210,768,439			194,128,824
Receivables:
Investments sold but not delivered		1,486,154			1,420,957
Interest and dividends		2,050,995			2,044,289
Participant contributions		13,899,618			14,705,980
Employer contributions		371,762,010			287,583,804
Other receivables		63,213			74,091
Total receivables		389,261,990			305,829,121
Total assets		8,241,420,688			8,536,668,608
Liabilities:
Investments purchased but not received		3,694,909			4,786,529
Payable for trustee and administrative fees		5,555,642			4,171,125
Total liabilities		9,250,551			8,957,654
Net assets reflecting all investments at fair value		8,232,170,137			8,527,710,954
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		(60,884,219	)		(56,099,540	)
Net assets available for benefits	$	8,171,285,918		$	8,471,611,414

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, 2011 and 2010

	2011			2010
Additions to net assets attributed to:
Investment income:
Dividends	$	55,330,291		$	45,779,037
Interest		42,835,922			46,003,171
Net (depreciation) appreciation in fair value of investments		(571,321,595	)		884,401,307
Net investment (loss) gain		(473,155,382	)		976,183,515
Interest income from participant loans		9,234,894			9,619,050
Contributions:
Participants		437,622,464			425,313,229
Employer		372,316,079			285,759,988
Rollover		32,698,596			19,955,636
Total contributions		842,637,139			731,028,853
Total additions to net assets		378,716,651			1,716,831,418
Deductions from net assets attributable to:
Distributions to participants		661,621,900			917,988,832
Trustee and administrative expenses		16,979,051			17,706,929
Dividends paid directly to participants		441,196			—
Total deductions from net assets		679,042,147			935,695,761
Net (decrease) increase		(300,325,496	)		781,135,657
Net assets available for benefits at:
Beginning of year		8,471,611,414			7,690,475,757
End of year	$	8,171,285,918		$	8,471,611,414

See accompanying notes to financial statements.

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

(1) Description of the Plan

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) General

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 document. 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 Hewitt Associates LLC, a third-party administrator. Effective October 1, 2010, Hewitt Associations LLC merged with Aon Corporation.

The Company maintains the Financial Education Program for participants. Program costs are paid by the Company. The program offers financial resources such as articles, tutorials and videos. In addition, the Company has retained Financial Engines Advisors LLC (a registered investment advisor and referred to as Financial Engines) to provide assistance on asset allocation for participants’ Plan investments based on their individual risk profile, retirement horizon, and other factors.

The Plan offers the Professional Account Manager Program through Financial Engines, which provides for the participant to have their account professionally and proactively managed. Participants who voluntarily elect this program are charged a maximum of 0.35% 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 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 participants near retirement. This feature is designed to balance risk and growth in a participant’s Plan account before and during retirement and manage cash flow so that the participant has payments throughout his or her retirement. Under this program, the participant can elect to receive a monthly retirement payment from his or her Plan account.

(b) Eligibility

Eligible employees generally include employees performing services for the Company and employees of participating subsidiaries, as defined in the Plan document.

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

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 2011 and 2010) 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 his or her eligibility date to decline participating in the automatic enrollment. The initial automatic deferral percentage is 3%. Participants who are automatically enrolled in the Plan, but do not make an investment election, are invested the Plan’s default investment alternative, which is the Plan’s “target retirement date” fund consistent with the participant’s projected year of retirement, as further explained in the Plan document. For this purpose, a participant’s projected year of retirement is the year the participant will become 65 years of age. The BlackRock Fund Advisors (BFA) LifePath funds are the current retirement date funds offered in the Plan. Participants whose first date of hire is on or after January 1, 2007 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 2011 and 2010, increasing the participants’ statutory limitation on before-tax contributions to $22,000 for 2011 and 2010. 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 2011 and 2010.

(d) Employer Contributions

During 2011 and 2010 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.

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

The Company matching contribution was equal to 100% of participant’s contribution up to 6% in 2011, and 4% in 2010, respectively, of the participant’s eligible pay (up to the annual compensation maximum set by the Code) for eligible employees at all compensation levels.

A fixed contribution of up to 2% of eligible pay is credited to the Plan’s eligible employees’ account whose total compensation is less than $100,000.

An annual transition contribution is credited to the Plan accounts of certain employees who were eligible to receive benefits under the Plan, the Citigroup Pension Plan, and the Citigroup Ownership Program in 2007, prior to the plans’ redesign. If an employee’s total benefit opportunity under the three programs was greater than his benefit opportunity under the Plan, an additional transition contribution is credited. Participants receiving this transition contribution generally have long service and must be continuously employed by the Company since December 31, 2006.

At December 31, 2011 and 2010, the employer contribution receivable was $371.8 million and $287.6 million, respectively. The primary reason for the increase in employer contribution receivable from 2010 to 2011 relates to the increase in company match percentage, as described above. The employer contribution receivable at December 31, 2011 and 2010 includes $302.1 million and $212.2 million related to the Company matching contribution, respectively.

Company contributions relating to 2011 and 2010 were credited to participant accounts in 2012 and 2011, 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 funds, subject to certain restrictions.

Changes requested by participants are implemented as soon as administratively practicable, in accordance with the Plan document.

(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’s management and do not affect any other contributions made by or on behalf of a participant.

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

(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 Plan assets into one of these funds, he or she cannot move Plan assets out of the same fund for seven calendar days.

In addition, Plan participants may not move an investment in the Citigroup Stable Value Fund through a fund transfer, reallocation, or rebalance directly into any of the three investment options that are considered competitors of the Citigroup 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 but rather is considered to be a conservative investment vehicle. This restriction on transfers enables the Citigroup 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 Citigroup 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 T. Rowe Price International Discovery Fund imposes a 2% redemption fee on the sale of fund units within 60 days after any purchase of fund units. Prior to October 2010, the Brandywine Global Fund imposed a 2% redemption fee.

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

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

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 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.

(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:

• 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, or is otherwise eligible to take a distribution, as more fully described in notes 1(k) and (l).

(i) Forfeited Accounts

Forfeitures are used to offset expenses of the Plan. During 2011 and 2010, $545,562 and $1.9 million of forfeitures, respectively, were used to offset Plan expenses. As of December 31, 2011 and 2010, unallocated forfeitures were $1,489 and $377,996, respectively.

(j) Loans Receivable from Participants

Participant loans are classified as loans receivable from participants in accordance with Accounting Standards Update (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

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

balance or $50,000, less the highest outstanding loan balance in the previous twelve months. Loans receivable from participants as of December 31, 2011 and 2010 bore interest rates from 4.21% to 10.71% and 4.25% to 11.00%, respectively.

Loans receivable from participants are valued at unpaid principle plus any accrued but unpaid interest.

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 Hewitt Associates LLC, the administrator. 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 as soon as administratively practicable. 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 reduced from the account balance before an amount is distributed to the participant.

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 a nominal tax imposed by Florida law, which is deducted from the participant’s Plan account at the time his or her loan request is processed as soon as administratively practicable.

(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 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.

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

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 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.

(2) Summary of Significant Accounting Policies

(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.

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. Realized gains and losses from security transactions are reported on the average cost method.

Short-term investment funds are valued at cost, which approximates fair value.

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

Equity investments 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.

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 Guaranteed Investment Contracts (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 netted 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) Fair Value of Financial Instruments

The carrying value of following instruments approximate fair value because of the short maturity nature of these items: investments sold but not delivered, interest and dividends, participant contributions, employer contributions, other receivables, investment purchased but not received, and payable for trustee and administrative fees.

(e) Payment of Benefits

Benefits are recorded when paid.

(f) Recent Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 provides a consistent definition of fair value and ensures that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

Financial Reporting Standards. ASU 2011-04 specifies that in the absence of a Level 1 input for a fair value measure, a reporting entity should apply premiums or discounts when market participants would take them into account when pricing the asset or liability. In addition, the guidance enhances the disclosure requirements that reporting entities must provide quantitative information about the inputs used in a fair value measurement, particularly information about unobservable inputs used within Level 3 of the fair value hierarchy. This pronouncement is effective for reporting periods beginning on or after December 15, 2011, with early adoption prohibited. The new guidance will require prospective application. The Plan’s management is currently evaluating the effect, if any, the provisions of this pronouncement will have on its financial statements.

In September 2010, the FASB issued ASU 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.

In January 2010, the FASB issued ASU 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.

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CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

(3) Investments

A summary of the Plan’s investments as of December 31, 2011 and 2010 is listed below.

	2011			2010
Cash equivalents and short-term investments		636,621,351			658,755,178
U.S. equities
Large cap companies
Citigroup Common Stock Fund		384,717,160			701,734,489	**
Other Large cap companies		132,022,574			134,671,224
Total Large cap companies		516,739,734			836,405,713
Mid cap companies		66,460,008			75,682,261
Small cap companies		84,340,093			88,521,300
Total U.S. equities		667,539,835			1,000,609,274
Non-U.S. equities		112,268,004			149,361,367
Mutual funds, individually less than 5% of net assets		924,578,370			1,095,223,753
Collective trusts and other investments
BlackRock Aggregate Bond Index		476,972,214	*		423,247,929
S&P 500 Index		904,933,705	*		888,212,140	**
Russell 3000 Index		421,889,159	*		445,835,774	**
Other Collective trusts, individually less than 5% of net assets		2,306,728,765			2,219,786,177
Total Collective trusts and other investments		4,110,523,843			3,977,082,020
Guaranteed investment contracts, individually less than 5% of net assets		1,188,528,327			1,153,172,764
Wrapper contracts		1,330,529			2,506,307
Investments, at fair value	$	7,641,390,259		$	8,036,710,663

* Represents 5% or more of Plan's net assets available for benefits at December 31, 2011.

** Represents 5% or more of Plan's net assets available for benefits at December 31, 2010.

In connection with acquisitions made by the Company or a predecessor company, the Plan’s investments as of December 31, 2011 and 2010 include $3.4 million and $4.3 million, respectively, of the State Street Common Stock Fund, a closed fund.

13

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

The Plan’s investments (including investments bought and sold during the year) depreciated in value by $571.3 million in 2011 and appreciated in value by $884.4 million in 2010. A summary of changes as reported in the statement of changes in net assets available for benefits is listed below:

	2011			2010
Cash equivalents and short-term investments	$	(35	)	$	3,203
Equity investments		(343,617,830	)		262,737,224
Mutual funds		(172,354,664	)		102,860,615
Collective trusts and other investments		(55,349,066	)		518,800,265
	$	(571,321,595	)	$	884,401,307

(4) Guaranteed Investment Contracts

The Plan’s Citigroup Stable Value Fund (Fund) invests in fully benefit-responsive investment contracts, including both traditional and synthetic GICs issued by insurance companies and consists of insurance contracts, 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. During 2010, the Plan ceased to invest in traditional GICs.

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 statements 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. If the adjustment amount is negative, this indicates that the wrapper contracts’ values are less than the fair value of the underlying investments. The embedded fair value gains (losses) will be amortized in the future through a higher (lower) interest crediting rate, respectively.

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, 2011 and 2010 ranged from 2.40% to 5.88% and from 3.21% to 5.19%, respectively. The crediting interest rate is based on a formula agreed upon with the issuers. At December 31, 2011 and 2010, the fair value of GICs amounted to $1.189 billion and $1.153 billion, respectively. The fair value of the wrapper contracts amounted to $1.3 million and $2.5 million at December 31, 2011 and 2010, respectively.

14

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

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, with an appropriate adjustment to 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 on the underlying investments. The crediting interest rate is calculated on a quarterly basis, as defined in the following table:

	2011	2010
Portfolio characteristics:
Average yield earned by entire fund	3.04%	3.45%
Return on assets for 12 months	3.53	3.79
Current crediting rate	3.24	3.68
Effective duration in years	3.24	2.86

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, 2011.

December 31, 2011
Issuer	S&P / Moodys Ratings	Yield			GIC Fair value		Wrapper contract fair value			Adjustment to contract value			Contract value
AIG Financial Products Contract No. 725840	AA/Aa3		4.63	%	$	194,446,175	$	(310,810	)	$	(16,866,848	)	$	177,268,517
ING Life & Annuity Company Contract No. 60266	AA/Aa2		3.48			196,707,156		466,182			(9,845,119	)		187,328,219
JPMorgan Chase Bank Contract No. Citigroup01	AAA/Aaa		5.88			16,979,659		4,041			(427,824	)		16,555,876
Natixis Financial Products Contract No. WR1937-01	AA+/Aaa		2.40			247,749,992		108,657			(1,674,085	)		246,184,564
Natixis Financial Products Contract No. WR1937-02	AAA/Aaa		4.70			7,521,367		4,086			(157,200	)		7,368,253
Prudential GA-62194	AA/Aa1		2.97			288,289,850		175,465			(10,030,909	)		278,434,406
Royal Bank of Canada Contract No. Citigroup01	AA/Aa3		4.74			236,834,128		882,908			(21,882,234	)		215,834,802
Total					$	1,188,528,327	$	1,330,529		$	(60,884,219	)	$	1,128,974,637

15

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

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
Issuer	S&P / Moodys Ratings	Yield			GIC Fair value		Wrapper contract fair value		Adjustment to contract value			Contract value
AIG Financial Products Contract No. 725839	AA-/Aa3		3.21	%	$	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 Products Contract No. WR 1937-01	AA-/Aa3		3.21			243,684,758		145,877		(3,091,541	)		240,739,094
Natixis Financial Products Contract No. WR 1937-02	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

(5) Fair Value Measurements

FASB ASC 820, Fair Value Measurements and Disclosures, established a framework for measuring fair value, which provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

• 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 Plan’s management 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 measurement 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.

16

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

The table below categorizes the Plan’s investments by level within the fair value hierarchy as of December 31, 2011.

	December 31, 2011
	Level 1		Level 2		Level 3		Total
Cash equivalents and short-term investments	$	476,746,731	$	159,874,620	$	—	$	636,621,351
U.S. equities
Large cap companies		516,739,734		—		—		516,739,734
Mid cap companies		66,460,008		—		—		66,460,008
Small cap companies		84,340,093		—		—		84,340,093
Non-U.S. equities		112,268,004		—		—		112,268,004
Mutual funds
Non-U.S. equity funds		677,431,245		—		—		677,431,245
U.S. equity funds		116,470		—		—		116,470
Non-U.S. fixed income funds		89,120,864		—		—		89,120,864
High yield bond funds		132,755,074		—		—		132,755,074
Global allocation funds		25,154,717		—		—		25,154,717
Collective trusts and other investments
Balanced funds		—		855,837,387		—		855,837,387
Commodity funds		—		42,310,967		—		42,310,967
Real estate funds		—		66,061,640		—		66,061,640
Non-U.S. fixed income funds		—		34,682,278		—		34,682,278
U.S. fixed income funds		—		587,368,365		—		587,368,365
Non-U.S. equity funds		—		403,503,861		—		403,503,861
U.S. equity funds		—		2,120,759,345		—		2,120,759,345
Guaranteed investment contracts		—		1,188,528,327		—		1,188,528,327
Wrapper contracts		—		—		1,330,529		1,330,529
Investments, at fair value	$	2,181,132,940	$	5,458,926,790	$	1,330,529	$	7,641,390,259

17

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

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 equivalents 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. equity funds		881,849,791		—		—		881,849,791
U.S. equity funds		166,850		—		—		166,850
Non-U.S. fixed income funds		73,302,285		—		—		73,302,285
High yield bond funds		137,442,244		—		—		137,442,244
Global allocation funds		2,462,583		—		—		2,462,583
Collective trusts and other investments
Balanced funds		—		778,983,138		—		778,983,138
Commodity funds		—		46,592,963		—		46,592,963
Real estate funds		—		54,718,999		—		54,718,999
Non-U.S. fixed income funds		—		35,119,124		—		35,119,124
U.S. fixed income funds		—		501,749,611		—		501,749,611
Non-U.S. equity funds		—		428,979,096		—		428,979,096
U.S. equity funds		—		2,130,918,811		20,278		2,130,939,089
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 sets forth a summary of changes in the fair value of the Plan’s level 3 investments for the year ended December 31, 2011.

Level 3 Investments at Fair Value

Year Ended December 31, 2011

	Wrapper Contracts			Other Investments			Total
Balance, beginning of year	$	2,506,307		$	20,278		$	2,526,585
Unrealized loss relating to instruments still held at the reporting date		(1,175,778	)		—			(1,175,778	)
Settlements		—			(20,278	)		(20,278	)
Balance, end of year	$	1,330,529		$	—		$	1,330,529

18

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

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 Contracts			Other 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	)
Balance, end of year	$	2,506,307		$	20,278	$	2,526,585

There were no significant transfers between Level 1 and Level 2 investments during the years ended December 31, 2011 and 2010.

(6) 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.

(7) Risk and Uncertainties

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 plan 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.

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.

19

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

At December 31, 2011 and 2010, approximately 5% and 9%, 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.

(8) Party-in-Interest Transactions

Certain Plan investments are units of the Citigroup Common Stock Fund, which consists of common stock issued by the Company. The Plan’s investment in the Citigroup’s common stock was $384.7 million and $701.7 million at December 31, 2011 and December 31, 2010, respectively.

The Plan held direct investments in the Company’s common stock of $1.8 million and $2.8 million, at December 31, 2011 and December 31, 2010, respectively. In 2011, the Company reinstated the dividend for common stocks and paid $441,196 directly to the participants. The Company is the Plan Sponsor, as defined in the Plan document.

Certain Plan investments are units of the State Street Common Stock Fund, which consist of common stock issued by State Street Corporation. The Plan’s investment in State Street Common Stock Fund was $3.4 million and $4.3 million at December 31, 2011 and December 31, 2010, respectively. Certain Plan investments are shares of commingled trust funds managed by State Street Corporation. At December 31, 2011 and 2010, the Plan held $41.2 million and $167.0 million, respectively, of the State Street Short Term Investment Fund. The Plan held direct investments in State Street Corporation’s common stock of $2.2 million and $2.0 million at December 31, 2011 and 2010, respectively. State Street Corporation is the trustee and State Street Bank & Trust Company is the custodian of the Plan’s investments.

These transactions qualify as exempt party-in-interest transactions. There have been no known prohibited transactions with parties in interest.

(9) 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. On February 1, 2010, the Plan filed an application with the IRS for a determination letter that the Plan, as amended and restated, meets the applicable requirements of the Code. The IRS has yet to issue a ruling on the amended and restated Plan. Although the Plan has been amended since receiving the determination letter, the Plan’s management 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 management has concluded that as of December 31, 2011 and 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.

20

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

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 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).

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. The Company stock held in the Citigroup Common Stock Fund uses 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 since May 9, 2011, which reduced the equivalent units held in participant’s Plan account by a factor of 10. Subsequent to May 9, 2011, all units in the Citigroup Common Stock Fund reflect the Company’s common stock after the reverse stock split.

(10) 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.

(11) Pending Litigation

Between October 28 and December 8, 2011, five putative class actions were filed in the Southern District of New York asserting claims under ERISA – Geroulo v. Citigroup Inc., Ehrbar v. Citigroup Inc., Muehlgay v. Citigroup Inc., Winfield v. Citigroup Inc., and Goldstein v. Citigroup Inc. – against the Company, the Plan’s administration and investment committee, and certain individuals alleged to have served as Plan fiduciaries. The Plan is not named as a defendant in these actions. These complaints assert similar claims under ERISA and are brought on behalf of all participants in the Citigroup 401(k) Plan and Citibuilder 401(k) Plan for Puerto Rico from November 2008 (November 3, 2008 in several of the complaints) through March 5, 2009. These complaints are similar to the ones brought in the fourth quarter

21

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

of 2007, as discussed below, which the Second Circuit Court of Appeals upheld the dismissal of, in that they allege that it was imprudent to allow Plan assets to be invested in Company common stock due to the financial condition of the Company during this time period. In these most recent cases, however, the plaintiffs allege that the defendants knew or should have known that due to the deterioration of the Company’s financial condition during this time period, the Company was in dire straits. In December 2011, plaintiffs moved to consolidate these cases; briefing on the motions was coordinated and completed in January 2012.

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, 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 September 28, 2010. On October 19, 2011, the Second Circuit upheld the lower-court’s decision dismissing the case. The Second Circuit held, in part, that there was no breach of fiduciary duty when Company stock was continued to be offered as an investment option during a period when the Company was incurring losses due to subprime mortgages, nor was there a failure to disclose the Company’s subprime exposure to ERISA plan beneficiaries. By an order dated February 23, 2012, the Second Circuit denied appellants (plaintiffs in the original case) Motion for Rehearing. The appellants’ motion for an extension of time to file a writ of certiorari with the Supreme Court was granted on May 7, 2012, and the petition is due June 22, 2012.

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 2007. 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. On August 18, 2010, plaintiffs sought permission to amend their current complaint (the First Amended Complaint). On October 1, 2010, the Citigroup Plans Administrative Committee and the Citigroup 401(k) Plan Investment Committee moved for summary judgment against the First Amended Complaint on the grounds that plaintiffs’ claim was time-barred. On October 22, 2010, the court stayed briefing on defendants’ motion for summary judgment pending a ruling on plaintiffs’ motion for leave to amend. On November 8, 2011, the court granted in part and denied in part plaintiffs’ motion for leave to amend. In accordance with that

22

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2011 and 2010

ruling, plaintiffs filed a Second Amended Complaint on November 15, 2011, alleging three counts: (1) that defendants breached their duty of prudence by failing to remove or replace certain funds affiliated with Citigroup entities; (2) that defendants breached their duty of prudence in connection with the selection of three Citigroup-affiliated funds added to the plan in 2003; and (3) that defendants breached their duty of prudence by approving a “mapping” from unaffiliated funds to affiliated funds in March 2003. No other claims were permitted. On January 10, 2012, defendants moved for summary judgment on all claims on the issue of whether the statute of limitations has run. That motion remains pending.

(12) Subsequent Events

The Plan’s management evaluated subsequent events through the date on which the financial statements were issued and no additional disclosures were required.

(13) Reconciliation of Financial Statements to Form 5500

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, 2011 and 2010:

	2011			2010
Net assets available for benefits per the financial statements	$	8,171,285,918		$	8,471,611,414
Adjustment from contract value to fair value for fully benefit-responsive investment contracts		60,884,219			56,099,540
Net assets available for benefits per the Form 5500	$	8,232,170,137		$	8,527,710,954
Net (decrease) increase in net assets available for benefits per the financial statements	$	(300,325,496	)	$	781,135,657
Prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts		(56,099,540	)		(22,091,173	)
Current year adjustment from contract value to fair value for fully-benefit responsive investment contracts		60,884,219			56,099,540
Net (decrease) increase per Form 5500	$	(295,540,817	)	$	815,144,024

23

CITIGROUP 401(k) PLAN

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

December 31, 2011

Identity of issue	Number of shares/units		Interest rate (%)	Cost Value		Current Value
Cash equivalents and short-term investments
BlackRock TempFund		339,456,984		$	339,456,984	$	339,456,984
Brazilian Real		2,261			1,204		1,212
Chilean Peso		6,793,607			13,098		13,078
Citigroup Stable Value Fund		118,719,604			118,719,604		118,719,604
Indian Rupee		4,839			91		91
Indonesian Rupiah		13,343,128			1,472		1,472
Citi Institutional U.S. Treasury Reserves Fund		137,250,612			137,250,612		137,250,612
New Taiwan Dollar		635,827			21,023		20,999
South Korean Won		1,811			2		2
* State Street Short Term Investment Fund		41,155,017			41,155,017		41,155,017
US Dollar		2,280			2,280		2,280
Total Cash and short-term investments					636,621,387		636,621,351
U.S. equities
Large cap companies
Altria Group Inc		71,381			1,500,901		2,116,446
American Express Co		67,487			3,299,085		3,183,383
Ameriprise Financial Inc		34,842			1,341,258		1,729,552
Annaly Capital Management In Reit		64,692			941,492		1,032,486
Applied Materials Inc		77,571			1,389,113		830,782
AT&T Inc		98,935			3,481,928		2,991,794
Bank Of America Corp		207,654			5,645,470		1,154,555
Baxter International Inc		53,411			2,802,347		2,642,773
Capital One Financial Corp		115,907			3,752,753		4,901,694
Cardinal Health Inc		44,027			1,216,780		1,787,919
Chevron Corp		10,782			1,118,054		1,147,207
Chubb Corp		21,764			1,157,101		1,506,484
* Citigroup Common Stock Fund		14,622,469			1,482,059,895		384,717,160
* Citigroup Inc.		67,497			2,889,610		1,775,857
Conocophillips		54,010			3,910,953		3,935,703
Discover Financial Services		119,301			2,395,528		2,863,225
Dominion Resources Inc Va		26,656			1,125,303		1,414,876
Eaton Corp		37,537			1,589,402		1,634,003
Emerson Electric Co		33,045			1,560,058		1,539,561
Entergy Corp		22,163			2,117,877		1,619,010
Fifth Third Bancorp		184,792			2,181,305		2,350,552
General Electric Co		120,799			2,056,593		2,163,502
Goodrich Corp		5,216			322,158		645,256
Hewlett Packard Co		44,825			1,620,867		1,154,698
Honeywell International Inc		52,912			2,761,060		2,875,754
Illinois Tool Works		62,396			3,390,751		2,914,514
Intel Corp		55,507			884,876		1,346,055
Intl Business Machines Corp		17,072			1,750,678		3,139,113
Johnson + Johnson		48,319			2,992,753		3,168,787
Jpmorgan Chase + Co		61,298			2,602,358		2,038,151
Lorillard Inc		21,664			1,688,067		2,469,681
Marathon Oil Corp		88,153			2,059,954		2,580,238
Medtronic Inc		85,457			3,224,526		3,268,749
Microsoft Corp		119,700			2,430,490		3,107,422
Murphy Oil Corp		38,628			2,280,874		2,153,101
Occidental Petroleum Corp		38,835			2,316,991		3,638,861
Pfizer Inc		173,168			3,797,899		3,747,360
Philip Morris International		51,314			2,526,007		4,027,156
Pnc Financial Services Group		73,178			3,425,474		4,220,173
Raytheon Company		60,200			2,838,539		2,912,457
Reynolds American Inc		60,898			2,004,587		2,522,413
Spectra Energy Corp		109,517			2,370,640		3,367,659
Stanley Black Decker Inc		79,767			4,462,818		5,392,247
* State Street Common Stock Fund		84,498			1,523,180		3,406,114
* State Street Corporation		53,611			2,439,499		2,161,043
Target Corp		23,062			1,199,397		1,181,212
Texas Instruments Inc		48,220			1,304,416		1,403,672
Unitedhealth Group Inc		61,897			2,778,640		3,136,928

* Party-in-interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

24

CITIGROUP 401(k) PLAN

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

December 31, 2011

Identity of issue	Number of shares/units		Interest rate (%)	Cost Value		Current Value
Verizon Communications Inc		61,198			2,350,720		2,455,261
Walgreen Co		68,486			2,288,944		2,264,140
Wellpoint Inc		47,521			3,463,465		3,148,250
Wells Fargo Co		107,621			3,406,042		2,966,021
Western Union Co		95,740			1,989,746		1,748,218
Xcel Energy Inc		56,206			1,150,189		1,553,541
Xerox Corp		199,368			2,239,245		1,586,965
Total Large cap companies					1,607,418,654		516,739,734
Mid cap companies
Alaska Air Group Inc		2,897			196,112		217,561
Avery Dennison Corp		22,404			596,899		642,538
Booz Allen Hamilton Holding		8,892			128,508		153,384
Brocade Communications Sys		31,611			190,615		164,060
Brown + Brown Inc		35,169			657,171		795,867
Cbl & Associates Properties Reit		36,966			582,718		580,368
Centerpoint Energy Inc		129,384			2,133,510		2,599,329
Cepheid Inc		3,497			123,198		120,325
Chimera Investment Corp Reit		308,276			1,055,576		773,772
Cigna Corp		52,812			1,991,972		2,218,101
Cinemark Holdings Inc		6,794			129,104		125,617
City National Corp		12,790			502,525		565,062
Con Way Inc		45,467			1,399,202		1,325,806
Coventry Health Care Inc		89,650			3,620,985		2,722,685
Dana Holding Corp		11,489			151,617		139,597
Dun + Bradstreet Corp		16,572			1,208,435		1,240,110
East West Bancorp Inc		18,963			351,754		374,514
Essex Property Trust Inc Reit		18,070			2,346,420		2,538,997
First Horizon National Corp		94,386			975,128		755,089
First Niagara Financial Grp		10,513			120,872		90,724
Forest Oil Corp		7,726			150,783		104,686
Gentex Corp		7,236			134,872		214,127
Graftech International Ltd		15,567			240,030		212,485
Hancock Holding Co		4,693			101,633		150,051
Hanesbrands Inc		82,562			2,083,524		1,804,812
Hatteras Financial Corp Reit		8,170			205,845		215,454
Hcc Insurance Holdings Inc		23,647			561,023		650,299
Helmerich Payne		3,286			115,235		191,779
Hsn Inc		999			36,934		36,227
Intl Flavors Fragrances		2,952			149,151		154,719
Intl Game Technology		166,123			2,505,840		2,857,315
Jabil Circuit Inc		21,380			331,694		420,338
Kennametal Inc		15,771			484,176		575,974
L 3 Communications Holdings		45,424			4,204,244		3,028,889
Market Vectors Junior Gold Min		10,683			329,515		263,881
Masco Corp		180,599			2,482,086		1,892,676
Mcmoran Exploration Co		55,735			696,810		810,937
Mercadolibre Inc		5,027			305,123		399,861
Mercury General Corp		3,441			157,315		156,977
Mfa Financial Inc Reit		41,506			285,397		278,922
Microchip Technology Inc		60,898			1,238,759		2,230,710
Mid America Apartment Comm Reit		4,596			299,712		287,466
Molex Inc		106,023			2,211,937		2,529,713
New York Community Bancorp		139,467			2,063,516		1,725,212
Newell Rubbermaid Inc		47,022			777,528		759,399
Oceaneering Intl Inc		7,486			230,227		345,339
Omega Healthcare Investors Reit		16,085			282,143		311,249
Omnicare Inc		80,366			2,463,573		2,768,608
On Semiconductor Corporation		142,942			1,079,964		1,103,513
Oneok Inc		15,474			852,102		1,341,458
Parametric Technology Corp		4,496			92,641		82,095
Pinnacle West Capital		32,047			1,249,602		1,544,003
Polaris Industries Inc		7,993			345,174		447,430
Quest Software Inc		25,876			471,608		481,298

* Party-in-interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

25

CITIGROUP 401(k) PLAN

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

December 31, 2011

Identity of issue	Number of shares/units		Interest rate (%)	Cost Value		Current Value
Range Resources Corp		11,721			483,559		726,013
Raymond James Financial Inc		40,383			948,815		1,250,244
Rent A Center Inc		39,834			1,130,156		1,473,842
Rock Tenn Company Class A		16,875			1,035,209		973,698
Rockwood Holdings Inc		5,495			259,700		216,337
Royal Gold Inc		5,548			271,914		374,134
Sally Beauty Holdings Inc		24,378			325,506		515,099
Slm Corp		308,186			7,241,925		4,129,693
Solarwinds Inc		6,594			184,738		184,301
Sonoco Products Co		56,506			1,763,496		1,862,430
Spx Corp		26,256			1,452,835		1,582,462
Tidewater Inc		22,559			1,206,297		1,112,134
Tw Telecom Inc		34,979			534,355		677,891
Vishay Intertechnology Inc		51,852			562,995		466,153
Warnaco Group Inc The		4,296			214,798		214,975
Wellcare Health Plans Inc		14,587			753,671		765,797
Wr Grace Co		9,891			330,292		454,191
Xylem Inc		37,338			1,316,146		959,206
Total Mid cap companies					67,698,444		66,460,008
Small cap companies
1st United Bancorp Inc North		25,591			155,559		142,030
Abiomed Inc		12,988			247,422		239,890
Abm Industries Inc		16,211			354,113		334,270
Accelrys Inc		22,227			202,248		149,365
Acco Brands Corp		24,862			164,739		239,916
Aceto Corp		5,495			38,423		37,915
Aci Worldwide Inc		2,698			81,152		77,257
Actuant Corp A		9,014			181,786		204,537
Actuate Corp		26,775			164,653		156,904
Advance America Cash Advance		10,316			72,917		92,324
Aegerion Pharmaceuticals Inc		5,395			73,925		90,313
Affymetrix Inc		3,797			18,220		15,528
Agilysys Inc		9,391			71,236		74,662
Allied Healthcare Products		50,160			200,408		170,544
American Greetings Corp Class A		39,517			738,583		494,363
Ameristar Casinos Inc		25,776			563,294		445,673
Amkor Technology Inc		37,066			179,020		161,608
Ampco Pittsburgh Corp		2,098			43,912		40,577
Ampio Pharmaceuticals Inc		10,199			70,733		43,548
Ancestry.Com Inc		7,993			223,577		183,512
Anika Therapeutics Inc		1,399			12,321		13,707
Ann Inc		2,997			67,879		74,272
Anworth Mortgage Asset Corp Reit		24,621			156,245		154,620
Applied Industrial Tech Inc		11,290			376,416		397,057
Arctic Cat Inc		10,291			212,263		232,052
Argan Inc		9,391			148,657		142,843
Ariad Pharmaceuticals Inc		27,275			264,830		334,118
Arris Group Inc		65,853			737,582		712,526
Artio Global Investors Inc		25,410			302,029		124,002
Atricure Inc		10,685			112,363		118,606
Auxilium Pharmaceuticals Inc		3,896			67,219		77,656
Aveo Pharmaceuticals Inc		9,092			160,804		156,377
Azz Inc		6,794			298,553		308,709
Bancorp Inc/The		9,208			58,414		66,575
Barrett Business Svcs Inc		9,506			164,220		189,745
Bbcn Bancorp Inc		9,585			54,705		90,576
Belden Inc		4,196			137,095		139,648
Biglari Holdings Inc		769			247,034		283,285
Bioscrip Inc		14,187			91,110		77,461
Blue Coat Systems Inc		1,499			26,256		38,140
Boise Inc		20,581			124,770		146,538
Bridgepoint Education Inc		10,390			220,071		238,981
Briggs & Stratton		9,364			199,495		145,048

* Party-in-interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

26

CITIGROUP 401(k) PLAN

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

December 31, 2011

Identity of issue	Number of shares/units		Interest rate (%)	Cost Value		Current Value
Brink S Co/The		15,486			392,863		416,258
Caci International Inc Class A		8,934			527,331		499,578
Callon Petroleum Co		40,181			281,131		199,700
Cambium Learning Group Inc		22,793			90,461		68,836
Cantel Medical Corp		11,190			275,387		312,529
Capstead Mortgage Corp Reit		29,830			333,520		371,085
Caribou Coffee Co Inc		7,293			96,738		101,742
Cascade Corp		1,898			89,508		89,541
Casella Waste Systems Inc A		150,775			1,369,428		964,959
Cavco Industries Inc		8,770			298,374		351,314
Centene Corp		9,391			334,770		371,805
Century Casinos Inc		101,461			402,923		262,784
Charles River Laboratories		13,188			416,863		360,425
Chemed Corp		6,694			422,362		342,793
Chemical Financial Corp		18,139			364,651		386,717
Chico S Fas Inc		40,368			440,918		449,695
Churchill Downs Inc		4,196			175,368		218,745
Cincinnati Bell Inc		81,010			268,592		245,460
Cirrus Logic Inc		3,197			51,506		50,674
Coherent Inc		7,476			222,686		390,782
Coinstar Inc		25,410			972,863		1,159,719
Collective Brands Inc		17,215			250,178		247,376
Columbia Banking System Inc		27,008			475,408		520,449
Comtech Telecommunications		1,299			37,437		37,172
Conn S Inc		17,484			134,419		194,072
Consolidated Graphics Inc		2,698			95,739		130,237
Contango Oil + Gas		8,879			520,310		516,572
Convergys Corp Npv		16,790			203,657		214,412
Cooper Tire Rubber		35,483			562,911		497,121
Core Mark Holding Co Inc		2,897			113,325		114,735
Corinthian Colleges Inc		68,914			192,655		149,543
Cornerstone Therapeutics Inc		19,982			125,271		111,897
Cracker Barrel Old Country		799			40,387		40,291
Crawford Co Cl B		8,692			58,011		53,543
Crawford Company Class A		38,665			197,952		157,365
Cray Inc		35,603			222,203		230,353
Crexus Investment Corp Reit		15,157			171,087		157,332
Cross Country Healthcare Inc		22,908			250,859		127,140
Crosstex Energy Inc		13,088			166,822		165,432
Cryolife Inc		22,479			125,692		107,901
Cubic Corp		11,789			557,279		513,891
Cubist Pharmaceuticals Inc		11,489			356,861		455,212
Culp Inc		11,489			110,878		97,890
Cvd Equipment Corp		12,059			178,714		145,069
Cvr Energy Inc		34,968			567,473		654,949
Darling International Inc		35,667			595,689		474,018
Datalink Corp		27,175			200,623		224,466
Delek Us Holdings Inc		32,370			471,762		369,345
Deluxe Corp		13,617			316,321		309,912
Depomed Inc		54,550			367,220		282,569
Dice Holdings Inc		22,772			201,763		188,781
Dolan Co The		71,166			760,074		606,338
Double Eagle Petroleum Co		5,995			64,044		41,242
Dusa Pharmaceuticals Inc		44,159			233,955		193,419
Dxp Enterprises Inc		17,284			361,973		556,549
Dycom Industries Inc		25,715			403,517		537,953
Easylink Services Intl Class A		91,516			475,992		364,234
Electro Scientific Inds Inc		11,190			169,870		162,027
Electronics For Imaging		5,295			85,383		75,456
Empire Resorts Inc		25,899			147,524		39,884
Endeavour International Corp		27,083			269,961		235,353
Endocyte Inc		18,167			176,599		68,309
Endologix Inc		25,377			243,300		291,325
Ensign Group Inc The		7,110			128,866		174,186

* Party-in-interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

27

CITIGROUP 401(k) PLAN

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

December 31, 2011

Identity of issue	Number  of shares/units		Interest rate (%)	Cost Value		Current Value
Entegris Inc		5,795			38,203		50,559
Enteromedics Inc		52,788			87,100		89,740
Equity Lifestyle Properties Reit		8,392			534,532		559,683
Exelis Inc		37,338			568,582		337,906
Express Inc		28,774			584,175		573,746
Ezcorp Inc Class A		8,492			225,632		223,940
Fair Isaac Corp		16,984			442,292		608,722
Finish Line The Class A		14,587			299,517		281,303
Fisher Communications Inc		2,910			84,353		83,905
Friedman Industries		5,959			55,562		62,267
Full House Resorts Inc		67,638			293,719		177,888
Futurefuel Corp		9,291			108,146		115,400
Generac Holdings Inc		7,693			188,585		215,633
Genmark Diagnostics Inc		18,018			108,493		74,236
Gentiva Health Services		18,199			317,924		122,841
Geo Group Inc The		24,866			578,271		416,502
Gibraltar Industries Inc		10,990			144,604		153,419
Global Cash Access Holdings		56,049			226,127		249,416
Gran Tierra Energy Inc		96,412			517,890		462,775
Greif Inc Class A		9,634			606,368		438,814
Group 1 Automotive Inc		6,294			291,323		326,041
Gt Advanced Technologies Inc		58,846			549,380		426,045
Gulfmark Offshore Inc Class A		4,696			205,716		197,266
Halozyme Therapeutics Inc		32,170			255,258		305,941
Hardinge Inc		25,800			243,887		207,688
Healthcare Services Group		8,516			112,519		150,648
Healthstream Inc		3,397			39,884		62,673
Helix Energy Solutions Group		44,836			886,167		708,403
Hi Tech Pharmacal Co Inc		5,595			205,802		217,584
Hill International Inc		116,495			751,420		598,785
Hilltop Holdings Inc		23,780			259,453		200,942
Hooker Furniture Corp		4,096			44,513		46,984
Huntington Ingalls Industrie		1,798			49,689		56,252
Hurco Companies Inc		3,197			93,935		67,138
Huron Consulting Group Inc		10,990			338,574		425,749
Iberiabank Corp		21,964			1,082,000		1,082,835
Icf International Inc		15,418			324,843		382,054
Idt Corp Class B		29,073			358,819		272,708
Infinity Pharmaceuticals Inc		39,620			263,880		350,245
Infospace Inc		46,357			406,322		509,469
Inhibitex Inc		20,082			279,395		219,692
Innophos Holdings Inc		2,598			110,257		126,140
Innospec Inc		11,090			223,928		311,291
Insight Enterprises Inc		7,089			115,166		108,398
Insperity Inc		21,880			610,824		554,656
Integrated Electrical Servic		27,628			167,743		53,045
Intermec Inc		42,315			779,512		290,283
Invacare Corp		17,184			463,649		262,747
Ion Geophysical Corp		73,304			413,465		449,349
Ista Pharmaceuticals Inc		31,971			163,332		225,393
Itt Corp		18,669			439,222		360,869
Ixys Corporation		14,786			171,641		160,137
J2 Global Inc		7,593			212,215		213,668
Jazz Pharmaceuticals Inc		4,096			103,408		158,238
Jda Software Group Inc		4,496			147,471		145,621
Jetblue Airways Corp		40,113			255,860		208,587
Kb Home		6,228			65,949		41,850
Kelly Services Inc A		57,773			966,930		790,342
Kemet Corp		29,406			341,829		207,312
Key Energy Services Inc		17,180			198,207		265,772
Knight Capital Group Inc A		37,226			502,672		440,015
Koppers Holdings Inc		1,898			60,327		65,224
Kulicke + Soffa Industries		49,555			495,389		458,379
La Z Boy Inc		5,895			53,971		70,146

* Party-in-interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

28

CITIGROUP 401(k) PLAN

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

December 31, 2011

Identity of issue	Number  of shares/units		Interest rate (%)	Cost Value		Current Value
Lennox International Inc		1,698			55,784		57,322
Lgl Group Inc		8,128			162,508		58,600
Liquidity Services Inc		8,592			167,016		317,049
Lmi Aerospace Inc		6,994			162,085		122,737
Lone Pine Resources Inc		4,591			60,397		32,180
Ltc Properties Inc Reit		7,893			228,457		243,571
Manhattan Associates Inc		8,093			280,902		327,587
Marcus Corporation		17,884			184,342		225,512
Matrix Service Co		30,917			329,620		291,853
Maximus Inc		7,093			259,607		293,316
Medassets Inc		43,660			412,655		403,855
Medicines Company		7,093			129,141		132,223
Medicis Pharmaceutical Class A		19,082			690,578		634,493
Memc Electronic Materials		26,799			349,857		105,586
Men S Wearhouse Inc The		6,894			186,063		223,424
Meritor Inc		55,290			778,395		294,143
Metro Health Networks Inc		38,065			292,596		284,346
Microsemi Corp		5,295			89,977		88,694
Miller Industries IncTenn		16,285			305,635		256,164
Mitcham Industries Inc		2,711			36,942		59,198
Molina Healthcare Inc		24,977			536,834		557,738
Momenta Pharmaceuticals Inc		18,583			236,009		323,158
Moneygram International Inc		13,787			233,191		244,725
Monolithic Power Systems Inc		3,197			38,450		48,180
Monotype Imaging Holdings In		19,482			223,330		303,726
Monro Muffler Brake Inc		577			10,499		22,394
Movado Group Inc		27,175			419,568		493,771
Mrv Communications Inc		75,476			138,173		64,910
Multimedia Games Holding Co		6,894			56,040		54,736
Mvc Capital Inc		5,295			62,241		61,371
Myers Industries Inc		13,274			148,309		163,799
Myr Group Inc/Delaware		11,077			188,026		212,014
Nacco Industries Class A		2,997			310,293		267,415
National Beverage Corp		9,591			127,455		154,131
Navigant Consulting Inc		18,983			206,128		216,591
Neenah Paper Inc		2,448			48,304		54,634
Nelnet Inc Class A		21,280			448,807		520,733
Netgear Inc		9,192			327,264		308,561
Netscout Systems Inc		15,211			223,087		267,711
Neurocrine Biosciences Inc		13,289			87,069		112,955
Neutral Tandem Inc		13,787			144,686		147,387
Newpark Resources Inc		84,263			911,877		800,494
Nobility Homes Inc		17,917			214,034		93,168
Noranda Aluminum Holding Cor		29,473			334,334		243,152
Northwest Bancshares Inc		2,867			30,998		35,661
Nu Skin Enterprises Inc A		13,388			416,953		650,241
Obagi Medical Products Inc		2,498			22,798		25,377
Official Payments Holdings I		96,012			743,914		418,613
Old National Bancorp		26,419			280,570		307,781
Omega Protein Corp		41,064			568,401		292,789
Omnicell Inc		18,837			262,597		311,183
On Assignment Inc		32,497			225,723		363,315
Opko Health Inc		49,455			269,457		242,328
Orasure Technologies Inc		62,057			471,511		565,340
Origen Financial Inc Reit		105,429			309,125		136,004
Osi Systems Inc		6,354			146,709		309,926
Outdoor Channel Holdings Inc		35,800			267,399		267,068
Pacer International Inc		31,123			180,006		166,510
Pacific Premier Bancorp Inc		22,646			82,698		143,578
Palomar Medical Technologies		22,242			180,382		206,847
Pantry Inc		26,644			332,968		318,925
Papa John S Intl Inc		9,192			336,086		346,338
Par Pharmaceutical Cos Inc		18,483			574,558		604,950
Park Ohio Holdings Corp		10,198			203,686		181,926

* Party-in-interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

29

CITIGROUP 401(k) PLAN

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

December 31, 2011

Identity of issue	Number  of shares/units		Interest rate (%)	Cost Value		Current Value
Park Sterling Corp		8,090			52,033		33,009
Patrick Industries Inc		41,546			231,218		166,600
Pervasive Software Inc		6,694			42,723		38,958
Petroquest Energy Inc		6,612			36,308		43,641
Pharmacyclics Inc		4,596			54,031		68,110
Phi Inc Non Voting		6,496			148,315		161,435
Phi Inc Voting		2,842			69,915		66,239
Plexus Corp		24,229			685,636		663,377
Postrock Energy Corp		41,594			294,011		116,879
Powell Industries Inc		3,602			123,655		112,661
Power One Inc		30,599			183,965		119,642
Preformed Line Products Co		1,099			70,723		65,566
Premiere Global Services Inc		74,682			623,918		632,559
Prestige Brands Holdings Inc		18,016			158,789		203,038
Primoris Services Corp		58,998			533,889		880,833
Progenics Pharmaceuticals		11,390			65,801		97,267
Ps Business Parks Inc/Ca Reit		9,192			533,191		509,489
Questcor Pharmaceuticals		899			38,551		37,388
Redwood Trust Inc Reit		15,436			226,842		157,137
Repligen Corp		15,276			61,936		53,008
Republic Bancorp Inc Class A		3,097			74,058		70,925
Rex American Resources Corp		23,718			391,293		524,410
Rick S Cabaret Intl Inc		33,679			336,328		284,925
Rti Biologics Inc		83,923			374,550		372,618
Rue21 Inc		2,837			76,236		61,272
Sanchez Energy Corp		4,095			90,094		70,683
Sanmina Sci Corp		42,361			371,063		394,382
Sauer Danfoss Inc		13,088			471,026		473,916
Schulman (A.) Inc		10,790			223,393		228,534
Sciclone Pharmaceuticals Inc		9,491			50,325		40,718
Select Comfort Corporation		3,397			53,656		73,678
Simmons First Natl Corp Class A		10,922			282,012		296,974
Sinclair Broadcast Group A		12,389			117,089		140,363
Skyline Corp		14,163			350,575		61,611
Smart Balance Inc		49,155			243,557		263,470
Sparton Corp		3,007			31,696		26,163
Spectrum Pharmaceuticals Inc		21,680			191,650		317,180
SsC Technologies Holdings		15,885			232,432		286,891
Standard Motor Prods		21,980			368,246		440,696
Standex International Corp		6,294			204,682		215,074
Steelcase Inc Class A		63,941			595,850		477,002
Sterling Bancorp N Y		9,174			84,425		79,265
Sterling Construction Co		11,017			189,596		118,654
Steven Madden Ltd		4,995			171,195		172,342
Stifel Financial Corp		9,584			318,427		307,159
Stone Energy Corp		17,884			469,498		471,769
Sturm Ruger + Co Inc		17,584			385,172		588,356
Surewest Communications		11,889			180,539		143,026
Sykes Enterprises Inc		62,249			1,030,025		974,823
Synaptics Inc		2,398			73,230		72,294
Synnex Corp		27,872			750,858		848,989
Systemax Inc		25,577			347,615		419,711
T.G.C. Industries Inc		50,254			361,087		358,813
Take Two Interactive Softwre		14,287			193,262		193,587
Talbots Inc		22,434			151,112		59,674
Targa Resources Corp		3,896			131,753		158,546
Telecommunication Systems A		48,855			228,861		114,810
Telenav Inc		51,153			501,765		399,506
Telular Corp		4,196			31,595		31,471
Tessco Technologies Inc		14,986			212,518		207,110
Tessera Technologies Inc		30,272			553,823		507,060
Tms International Corp A		13,488			105,093		133,258
Tns Inc		19,446			353,536		344,586
Tower International Inc		15,486			255,043		166,317

* Party-in-interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

30

CITIGROUP 401(k) PLAN

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

December 31, 2011

Identity of issue	Number of shares/units		Interest rate (%)	Cost Value		Current Value
Tpc Group Inc		2,198			49,881		51,279
Tredegar Corp		8,592			173,844		190,917
Triangle Petroleum Corp		20,577			115,734		122,844
Trident Microsystems Inc		152,684			303,176		27,483
Trimas Corp		42,061			841,494		754,988
True Religion Apparel Inc		17,784			509,896		614,960
Tyler Technologies Inc		3,497			110,589		105,288
Umh Properties Inc Reit		34,815			362,051		324,129
Unisys Corp		23,978			581,051		472,605
United Online Inc		85,422			553,449		464,693
United States Lime Mineral		1,328			68,885		79,813
Univest Corp Of Pennsylvania		4,490			82,424		65,730
Usana Health Sciences Inc		7,893			240,865		239,703
Vaalco Energy Inc		47,157			288,781		284,827
Valassis Communications Inc		38,240			951,820		735,357
Valueclick Inc		9,039			142,846		147,252
Ventrus Biosciences Inc		6,194			61,977		49,493
Vitamin Shoppe Inc		2,302			49,566		91,816
Vonage Holdings Corp		131,779			592,570		322,859
Voxx International Corp		19,482			147,673		164,624
Warren Resources Inc		20,581			90,422		67,093
Washington Banking Co		7,541			99,518		89,814
Wausau Paper Corp		13,924			122,444		115,008
Wd 40 Co		1,958			77,240		79,111
Websense Inc		14,687			315,075		275,079
Western Liberty Bancorp		5,728			54,289		15,524
Western Refining Inc		41,962			677,162		557,668
Willbros Group Inc		26,690			541,085		97,951
Winnebago Industries		2,342			15,442		17,286
Wintrust Financial Corp		32,172			1,010,376		902,430
WT Offshore Inc		15,086			265,722		319,977
Total Small cap companies					90,106,019		84,340,093
Non-U.S. equities
Aac Technologies Holdings In		109,611			220,404		246,980
Advanced Info Service For Rg A		53,510			243,691		238,294
Aircastle Ltd		39,064			460,947		496,896
Alkermes Plc		5,295			86,364		91,924
Alliance Global Group Inc		924,222			243,691		217,910
America Movil Sab De C Ser L		1,416,676			1,674,415		1,601,905
American Safety Ins Holdings		14,187			275,026		308,567
Argo Group International		14,653			514,182		424,345
Asian Paints Ltd		7,994			564,733		388,958
Astra International Tbk Pt		179,862			641,051		1,467,857
Axiata Group Berhad		406,857			681,154		659,699
Axis Bank Ltd		43,897			1,055,410		666,251
Baidu Inc Spon Adr Adr		7,005			920,286		815,890
Bajaj Auto Ltd		15,999			506,207		479,029
Banco Latinoamericano Come E		27,775			458,537		445,781
Banco Santander Chile Adr		16,863			1,323,168		1,276,544
Bank Rakyat Indonesia Perser		1,949,087			868,366		1,450,933
Belle International Holdings		483,286			725,758		845,032
Bim Birlesik Magazalar As		10,369			323,770		288,248
Bp Plc Spons Adr Adr		47,621			2,312,104		2,035,304
Br Malls Participacoes Sa		46,136			495,013		448,192
Br Properties Sa		20,627			213,995		204,582
Carnival Corp		76,373			3,064,436		2,492,803
Catcher Technology Co Ltd		75,731			525,777		351,407
Ccr Sa		97,753			692,406		640,421
Celltrion Inc		9,232			318,583		290,912
Cetip Sa Balcao Organizado		34,278			510,808		495,271
Cfr Pharmaceuticals Sa		990,671			238,810		232,864
Chicago Bridge Iron Ny Shr Ny Reg Shrs Eur		9,769			264,770		369,250
China Bluechemical Ltd H		157,442			117,980		119,197

* Party-in-interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

31

CITIGROUP 401(k) PLAN

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

December 31, 2011

Identity of issue	Number of shares/units		Interest rate (%)	Cost Value		Current Value
China Grentech Corp Ltd Adr Adr		51,754			190,395		134,561
Cia Hering		26,606			539,749		463,004
Cimb Group Holdings Bhd		259,579			741,462		609,234
Clicks Group Ltd		58,975			328,400		337,702
Cnooc Ltd		927,710			1,564,822		1,626,890
Coca Cola Femsa Sab Sp Adr Adr		5,082			483,065		483,855
Comba Telecom Systems Holdin		393,106			286,079		317,356
Companhia De Bebidas Prf Adr Adr		72,219			1,900,730		2,606,379
Cp All Pcl Foreign A		406,857			695,673		667,349
Cpfl Energia Sa Adr Adr		25,993			663,090		733,257
Credicorp Ltd		6,747			476,283		738,602
Dabur India Ltd		133,363			312,025		250,629
Diageo Plc Sponsored Adr Adr		13,478			930,759		1,178,205
Dongfeng Motor Grp Co Ltd H		576,954			972,780		995,440
Eldorado Gold Corp Npv		10,297			101,811		141,171
Embraer Sa Adr Adr		43,545			983,180		1,098,194
Empresa Nacional De Telecom		15,807			299,248		293,651
Energy Xxi Bermuda		16,539			463,502		527,251
Etalon Group Ltd Gdr 144a		46,834			226,860		201,386
Eurocash Sa		44,458			360,817		369,499
Fresh Del Monte Produce Inc		26,714			529,649		668,108
Genomma Lab Internacional B		209,457			418,725		403,895
Global Sources Ltd		53,751			519,256		260,691
Golar Lng Ltd		4,696			187,679		208,724
Goldcorp Inc Npv		5,713			223,903		252,813
Golden Eagle Retail Group		232,177			559,737		490,863
Great Basin Gold Ltd		114,755			250,702		104,542
Haier Electronics Group Co		220,219			223,465		197,915
Haitian International Hldgs		250,113			233,655		213,188
Harum Energy Tbk Pt		239,152			225,981		180,666
Hengdeli Holdings Ltd		681,583			309,970		222,028
Hiwin Technologies Corp		24,912			225,309		202,393
Hon Hai Precision Industry		633,274			2,262,579		1,733,823
Honam Petrochemical Corp		1,565			469,185		404,951
Housing Development Finance		62,931			893,884		768,845
Htc Corp		50,820			1,422,092		834,156
Hyundai Mobis		3,517			423,760		891,342
Hyundai Motor Co		8,818			1,651,442		1,630,361
Imperial Tobacco Group Adr Adr		20,666			1,709,323		1,556,941
Indo Tambangraya Megah Pt		116,587			623,865		496,947
Indofood Sukses Makmur Tbk P		30,890			23,341		15,671
Indusind Bank Ltd		45,164			265,757		191,141
Industries Qatar		38,108			1,393,791		1,391,867
Infosys Ltd		23,502			1,256,552		1,220,223
Interoil Corp		31,972			1,292,635		1,634,751
Intertape Polymer Group Inc		87,277			216,844		276,670
Itau Unibanco Holding Sa Preference		84,301			1,459,331		1,536,197
Itc Ltd		312,401			1,355,523		1,180,365
Jubilant Foodworks Ltd		15,430			302,801		218,807
Kalbe Farma Tbk Pt		604,357			246,558		226,613
Kasikornbank Pcl Foreign		168,702			741,204		652,349
Kuala Lumpur Kepong Bhd Myr1.		62,478			443,276		447,401
Lenovo Group Ltd		1,275,476			847,561		850,690
Lg Household + Health Care		2,222			963,490		940,350
Life Healthcare Group Holdin		270,291			667,777		691,012
Lojas Renner S.A.		15,943			574,071		413,790
Lupin Ltd		54,926			537,125		464,398
Magnit		754			64,738		64,738
Magnit Ojsc Spon Gdr 144a Gdr		30,092			702,451		521,376
Mail Ru Group Gdr Regs		7,429			262,195		193,145
Mediatek Inc		48,827			428,055		447,487
Motherson Sumi Systems Ltd		61,061			284,766		157,181
Mr Price Group Ltd		62,934			637,122		622,057
Mtn Group Ltd		131,785			2,491,337		2,346,149

* Party-in-interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

32

CITIGROUP 401(k) PLAN

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

December 31, 2011

Identity of issue	Number of shares/units		Interest rate (%)	Cost Value		Current Value
Naspers Ltd N Shs		13,436			502,261		587,805
Nestle India Ltd		5,307			497,190		409,634
Newalta Corp		7,571			90,720		92,092
Nordion Inc		11,771			96,583		98,407
Odontoprev S.A.		16,043			250,679		228,788
Ogx Petroleo E Gas Participa		106,323			742,073		776,367
Oil Search Ltd		202,085			1,355,262		1,294,862
Orthofix International Nv		6,494			271,370		228,785
Pacific Rubiales Energy Corp		24,518			748,157		450,992
Pdg Realty Sa		148,673			584,653		470,269
Petaquilla Minerals Ltd		65,673			97,436		38,090
Petrobras Petroleo Bras Pr Preference		139,605			1,706,964		1,608,422
Ping An Insurance Group Co H		119,576			776,290		789,824
Powertech Technology Inc		136,516			327,745		289,001
Pp London Sumatra Indones Pt		1,015,399			256,695		251,960
Progressive Waste Solutions		15,167			324,239		297,125
Quimica Y Minera Chil Sp Adr Adr		12,282			697,615		661,409
Raia Drogasil Sa		31,887			234,335		221,725
Randgold Resources Ltd		17,533			804,211		1,790,161
Redecard Sa		54,407			846,472		851,436
Royal Caribbean Cruises Ltd		74,476			2,127,092		1,844,765
S.A.C.I. Falabella		72,818			635,654		566,337
Samsung Electronics Co Ltd		3,706			2,239,116		3,403,469
Samsung Engineering Co Ltd		7,362			1,605,992		1,287,692
Samsung Fire + Marine Ins		3,632			743,377		665,258
Samsung Heavy Industries		25,779			809,042		624,325
San Gold Corp		59,200			198,293		109,397
Sandstorm Gold Ltd		358,659			177,512		422,677
Sandstorm Metals Energy Lt		47,409			23,065		15,597
Sandvine Corp		294,194			418,929		326,556
Sanofi Adr Adr		36,739			1,239,667		1,342,433
Sasol Ltd		38,622			1,821,329		1,844,178
Seadrill Ltd		79,268			2,333,934		2,630,106
Shoprite Holdings Ltd		42,264			613,388		713,005
Shriram Transport Finance		3,654			49,683		28,985
Siam Makro Public Co Foreign A		23,218			182,917		175,880
Silver Standard Resources		8,365			173,941		115,607
Simplo Technology Co Ltd		58,791			479,947		343,674
Sonda Sa		127,262			323,562		305,016
Spreadtrum Communicati Adr Adr		9,889			247,186		206,481
Sun Art Retail Group Ltd		594,890			755,664		746,045
Sun Pharmaceutical Indus		42,830			408,616		400,194
Tata Consultancy Svs Ltd		59,761			1,017,870		1,301,958
Tata Motors Ltd		186,752			604,685		627,194
Tencent Holdings Ltd		25,808			516,107		518,389
The Foschini Group Ltd		40,174			492,789		522,433
Tofas Turk Otomobil Fabrika		91,417			316,438		286,555
Totvs Sa		22,520			373,086		401,564
Tpk Holding Co Ltd		24,912			504,677		324,570
Tractebel Energia Sa		64,272			989,426		1,032,350
Truworths International Ltd		44,741			456,744		409,263
Tsrc Corp		167,406			418,403		410,789
Turkiye Garanti Bankasi		310,466			1,130,899		969,898
Turkiye Halk Bankasi		137,803			776,162		722,362
Unilever Indonesia Tbk Pt		257,088			518,215		533,031
United Tractors Tbk Pt		108,615			319,149		315,633
Vistaprint Nv		14,087			465,432		431,065
Vodafone Group Plc Sp Adr Adr		73,677			2,017,166		2,065,170
Walmart De Mexico Ser V		741,171			1,795,420		2,034,120
Want Want China Holdings Ltd		1,167,858			1,020,211		1,166,866
Willis Group Holdings Plc		68,186			2,457,895		2,645,627
Wuxi Pharmatech Inc Adr Adr		19,540			249,152		215,717
Xl Group Plc		102,629			2,016,983		2,028,971
Xyratex Ltd		27,293			333,629		363,541

* Party-in-interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

33

CITIGROUP 401(k) PLAN

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

December 31, 2011

Identity of issue	Number of shares/units		Interest rate (%)	Cost Value		Current Value
Yingde Gases Group Company		221,215			225,350		225,870
Youku.Com Inc Spon Adr Adr		15,429			359,059		241,777
Yuanta Financial Holding Co		1,226,797			711,280		625,979
Total Non-U.S. equities					112,790,117		112,268,004
Mutual funds
Dfa Emerging Markets Portfolio		30,037,014			454,752,087		399,262,741
Dodge Cox International Stoc Dodge Cox Intl Stock Fund		8,154,302			320,691,952		238,431,791
Brandywine Global Bond Fund		5,006,269			52,324,697		54,318,015
Pimco All Asset All Authority		2,507,948			26,948,953		25,154,718
Pimco Emerging Markets Bond Fund		3,093,587			32,861,315		34,802,849
Spdr SP Mortgage Finance ETF		4,771			108,645		116,470
T Rowe Price Institutional Hig		7,223,327			66,957,127		66,382,377
T Rowe Price International Discovery Fund		1,065,042			40,158,949		39,736,712
Western Asset High Yield Portforlio		8,194,160			69,025,081		66,372,697
Total Mutual funds					1,063,828,806		924,578,370
Collective trusts and other investments
Balanced funds
BFA Lifepath Index Retirement		5,439,145			72,016,989		74,897,020
BFA Lifepath Index 2015 Fund		7,017,455			86,584,264		89,332,195
BFA Lifepath Index 2020 Fund		9,262,300			119,060,516		121,243,514
BFA Lifepath Index 2025 Fund		10,391,812			124,065,350		125,325,255
BFA Lifepath Index 2030 Fund		9,688,297			122,246,069		122,266,306
BFA Lifepath Index 2035 Fund		8,326,992			96,690,216		95,760,407
BFA Lifepath Index 2040 Fund		7,110,456			88,021,993		86,534,246
BFA Lifepath Index 2045 Fund		11,587,136			130,827,910		127,342,626
BFA Lifepath Index 2050 Fund		1,485,952			13,547,887		13,135,818
Total Balanced funds					853,061,194		855,837,387
Commodity funds
DJ Commodity TR Index		4,944,025			46,954,555		42,310,967
Total Commodity funds					46,954,555		42,310,967
Real estate funds
AEW Capital Management REIT		2,697,638			24,927,620		30,186,565
DJ/WIL REIT Index		1,219,950			29,448,177		35,875,075
Total Real estate funds					54,375,797		66,061,640
Non-U.S. fixed income funds
Citigroup EM Mkt Debt		2,781,257			32,293,279		34,682,278
Total Non-U.S. Fixed Income Funds					32,293,279		34,682,278
U.S. fixed income funds
BlackRock Aggregate Bond Index		20,083,886			386,091,858		476,972,214
BlackRock Capital US TIPS Index		7,511,475			93,772,381		110,396,151
Total U.S. fixed income funds					479,864,239		587,368,365
Non-U.S. equity funds
MSCI EM Free Index		2,877,998			65,769,114		66,576,722
SSGA Emerging Mkt Equity		9,833,260			87,792,047		82,727,216
MSCI EAFE Index		15,070,844			278,332,112		254,199,923
Total Non-U.S. equity funds					431,893,273		403,503,861
U.S. equity funds
Wellington Large Cap Growth		21,334,241			200,165,130		192,861,542
S&P 400 Mid Cap Index		6,065,403			180,715,280		201,626,129
Russell 3000 Index		20,043,193			361,584,256		421,889,159
Russell 2000 Index		12,846,179			246,138,038		335,773,434
S&P 500 Index		3,394,439			883,496,499		904,933,705
Wellington Mid Cap Growth		6,646,699			60,672,456		63,675,376
Total U.S. equity funds					1,932,771,659		2,120,759,345
Total Collective trusts and other investments					3,831,213,996		4,110,523,843

* Party-in-interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

34

CITIGROUP 401(k) PLAN

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

December 31, 2011

Identity of issue	Number of shares/units	Interest rate (%)			Cost Value		Current Value
Guaranteed insurance contracts
AIG Financial Products Contract No. 725840			4.63	%		177,268,517		194,446,175
ING Life & Annuity Company Contract No. 60266			3.48			187,328,219		196,707,156
JP Morgan Chase Bank Contract No. Citigroup01			5.88			16,555,876		16,979,659
Natixis Financial Products Contract No. WR1937-01			2.40			246,184,564		247,749,992
Natixis Financial Products Contract No. WR1937-02			4.70			7,368,253		7,521,367
Prudential Ga 62194			2.97			278,434,406		288,289,850
Royal Bank Of Canada Contract No. Citigroup01			4.74			215,834,802		236,834,128
Total Guaranteed insurance contracts						1,128,974,637		1,188,528,327
Wrapper contract
AIG Financial Products Contract No. 725840						N/A		(310,810	)
ING Life & Annuity Company Contract No.60266						N/A		466,182
JP Morgan Chase Bank Contract No. Citigroup01						N/A		4,041
Natixis Financial Products Contract No. WR1937-01						N/A		108,657
Natixis Financial Products Contract No. WR1937-02						N/A		4,086
Prudential Ga 62194						N/A		175,465
Royal Bank Of Canada Contract No. Citigroup01						N/A		882,908
Total Wrapper contracts						N/A		1,330,529
Total Investments					$	8,448,546,041	$	7,641,390,259
Loans receivable from participants
43,132 loans carrying an interest rate of 4.21% to 10.71% with maturities up to 20 years								210,768,439
Total							$	7,852,158,698

* Party-in-interest, as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm

35

CITIGROUP 401(k) PLAN

Schedule H, Line 4j — Schedule of Reportable Transactions

Year Ended December 31, 2011

Identity and Description	Number of purchases		Purchase price		Number of sales		Selling price		Expenses incurred with transaction		Cost of asset sold		Current value of asset on transaction date		Net gain (loss)
Series of transactions:
* State Street Short Term Investment Fund		758	$	408,754,174		1,023	$	535,656,060	$	—	$	535,656,060	$	944,410,234	$	—

* Party-in-interest, as defined by ERISA

See Report of Independent Registered Public Accounting Firm

36

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.

CITIGROUP 401(k) PLAN
By:	/s/ Paul McKinnon
	Paul McKinnon
	Global Head of Human Resources

Date: June 14, 2012

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