Citigroup Inc.

DISCLOSURE CONTROLS AND PROCEDURESCitigroup’s disclosure controls and procedures are designed to ensurethat information required to be disclosed under the Securities ExchangeAct of 1934 is recorded, processed, summarized and reported within thetime periods specified in the SEC’s rules and forms, including withoutlimitation that information required to be disclosed by Citi in its SEC filings,is accumulated and communicated to management, including the ChiefExecutive Officer (CEO) and Chief Financial Officer (CFO), as appropriate toallow for timely decisions regarding required disclosure.Citi’s Disclosure Committee assists the CEO and CFO in theirresponsibilities to design, establish, maintain and evaluate the effectivenessof Citi’s disclosure controls and procedures. The Disclosure Committeeis responsible for, among other things, the oversight, maintenance andimplementation of the disclosure controls and procedures, subject to thesupervision and oversight of the CEO and CFO.Citigroup’s management, with the participation of its CEO and CFO, hasevaluated the effectiveness of Citigroup’s disclosure controls and procedures(as defined in Rule 13a-15(e) under the Exchange Act) as of December 31,2010 and, based on that evaluation, the CEO and CFO have concluded that atthat date Citigroup’s disclosure controls and procedures were effective.142