Citigroup Inc.

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Transactions with AffiliatesThe types and amounts of transactions between Citigroup’s U.S. subsidiarydepository institutions and their non-bank affiliates are regulated by the FRB,and are generally required to be on arm’s-length terms. See also “Fundingand Liquidity—Liquidity Transfer Between Entities” above.Insolvency of an Insured U.S. Subsidiary DepositoryInstitutionIf the FDIC is appointed the conservator or receiver of an FDIC-insured U.S.subsidiary depository institution such as Citibank, N.A., upon its insolvency orcertain other events, the FDIC has the ability to transfer any of the depositoryinstitution’s assets and liabilities to a new obligor without the approval ofthe depository institution’s creditors, enforce the terms of the depositoryinstitution’s contracts pursuant to their terms or repudiate or disaffirmcontracts or leases to which the depository institution is a party.Additionally, the claims of holders of deposit liabilities and certainclaims for administrative expenses against an insured depository institutionwould be afforded priority over other general unsecured claims againstsuch an institution, including claims of debt holders of the institution anddepositors in non-U.S. offices, in the liquidation or other resolution of suchan institution by any receiver. As a result, such persons would be treateddifferently from and could receive, if anything, substantially less than thedepositors in U.S. offices of the depository institution.An FDIC-insured financial institution that is affiliated with a failed FDICinsuredinstitution may have to indemnify the FDIC for losses resulting fromthe insolvency of the failed institution. Such an FDIC indemnity claim isgenerally superior in right of payment to claims of the holding company andits affiliates and depositors against such depository institution.Privacy and Data SecurityCitigroup is subject to many U.S., state and international laws and regulationsrelating to policies and procedures designed to protect the non-publicinformation of its consumers. Citigroup must periodically disclose its privacypolicy to consumers and must permit consumers to opt out of Citigroup’sability to use such information to market to affiliates and third-partynon-affiliates under certain circumstances. See also “Risk Factors” and“Operational Risk—Information Security and Continuity of Business” above.CUSTOMERSIn Citigroup’s judgment, no material part of Citigroup’s business dependsupon a single customer or group of customers, the loss of which would havea materially adverse effect on Citi, and no one customer or group of affiliatedcustomers accounts for at least 10% of Citigroup’s consolidated revenues.COMPETITIONThe financial services industry, including each of Citigroup’s businesses,is highly competitive. Citigroup’s competitors include a variety of otherfinancial services and advisory companies such as banks, thrifts, creditunions, credit card issuers, mortgage banking companies, trust companies,investment banking companies, brokerage firms, investment advisorycompanies, hedge funds, private equity funds, securities processingcompanies, mutual fund companies, insurance companies, automobilefinancing companies, and internet-based financial services companies.Citigroup competes for clients and capital (including deposits andfunding in the short- and long-term debt markets) with some of thesecompetitors globally and with others on a regional or product basis.Citigroup’s competitive position depends on many factors, including thevalue of Citi’s brand name, reputation, the types of clients and geographiesserved, the quality, range, performance, innovation and pricing of productsand services, the effectiveness of and access to distribution channels,technology advances, customer service and convenience, effectivenessof transaction execution, interest rates and lending limits, regulatoryconstraints and the effectiveness of sales promotion efforts. Citigroup’s abilityto compete effectively also depends upon its ability to attract new employeesand retain and motivate existing employees, while managing compensationand other costs. See “Risk Factors” above.In recent years, Citigroup has experienced intense price competitionin some of its businesses. For example, the increased pressure on tradingcommissions from growing direct access to automated, electronic marketsmay continue to impact Securities and Banking, and technologicaladvances that enable more companies to provide funds transfers maydiminish the importance of Regional Consumer Banking’s role as afinancial intermediary.There has been substantial consolidation among companies in thefinancial services industry, particularly as a result of the recent financialcrisis, through mergers, acquisitions and bankruptcies. This consolidationmay produce larger, better capitalized and more geographically diversecompetitors able to offer a wider array of products and services at morecompetitive prices around the world. In certain geographic regions,including “emerging markets,” our competitors may have a stronger localpresence, longer operating histories, and more established relationships withclients and regulators.PROPERTIESCitigroup’s principal executive offices are located at 399 Park Avenue inNew York City. Citigroup, and certain of its subsidiaries, is the largest tenant,and the offices are the subject of a lease. Citigroup also has additional officespace in 601 Lexington Avenue in New York City, under a long-term lease.Citibank leases one building and owns a commercial condominium unit ina separate building in Long Island City, New York, and has a long-term leaseon a building at 111 Wall Street in New York City, each of which are totallyoccupied by Citigroup and certain of its subsidiaries.Citigroup Global Markets Holdings Inc. leases its principal offices at 388Greenwich Street in New York City, and also leases the neighboring buildingat 390 Greenwich Street, both of which are fully occupied by Citigroup andcertain of its subsidiaries.Citigroup’s principal executive offices in EMEA are located at 25 and 33Canada Square in London’s Canary Wharf, with both buildings subject tolong-term leases. Citigroup is the largest tenant of 25 Canada Square and thesole tenant of 33 Canada Square.In Asia, Citigroup’s principal executive offices are in leased premiseslocated at Citibank Tower in Hong Kong. Citigroup has major or fullownership interests in country headquarter locations in Shanghai, Seoul,Kuala Lumpur, Manila, and Mumbai.Citigroup’s principal executive offices in Latin America, which also serveas the headquarters of Banamex, are located in Mexico City, in a two-towercomplex with six floors each, totaling 257,000 rentable square feet.Citigroup also owns or leases over 76.8 million square feet of real estate in100 countries, comprised of 12,356 properties.302
Citigroup continues to evaluate its current and projected spacerequirements and may determine from time to time that certain of itspremises and facilities are no longer necessary for its operations. There is noassurance that Citigroup will be able to dispose of any such excess premisesor that it will not incur charges in connection with such dispositions. Suchdisposition costs may be material to Citigroup’s operating results in a givenperiod.Citi has developed programs to achieve long-term energy efficiencyobjectives and reduce its greenhouse gas emissions with respect to itsproperties. These activities could help to mitigate, but will not eliminate,Citigroup’s risk of increased costs from potential future regulatoryrequirements that would impact Citi as a consumer of energy.For further information concerning leases, see Note 28 to the ConsolidatedFinancial Statements.LEGAL PROCEEDINGSFor a discussion of Citigroup’s litigation and related matters, see Note 29 tothe Consolidated Financial Statements.UNREGISTERED SALES OF EQUITY; PURCHASES OFEQUITY SECURITIES; DIVIDENDSUnregistered Sales of Equity SecuritiesNone.Share RepurchasesUnder its long-standing repurchase program, Citigroup may buy backcommon shares in the market or otherwise from time to time. This programis used for many purposes, including offsetting dilution from stock-basedcompensation programs.The following table summarizes Citigroup’s share repurchasesduring 2010:In millions, except per share amountsTotal sharespurchased (1)Averageprice paidper shareApproximate dollarvalue of shares thatmay yet be purchasedunder the plan orprogramsFirst quarter 2010Open market repurchases (1) — $ — $6,739Employee transactions (2) 12.5 3.57 N/ATotal first quarter 2010 12.5 $3.57 $6,739Second quarter 2010Open market repurchases (1) — $ — $6,739Employee transactions (2) 121.2 4.93 N/ATotal second quarter 2010 121.2 $4.93 $6,739Third quarter 2010Open market repurchases (1) — $ — $6,739Employee transactions (2) 14.3 3.95 N/ATotal third quarter 2010 14.3 $3.95 $6,739October 2010Open market repurchases (1) 0.2 $4.01 $6,739Employee transactions (2) 1.5 4.15 N/ANovember 2010Open market repurchases (1) — — 6,739Employee transactions (2) 1.5 4.18 N/ADecember 2010Open market repurchases (1) — — 6,739Employee transactions (2) 1.5 4.77 N/AFourth quarter 2010Open market repurchases (1) 0.2 $4.01 $6,739Employee transactions (2) 4.5 4.37 N/ATotal fourth quarter 2010 4.7 4.35 $6,739Full year 2010Open market repurchases (1) 0.2 $4.01 $6,739Employee transactions (2) 152.5 4.71 N/AFull year 2010 152.7 $4.71 $6,739(1) Open market repurchases are transacted under an existing authorized share repurchase plan. Since 2000, the Board of Directors has authorized the repurchase of shares in the aggregate amount of $40 billion underCiti’s existing share repurchase plan.(2) Consists of shares added to treasury stock related to activity on employee stock option program exercises, where the employee delivers existing shares to cover the option exercise, or under Citi’s employee restricted ordeferred stock program, where shares are withheld to satisfy tax requirements.N/A Not applicableFor so long as the U.S. government continues to hold any Citigroup trustpreferred securities acquired pursuant to the exchange offers consummatedin 2009, Citigroup is prohibited from redeeming or repurchasing any of itsequity or trust preferred securities, subject to certain customary exemptions.303
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UNITED STATESSECURITIES AND EXCHANG
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CITIGROUP’S 2010 ANNUAL REPORT ON
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As described above, Citigroup is ma
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Operating ExpensesCitigroup operati
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FIVE-YEAR SUMMARY OF SELECTED FINAN
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CITIGROUP REVENUESIn millions of do
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REGIONAL CONSUMER BANKINGRegional C
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2009 vs. 2008Revenues, net of inter
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SECURITIES AND BANKINGSecurities an
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TRANSACTION SERVICESTransaction Ser
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BROKERAGE AND ASSET MANAGEMENTBroke
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Japan Consumer FinanceCitigroup con
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The following table provides detail
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CORPORATE/OTHERCorporate/Other incl
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During 2010, average Consumer loans
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SEGMENT BALANCE SHEET AT DECEMBER 3
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Citigroup Regulatory Capital Ratios
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Capital Resources of Citigroup’s
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Regulatory Capital Standards Develo
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DepositsCiti continues to focus on
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Secured financing is primarily cond
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Each of the credit rating agencies
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RISK FACTORSThe ongoing implementat
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The emerging markets in which Citi
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is largely uncertain. However, any
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a short-term Liquidity Coverage Rat
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understanding or cause confusion ac
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MANAGING GLOBAL RISKRISK MANAGEMENT
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CREDIT RISKCredit risk is the poten
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(1) 2010 primarily includes an addi
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Non-Accrual Loans and AssetsThe tab
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Renegotiated LoansThe following tab
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Citi’s first mortgage portfolio i
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Consumer Mortgage FICO and LTVData
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Second Mortgages: December 31, 2010
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Interest Rate Risk Associated with
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North America Cards—FICO Informat
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CONSUMER LOAN DETAILSConsumer Loan
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Consumer Loan Modification Programs
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North America CardsNorth America ca
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Payment deferrals that do not conti
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Repurchase ReserveCiti has recorded
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Securities and Banking-Sponsored Pr
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The following table presents the co
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MARKET RISKMarket risk encompasses
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Trading PortfoliosPrice risk in tra
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INTEREST REVENUE/EXPENSE AND YIELDS
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AVERAGE BALANCES AND INTEREST RATES
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ANALYSIS OF CHANGES IN INTEREST EXP
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As required by SEC rules, the table
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The credit valuation adjustment amo
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The fair values shown are prior to
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Key Controls over Fair Value Measur
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The following table reflects the in
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The results of the July 1, 2010 tes
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As a result of the losses incurred
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MANAGEMENT’S ANNUAL REPORT ON INT
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• an “ownership change” under
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REPORT OF INDEPENDENT REGISTERED PU
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FINANCIAL STATEMENTS AND NOTES TABL
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CONSOLIDATED FINANCIAL STATEMENTSCO
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CONSOLIDATED BALANCE SHEET(Continue
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CONSOLIDATED STATEMENT OF CHANGES I
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CITIBANK CONSOLIDATED BALANCE SHEET
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NOTES TO CONSOLIDATED FINANCIAL STA
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Repurchase and Resale AgreementsSec
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ecoveries are added. Securities rec
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Consumer Mortgage Representations a
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Transfers of Financial AssetsFor a
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ACCOUNTING CHANGESChange in Account
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The following table reflects the in
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Measuring Liabilities at Fair Value
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Revisions to the Earnings-per-Share
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FUTURE APPLICATION OF ACCOUNTING ST
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3. DISCONTINUED OPERATIONSSale of T
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CitiCapitalOn July 31, 2008, Citigr
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5. INTEREST REVENUE AND EXPENSEFor
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Stock Award ProgramsCitigroup issue
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In January 2009, members of the Man
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Information with respect to stock o
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9. RETIREMENT BENEFITSThe Company h
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The following table shows the chang
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A one-percentage-point change in th
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Level 3 Roll ForwardThe reconciliat
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10. INCOME TAXESIn millions of doll
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The Company is currently under audi
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11. EARNINGS PER SHAREThe following
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13. BROKERAGE RECEIVABLES AND BROKE
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The table below shows the fair valu
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Debt Securities Held-to-MaturityThe
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Evaluating Investments for Other-Th
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The following is a 12-month roll-fo
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16. LOANSCitigroup loans are report
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Residential Mortgage Loan to Values
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The following table presents Corpor
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Included in the Corporate and Consu
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18. GOODWILL AND INTANGIBLE ASSETSG
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Intangible AssetsThe components of
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CGMHI has committed long-term finan
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20. Regulatory CapitalCitigroup is
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22. SECURITIZATIONS AND VARIABLE IN
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In millions of dollars As of Decemb
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Funding Commitments for Significant
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Credit Card SecuritizationsThe Comp
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Managed Loans—Citi HoldingsThe fo
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Key assumptions used in measuring t
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Mortgage Servicing RightsIn connect
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The Company administers one conduit
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Key Assumptions and Retained Intere
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Municipal InvestmentsMunicipal inve
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Page 285 and 286: CORPORATE INFORMATIONCITIGROUP EXEC
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Citigroup Inc.

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