Citigroup Inc.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIALREPORTINGThe management of Citigroup is responsible for establishing andmaintaining adequate internal control over financial reporting. Citi’sinternal control over financial reporting is designed to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external reporting purposes in accordance withU.S. generally accepted accounting principles. Citi’s internal control overfinancial reporting includes those policies and procedures that (i) pertainto the maintenance of records that in reasonable detail accurately and fairlyreflect the transaction and dispositions of Citi’s assets; (ii) provide reasonableassurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accountingprinciples, and that Citi’s receipts and expenditures are being made only inaccordance with authorizations of Citi’s management and directors; and(iii) provide reasonable assurance regarding prevention or timely detectionof unauthorized acquisition, use or disposition of Citi’s assets that could havea material effect on its financial statements.Because of its inherent limitations, internal control over financialreporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk thatcontrols may become inadequate because of changes in conditions, or thatthe degree of compliance with the policies or procedures may deteriorate.Citigroup management assessed the effectiveness of Citigroup’s internalcontrol over financial reporting as of December 31, 2010 based on thecriteria set forth by the Committee of Sponsoring Organizations of theTreadway Commission (COSO) in Internal Control-Integrated Framework.Based on this assessment, management believes that, as of December 31,2010, Citigroup’s internal control over financial reporting was effective. Inaddition, there were no changes in Citigroup’s internal control over financialreporting during the fiscal quarter ended December 31, 2010 that materiallyaffected, or are reasonably likely to materially affect, Citi’s internal controlover financial reporting.The effectiveness of Citigroup’s internal control over financial reportingas of December 31, 2010 has been audited by KPMG LLP, Citigroup’sindependent registered public accounting firm, as stated in their report below,which expressed an unqualified opinion on the effectiveness of Citigroup’sinternal control over financial reporting as of December 31, 2010.143