Citigroup Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM—INTERNAL CONTROL OVER FINANCIAL REPORTINGThe Board of Directors and StockholdersCitigroup Inc.:We have audited Citigroup Inc. and subsidiaries’ (the “Company” or“Citigroup”) internal control over financial reporting as of December 31,2010, based on criteria established in Internal Control—IntegratedFramework issued by the Committee of Sponsoring Organizations of theTreadway Commission (COSO). The Company’s management is responsiblefor maintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting,included in the accompanying management’s report on internal controlover financial reporting. Our responsibility is to express an opinion on theCompany’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the PublicCompany Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonable assuranceabout whether effective internal control over financial reporting wasmaintained in all material respects. Our audit included obtaining anunderstanding of internal control over financial reporting, assessing therisk that a material weakness exists, and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk.Our audit also included performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides areasonable basis for our opinion.A company’s internal control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies andprocedures that (1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receiptsand expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of the company’s assets thatcould have a material effect on the 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.In our opinion, Citigroup maintained, in all material respects, effectiveinternal control over financial reporting as of December 31, 2010, based oncriteria established in Internal Control—Integrated Framework issued bythe Committee of Sponsoring Organizations of the Treadway Commission.We also have audited, in accordance with the standards of the PublicCompany Accounting Oversight Board (United States), the consolidatedbalance sheets of Citigroup as of December 31, 2010 and 2009, and therelated consolidated statements of income, changes in stockholders’equity and cash flows for each of the years in the three-year period endedDecember 31, 2010, and our report dated February 25, 2011 expressed anunqualified opinion on those consolidated financial statements.New York, New YorkFebruary 25, 2011146