FORM 11-K

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, 2008 and 2007, 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 Administrator. 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 Administrator, 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, 2008 and 2007, and 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, 2008 and supplemental schedule H, line 4j – Schedule of Reportable Transactions for the year ended December 31, 2008 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. The supplemental schedules are the responsibility of the Plan Administrator. These 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 23, 2009

CITIGROUP 401(k) PLAN

Statements of Net Assets Available for Benefits

December 31, 2008 and 2007


	2008		2007
Assets:
Investments, at fair value	$	6,847,228,573		11,285,408,881
Wrapper contracts, at fair value		2,212,935		799,158


Total investments, at fair value		6,849,441,508		11,286,208,039


Participant loans		214,753,084		229,759,483

Receivables:
Receivable for investments sold but not delivered		94,241		881,686
Interest and dividends		3,836,405		4,935,667
Employer contributions		593,595,266		80,385,451
Other receivables		331,422		—


Total receivables		597,857,334		86,202,804


Total assets		7,662,051,926		11,602,170,326

Liabilities:
Payable for investments purchased but not received		1,088,535		2,573,298
Payable for trustee and administrative fees		9,435,524		4,387,357


Total liabilities		10,524,059		6,960,655


Net assets reflecting all investments at fair value		7,651,527,867		11,595,209,671

Adjustment from fair value to contract value for fully benefit-responsive investment contracts		96,155,180		(1,931,123	)


Net assets available for benefits	$	7,747,683,047		11,593,278,548

See accompanying notes to financial statements.

CITIGROUP 401(k) PLAN

Statements of Changes in Net Assets Available for Benefits

Years Ended December 31, 2008 and 2007


	2008			2007
Additions (deductions) to net assets attributed to:
Investment income (loss):
Dividends	$	202,392,530			324,527,345
Interest		86,558,690			103,673,033
Net depreciation in fair value of investments		(4,451,577,871	)		(1,511,599,309	)


Net investment loss		(4,162,626,651	)		(1,083,398,931	)


Contributions:
Participants		756,723,978			771,530,103
Employer		601,523,193			80,385,451


Total contributions		1,358,247,171			851,915,554


Total deductions from net assets		(2,804,379,480	)		(231,483,377	)


Deductions from net assets attributable to:
Distributions to participants		1,127,856,826			1,186,665,979
Trustee and administrative expenses		15,866,926			10,106,356
Dividends paid to participants		2,469,363			4,574,714


Total deductions from net assets		1,146,193,115			1,201,347,049


Net decrease before transfers		(3,950,572,595	)		(1,432,830,426	)


Transfers in from other plans (note 1)		104,977,094			2,702,847


Net decrease after transfers		(3,845,595,501	)		(1,430,127,579	)


Net assets available for benefits at:
Beginning of year		11,593,278,548			13,023,406,127


End of year	$	7,747,683,047			11,593,278,548

See accompanying notes to financial statements.

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

(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 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.

			Prior to December 8, 2008, Citibank N.A. was the Trustee of the Plan. Effective December 8, 2008, Reliance Trust Company became the Trustee for the assets held in the Citigroup Common Stock Fund. Effective December 8, 2008, State Street Corporation became the Trustee of the Plan’s remaining assets. Plan assets are held by State Street Bank & Trust Company, the Custodian, in a Trust Fund established under the Plan.

			The Plan is administered by a third-party administrator. CitiStreet LLC (CitiStreet) managed the administration and recordkeeping prior to July 1, 2008. Effective July 1, 2008, the Company and State Street Corporation completed the sale of CitiStreet to ING Institutional Plan Services LLC (ING). ING assumed recordkeeping responsibilities of the Plan at the time of acquisition.

			The Company initiated the Financial Education Program, free of charge, for benefits-eligible employees. Costs are paid by the Plan Sponsor (the Company is the Plan Sponsor, as defined by the Plan). The program features a toll-free telephone number staffed by financial counselors where employees can obtain asset allocation assistance for their plan investments based on their individual risk profile, retirement horizon, and other factors. Ernst and Young’s EY Financial Planner Line manages the telephone financial education program. The EY Financial Planner Line utilizes the Financial Engines Personal Online Advisor to provide employees with asset allocation assistance.

			On March 10, 2008, the Citi Institutional Liquid Reserves Fund was replaced by the BlackRock TempFund as an investment option in the Citigroup 401(k) Plan. If a participant had an account balance in the Citi Institutional Liquid Reserves Fund, his or her balance was transferred to the BlackRock TempFund, a traditional money market fund similar to the Citi Institutional Liquid Reserves Fund.

			On February 19, 2008, the Plan added the Citi Institutional U.S. Treasury Reserves Fund.

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

Effective January 1, 2008, company matching contributions were increased to a maximum of 6% of the participant’s eligible pay (up to the annual compensation maximum set by the Code) for eligible employees at all compensation levels. Company matching contributions are calculated as the lesser of 6% of a participant’s eligible pay or the amount of their contributions to the Plan. The Company contributes a fixed contribution of up to 2% of eligible pay to the plan accounts of certain eligible participants whose total compensation is less than $100,000 and who met certain other criteria designated by the Plan.

Effective January 1, 2008, participants can contribute to a Roth 401(k) account within the Plan.

Effective January 1, 2008, an annual transition contribution is made to the Plan accounts of certain employees. Eligible participants generally include employees with longer service who were eligible participants in the Citigroup Pension Plan and have been continuously employed by the Company since December 31, 2006. In order to be eligible for this contribution, an employee’s total contribution opportunity from the Company under the programs effective prior to January 1, 2008 (cash balance pension, Plan matching contributions, and Citigroup Ownership Program) must have exceeded the total of the maximum matching contribution and, if eligible, the fixed contribution under the new Plan design.

Other profit sharing company contributions are also provided to certain grandfathered groups on a limited basis.

The following table reflects the net assets transferred into the Plan during the years ended December 31, 2008 and 2007:


Plan Transferred	Transfer Date		2008		2007

Legg Mason		4/1/2008	$	42,678	$	—
Old Lane Management		1/10/2008		2,491,945		—
Bisys Group		1/4/2008		85,705,655		—
ATD		1/2/2008		15,869,616		—
Ameriquest		1/1/2008		867,200		—
Ecount		6/7/2007		—		2,702,847

Net assets transferred			$	104,977,094	$	2,702,847

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

On February 25, 2008, Citigroup acquired 70 employees of Legg Mason, Inc and Legg Mason Private Portfolio Group, LLC (collectively, Legg Mason). Legg Mason employees became eligible to participate in the Plan as of April 1, 2008. Net assets of $42,678 were transferred into the Plan.

Effective January 1, 2008, the Old Lane Management, LP Incentive Savings Trust (Old Lane) merged into the Plan. Old Lane employees became eligible to participate in the Plan as of January 1, 2008. Net assets of $2,491,945 were transferred into the Plan on January 10, 2008.

Effective January 1, 2008, the Bisys Group, Inc. 401(k) Savings Plan (Bisys) merged into the Plan. Bisys employees became eligible to participate in the Plan as of January 1, 2008. Net assets of $85,705,655 were transferred into the Plan on January 4, 2008.

Effective January 1, 2008, the Automated Trading Desk 401(k) Plan (ATD) merged into the Plan. ATD employees became eligible to participate in the Plan as of January 1, 2008. Net assets of $15,869,616 were transferred into the Plan on January 2, 2008.

Effective February 27, 2007, Citigroup acquired a business segment from Ameriquest Mortgage Company, ACC Capital Holdings Corporation, Argent Mortgage Company LLC, and AMC Mortgage Services, Inc. (collectively, Ameriquest). Net assets of the Ameriquest plans were not transferred to the Plan. Ameriquest employees were permitted to rollover their account balance into the Plan. Ameriquest employees became eligible to participate in the Plan as of January 1, 2008. Net assets of $867,200 were transferred into the Plan on January 1, 2008.

Effective June 1, 2007, the ECount, Inc. 401(k) Plan (ECount) was merged into the Plan. Net assets of $2,702,847 were transferred into the Plan on June 7, 2007. ECount participants became eligible to participate in the Plan as of March 1, 2007. In lieu of participating in the Citigroup Pension Plan, Ecount participants who met the eligibility requirements of the Citigroup Pension Plan were entitled to a one time contribution to the Plan on account of the 2007 Plan Year. The one time contribution was credited to participant accounts during 2008. The contribution was calculated based upon each participant’s age, completed years of credited service, and eligible compensation.

Effective December 5, 2007, the Company acquired Metalmark Capital LLC (Metalmark). Metalmark employees became eligible to participate in the Plan as of January 8, 2008.

Effective October 17, 2007, the Company acquired PayQuik.com, Inc. (PayQuik). PayQuik employees became eligible to participate in the Plan as of January 8, 2008.

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

Effective September 4, 2007, the Plan instituted new investment options. As part of the transition to the new funds, some investment options were liquidated and “mapped” to new investment options as indicated below:


If a participant had a balance in one of the		The participant’s balance was mapped to the
following funds:		following funds:
Conservative Focus Fund		Barclays Global Investors Life Path Funds
Moderate Focus Fund		Barclays Global Investors Life Path Funds
Aggressive Focus Fund		Barclays Global Investors Life Path Funds
Legg Mason Partners Capital Fund		State Street Global Advisors Russell 3000 Index Fund
Legg Mason Partners Government Securities		State Street Global Advisors Lehman Brothers Aggregate Bond Index Fund
Fixed Income Securities Fund		State Street Global Advisors Lehman Brothers Aggregate Bond Index Fund
Legg Mason Partners Fundamental Value		Private Capital All Cap Value Fund
Legg Mason Partners Large Cap Growth		Wellington Large Cap Growth Fund
Legg Mason Partners Appreciation		Barrow Hanley Large Cap Value Fund
Wasatch Small Cap Growth		Small Cap Growth Fund
Legg Mason Partners Small Cap Value		Small Cap Value Fund
Europacific Growth		Dodge & Cox International Stock Fund
Templeton Developing Markets Trust		Emerging Market Equity Fund

			Effective August 14, 2007, the Company initiated the Professional Account Manager Program, whereby the participant who voluntarily elects this program is charged 0.35% or $2.92 per month for each $10,000 in their account. If the participant chooses to be part of the Professional Account Manager Program, the fee will be automatically deducted from their account. The program provides a personalized savings and investment strategy for the participant to have their account professionally and proactively managed.

			Effective March 5, 2007, the Company acquired Grupo Financiero Uno (GFU). GFU employees became eligible to participate in the Plan as of March 5, 2007.

			Effective January 19, 2007, Citigroup acquired a business segment of 2,500 employees from ABN AMRO Mortgage Group, Inc. (ABN AMRO). Net assets of ABN AMRO Group Profit Sharing and Savings Plan were not transferred into the Plan. ABN AMRO participants were allowed to keep their balances in the ABN AMRO Group Profit Sharing and Savings Plan or rollover their balance into the Plan. ABN AMRO participants became eligible to participate in the Plan as of March 1, 2007. In lieu of participating in the Citigroup Pension Plan, ABN AMRO participants who met the eligibility requirements of the Citigroup Pension Plan were entitled to a one time contribution to the Plan on account of the 2007 Plan Year. The one time contribution was credited to participant accounts during 2008. The contribution was calculated based upon each participant’s age, completed years of credited service, and eligible compensation.

			Effective December 20, 2006, Citigroup acquired 70 employees of the “Housing Bond Sector” of Capmark Financial Group Inc., Capmark Capital Inc., Capmark Securities Inc., Capmark Finance

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

			Inc. (collectively, “Capmark”). Capmark employees became eligible to participate in the Plan as of February 7, 2007. In lieu of participating in the Citigroup Pension Plan, Capmark employees who met the eligibility requirements of the Citigroup Pension Plan were entitled to a one time contribution to the Plan on account of the 2007 Plan Year. The one time contribution was credited to participant accounts during 2008. The contribution was calculated based upon each participant’s age, completed years of credited service, and eligible compensation.

			Effective January 1, 2007, past and future company matching contributions that were initially invested in the Citigroup Common Stock Fund and had to remain in the fund for five years or until a participant attained age 55, can be transferred into other Plan investments.

			Effective January 1, 2007, part-time employees scheduled to work 20 hours or more a week are eligible to contribute to the Plan on the first day of the first pay period following his or her date of hire. Eligible full or part-time employees are subjected to the Plan’s automatic enrollment provision and will be enrolled to contribute to the Plan 90 days after the eligibility date.

	*(b)*		*Employee Contributions*

			Eligible employees generally include employees performing services for the Company and employees of participating subsidiaries, as defined in the Plan document. 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 $15,500 for 2008 and 2007) as pretax contributions. Employee pretax contributions and employer contributions (described below), as well as the earnings thereon, are taxed to the participant at the time of distribution.

			As described in note 1(a), part-time employees scheduled to work 20 hours or more a week are eligible to contribute to the Plan on the first day of the first pay period following his or her date of hire. 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 the participants 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 enrollment. The initial automatic deferral percentage is 3%. 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.

			Catch-up contributions are permitted in accordance with Section 414 (v) of the Code. Participants who expect to reach or are over age 50 by the plan year-end can contribute up to 49% of his or her eligible pay up to $5,000 in 2008 and 2007, bringing those participants’ statutory limitation to $20,500 for 2008 and 2007.

			In addition, the Code limits contributions for highly compensated participants, defined by the Code to be participants with annual compensation over $105,000 for 2008 and $100,000 for 2007.

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

	*(c)*		*Employer Contributions*

			Participants must contribute to the Plan to receive company matching contributions.

			Effective January 1, 2008, the company matching contributions were increased to a maximum of 6% of the participant’s eligible pay (up to the annual compensation maximum set by the Code) for eligible employees at all compensation levels. The company matching contributions are equal to the lesser of 6% of a participant’s eligible pay or equal to their contributions during the Plan Year. A fixed contribution of up to 2% of eligible pay is credited to the Plan accounts for certain employees whose total compensation is less than $100,000. An annual transition contribution is credited to the Plan accounts of certain employees who exceed the maximum matching contribution and, if eligible, the fixed contribution. Participants eligible for the annual transition contribution generally include employees with longer service who were eligible participants in the Citigroup Pension Plan and have been continuously employed by the Company since December 31, 2006.

			As further described above, effective January 1, 2008, employer contributions consisted of three major components, including the company matching contribution, fixed contribution, and transition contribution. Of the $593.6 million employer contribution receivable at December 31, 2008, $490 million relates to the company matching contributions. Company contributions relating to 2008 were credited to participant accounts in 2009.

			During 2007, the maximum company matching contributions was calculated to be equal to the lesser of $1,500 or 3% of eligible pay, as shown in the table below. Eligible participants included employees whose qualifying compensation was $100,000 or less and had met the service eligibility requirement (generally one year for full-time employees).

Company Matching Contributions


	For each $1 contributed by the
If qualifying compensation for	participant, the Company will
the current year is:	contribute:	To a maximum of:
$0 – $50,000 $50,000.01 – $75,000 $75,000.01 – $100,000	$3 $2 $1	3% of eligible pay to maximum of $1,500 annually

Greater than $100,000	No matching contribution will be made.

	*(d)*		*Participant Accounts*

			Participants may elect to divide their contributions among the investment fund options 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 fund or funds, subject to certain restrictions.

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

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

	*(e)*		*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 Administrator and do not affect any other contributions made by or on behalf of a participant.

	*(f)*		*Investment Options*

			Plan assets are held in a Trust Fund and are invested in the investment options at the direction of Plan participants, in accordance with the Plan document.

			In general, Plan participants may move their Plan assets among the Plan’s investment options through a fund transfer, reallocation, or rebalance no more frequently than once every seven calendar days. An exception to this rule is that they may move Plan assets 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. Prior to September 4, 2007 the seven-day policy was a fifteen-day policy.

			In addition, Plan participants may not move an investment in the Stable Value Fund through a fund transfer, reallocation, or rebalance directly into any of the three investment options that are considered competitors of the Stable Value Fund: the Citi Institutional U.S. Treasury Reserves Fund, the BlackRock TempFund, and the BGI LifePath Fund. (The BGI LifePath Fund is not considered a money market fund or stable value fund but rather is considered to be a conservative investment vehicle.) This restriction enables the Stable Value Fund to secure higher-yielding, fixed-income investments intended to preserve principal and earned interest.

			If a Plan participant moves Plan assets from the 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 the Brandywine Global Bond Fund imposes a 2% redemption fee on the sale of fund units within 60 days after any purchase of fund units.

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

	*(g)*		*Vesting*

			The rights of a participant to his or her own pretax 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, shall be fully vested in his or her company matching contributions.

			Prior to June 26, 2007, a participant generally became vested in his or her company matching contributions:

	•		Upon completion of three years of service. Once three years of service have been attained, any Company contributions made on a participant’s behalf will be immediately vested;

	•		If a participant reaches age 55, dies, or becomes disabled while in service.

			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.

			An exception to the three-year vesting schedule is for the former Geneva ESOP participants at the time of acquisition of Geneva Group Inc. in 2001, where participants vest over a seven-year period at the rate of 10% per year of service for the first four years, then at the rate of 20% for the remaining three years of service. Effective June 26, 2007, all employees became fully vested.

			In 2008, Company fixed and transition contributions, as described in note 1(c), vest according to the following schedule:

	•		Upon completion of three years of service. Once three years of service have 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.

			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.

	*(h)*		*Forfeited Accounts*

			For the years ended December 31, 2008 and 2007, gross Company contributions of $602.7 million and $82.6 million were reduced by allocated forfeitures of $1.2 million and $2.2 million, respectively, resulting in net Company contributions of $601.5 million and $80.4 million, respectively. For the years ended December 31, 2008 and 2007, unallocated forfeitures were $328,559 and $1,541,973, respectively.

	*(i)*		*Participant Loans*

			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 first 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 balance or

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

			$50,000, less the highest outstanding loan balance in the previous twelve months. Participant loans receivable as of December 31, 2008 and 2007 bore interest rates from 5.00% to 8.50% and 5.00% to 14.50%, respectively, with maturities up to 20 years.

			Participant loans are valued at amortized cost, which approximates fair value.

			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 are submitted to the recordkeeper. Loan terms range from 1 to 5 years for general-purpose loans or up to 20 years for the purchase of a primary residence. The loans are secured by the balance in the participants’ account.

			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 loans. The fee will be deducted from the participant’s plan account at the time his or her loan request is processed.

	*(j)*		*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, all or a portion of the vested value of his or her Company contribution if the participant has attained age 59¹/2 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. 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.

	*(k)*		*Distributions*

			A participant, after leaving the Company, can have the total of his or her account distributed in accordance with Plan terms.

			If the value of a participant’s account exceeds $5,000, the participant can leave his or her money in the Plan or the participant may request a distribution, at any time, in the form of a lump-sum payment or installments. 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 70¹/2. If the participant is still employed at age 70¹/2, minimum distributions must commence when the participant retires.

			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.

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

			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.

			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 method 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, additions to net assets, deductions from net assets, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates and assumptions.

	*(c)*		*Investment Valuation and Income Recognition*

			The Plan investments are stated at fair value.

			Stocks and bonds 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. Commingled funds 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.

			Short-term money market investments are valued at cost, which approximates fair market 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.

			Financial Accounting Standards Board (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 (SOP 94-4-1), requires the Plan to report GICs at fair value. As required under SOP 94-4-1, the statements of net assets available for

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

			benefits presents the holdings of these fully benefit-responsive investment contracts at fair value with an offsetting asset or liability which, when net against the fair value, will equal contract value. Fair values of traditional GICs are calculated using the present value of the contracts’ future cash flows discounted by comparable duration Wall Street Journal GIC index rates. 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)*		*Payment of Benefits*

			Benefits are recorded when paid.

	*(e)*		*Recent Accounting Pronouncements*

			In February 2008, the FASB issues FASB Staff Position (”FSP”) No. FAS 157-2, Effective Date of FAS Statement No. 157 (“FSP FAS 157-2”) which deferred the effective date of FAS 157 for one year for non-financial assets and non-financial liabilities that are not disclosed at fair value in the financial statements on a recurring basis. The FSP did not defer the recognition and disclosure requirements for financial or non-financial assets or liabilities that are measured at least annually. In February 2008, the Plan adopted FSP FAS 157-2. In October 2008, the FASB issued FSP No. FAS 157-3, Determining the Fair Value of a Financial Asset in a Market That is Not Active (“FSP FAS 157-3”). FSP FAS 157-3 was effective upon issuance, and applies to periods for which financial statements have not been issued. This FSP’s guidance clarifies various application issues with respect to the objective fair value measurement, distressed transactions, relevance of observable data, and the use of management’s assumptions. The effect of the adoption of FAS 157, FSP FAS 157-2, and FSP FAS 157-3 did not have a material effect on the changes in net assets or the financial position of the Plan.

			In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP). The FSP reaffirms that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The FSP also reaffirms the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive.

			This FSP is effective for reporting periods ending after June 15, 2009, and is applied prospectively. Early adoption is not permitted for periods ending before March 15, 2009. The Company does not expect the provisions of FSP FAS 157-4 to have a material effect on the Plan’s financial statements.

	*(f)*		*Reclassifications*

			Prior year amounts have been reclassified to conform to the current year presentation.

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

(3)		Investments

		A summary of the Plan’s investments as of December 31, 2008 is listed below.


		2008
	Cash Equivalents
*	Blackrock Temp Fund	$	565,398,338
	State Street Short Term Investment Fund		32,233,567
	Legg Mason Citi Institutional U.S. Treasury Reserves Fund		206,113,646

	Total Cash Equivalents		803,745,551

	Company Stock Funds
*	Citigroup, Inc. Common Stock Fund		612,902,224
	State Street Common Stock Fund		4,935,010

	Total Company Stock Funds		617,837,234

	Mutual Funds
*	Dimensional Fund Advisors International Securities Fund		400,558,017
	Other Mutual Funds, individually less than 5% of net assets		404,454,483

	Total Mutual Funds		805,012,500

	Collective Trusts
*	SSGA Barclays Capital Aggregate Bond Fund		378,039,870
*	SSGA S&P 500 Fund		627,934,393
	Other Collective Trusts, individually less than 5% of net assets		1,396,110,971

	Total Collective Trusts		2,402,085,234


	Separately Managed Accounts		829,941,361

	Guaranteed Investment Contracts (GICs)		1,388,578,261

	Other Insurance Contracts		28,432

	Wrapper Contracts		2,212,935

	Investments, at fair value	$	6,849,441,508


*		Represents 5% or more of Plan’s net assets at year end

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

A summary of the Plan’s investments as of December 31, 2007 is listed below.


		2007
	Cash
*	Short-term Investment Fund-Cash	$	703,261,628

	Company Stock Funds
*	Citigroup, Inc. Common Stock Fund		2,147,618,606
	State Street Common Stock Fund		11,796,005

	Total Company Stock Funds		2,159,414,611


	Mutual Funds
*	Emerging Markets Equity Funds		682,134,751
*	U.S. Equity-Small Cap Value Funds		581,478,350
*	Non-U.S. Equity Developed Funds		1,476,164,946
*	U.S. Equity All Cap Growth Funds		667,462,271
*	U.S. Equity Large Cap Growth Funds		1,862,108,155
	Other Mutual Funds, individually less than 5% of net assets		1,081,758,995

	Total Mutual Funds		6,351,107,468


	Commingled Funds		649,530,469

	Guaranteed Investment Contracts (GICs)		1,422,065,901

	Other Insurance Contracts		28,804

	Wrapper Contracts		799,158


	Investments, at fair value	$	11,286,208,039


*		Represents 5% or more of Plan’s net assets at year end

As of December 31, 2008 and 2007, included in GICs are contracts related to qualified voluntary employee contributions (QVEC) that were discontinued in 1987 as a type of employee contribution. These contracts are frozen to new contributions and participants. At December 31, 2008 and 2007, the Plan held $25.7 million and $27.2 million, respectively, in QVEC-related contracts. In connection with acquisitions made by the Company or a predecessor company, the Plan’s investments as of December 31, 2008 and 2007 also include $4.9 million and $11.8 million, respectively, of State Street Common Stock Fund, a closed fund.

The Plan’s investments (including investments bought and sold during the year) (depreciated) appreciated in value by $(4,451,577,871) in 2008 and $(1,511,599,309) in 2007, as follows:


	2008			2007
Company Stock Funds	$	(1,774,984,426	)	$	(1,884,724,020	)
Mutual Funds		(710,899,298	)		103,634,964
Collective Trusts		(895,890,006	)		111,684,426
Separately Managed Accounts		(1,069,804,141	)		157,805,321

	$	(4,451,577,871	)	$	(1,511,599,309	)

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

(4)		Nonparticipant-Directed Investments

		Prior to January 1, 2007, Company contributions paid to the Plan on behalf of a participant remained in the Citigroup Common Stock Fund for five Plan years. After five Plan years, the restriction on the contribution made five years previously lapsed, and that portion of contributions and of earnings could have been transferred to any of the available investment options.

		This five-year restriction also lapsed when the participant reached age 55. Once a participant was vested in his or her contributions, the funds are nonforfeitable and became available for distribution or withdrawal in accordance with the terms of the Plan.

		As discussed in note 1(a) the five-year restriction for holding company matching contributions in the Citigroup Common Stock Fund was eliminated on January 1, 2007 and participant may transfer these matching contributions to other Plan investments without restriction.

(5)		Investment Contracts with Insurance Company

		Included in the Guarantee Investment Contact (GIC) Stable Value Fund are fully benefit-responsive investment contracts. These investments are credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The contracts are included in the financial statements and adjusted from fair value to contract value as reported to the Plan by the investment manager and Trustee. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at fair value.

		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, 2008 and 2007 ranged from 0.15% to 6.58% and from 3.01% to 5.74%, respectively. The crediting interest rate is based on a formula agreed upon with the issuers. At December 31, 2008 and 2007, respectively, the fair market value of GICs amounted to $1,389 million and $1,422 million.

		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 only on those investment contracts that are not deemed fully benefit-responsive as defined below:


	2008			2007
Portfolio characteristics:
Average yield earned by entire fund		3.79	%		4.85	%
Return on assets for 12 months		4.91			4.83
Current crediting rate		3.30			4.96
Duration		2.76			3.02

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

The table below represents a listing of the underlying GICs held by the Plan and a reconciliation to the GICs as reported at fair value at December 31, 2008.


December 31, 2008
	S&P/						Adjustment			Wrapper
	Moodys				Contract		to contract			contract			Fair
Issuer	Ratings	Yield			value		value			fair value			value

AIG Financial Products Contract No. 725839	AA-/Aa3		0.15	%	$	232,464,054	$	(36,273,391	)	$	(398,343	)	$	195,792,320
AIG Financial Products Contract No. 725840	AAA/Aaa		6.02			183,794,085		(5,479,798	)		(557,731	)		177,756,556
ING Life & Annuity Company Contract No. 60266	AA+/Aa1		4.99			167,152,512		(10,714,717	)		(407,227	)		156,030,568
JP Morgan Chase Bank Contract No. Citigroup01	AAA/Aaa		5.36			68,822,460		(3,680,895	)		61,541			65,203,106
Metlife and Annuity Contract (QVEC 2004)	AA/Aa2		5.05			3,913,612		(39,395	)		—			3,874,217
Metlife and Annuity Contract (QVEC 2005)	AA/Aa2		3.75			5,631,268		(135,130	)		—			5,496,138
Metlife and Annuity Contract (QVEC 2006)	AA/Aa2		4.65			4,853,298		76,484			—			4,929,782
Metlife and Annuity Contract (QVEC 2007)	AA/Aa2		5.00			5,149,130		160,409			—			5,309,539
Metlife and Annuity Contract (QVEC 2008)	AA/Aa2		5.05			5,874,606		233,233			—			6,107,839
MetLife Insurance Company Contract No. 28731	AA/Aa2		4.71			10,389,687		(1,310	)		—			10,388,377
MetLife Insurance Company Contract No. 90008B	AA/Aa2		4.19			45,811,836		300,599			—			46,112,435
Monumental Life Insur (Aegon) Contract No. SV04358Q	AA/Aa3		3.27			17,129,606		(1,510	)		—			17,128,096
Monumental Life Insur (Aegon) Contract No. SV04359Q	AA/Aa3		4.41			8,558,061		105,776			—			8,663,837
Monumental Life Insur (Aegon) Contract No. SV04434Q	AA/Aa3		4.37			12,038,116		(1,410	)		—			12,036,706
Monumental Life Insur (Aegon) Contract No. SV04489Q	AA/Aa3		4.44			23,571,518		(2,805	)		—			23,568,713
Monumental Life Insur (Aegon) Contract No. SV04490Q	AA/Aa3		4.48			23,605,991		293,356			—			23,899,347
Natixis Financial Products Contract No. WR1937-01	AA-/Aa3		0.18			232,335,988		(36,147,253	)		(396,417	)		195,792,318
Natixis Financial Products Contract No. WR1937-02	AAA/Aaa		6.58			20,473,264		(4,514	)		—			20,468,750
Principal Capital Management Contract No. 4-29618-10	AA/Aa2		4.65			47,505,828		663,160			—			48,168,988
Royal Bank of Canada Contract No. Citigroup01	AAA/Aaa		6.02			183,770,703		(5,499,389	)		(514,758	)		177,756,556
State Street Short Term Investment Fund	cash/cash		1.10			116,707,155		—			—			116,707,155
SunAmerica Life Insurance Contract No. 5096	A+/Aa3		3.98			36,832,328		(3,938	)		—			36,828,390
SunAmerica Life Insurance Contract No. 5104	A+/Aa3		3.33			30,561,270		(2,742	)		—			30,558,528

Totals					$	1,486,946,376	$	(96,155,180	)	$	(2,212,935	)	$	1,388,578,261

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

The table below represents a listing of the underlying GICs held by the Plan and a reconciliation to the GICs as reported at fair value at December 31, 2007.


December 31, 2007
	S&P/						Adjustment			Wrapper
	Moodys				Contract		to contract			contract			Fair
Issuer	Ratings	Yield			value		value			fair value			value

AIG Financial Products No.725839	AA-/Aa3		5.71	%	$	220,824,579	$	(2,845,804	)	$	(175,085	)	$	217,803,690
AIG Financial Products No.725840	AAA/Aaa		5.23			173,658,781		4,340,399			(218,711	)		177,780,469
Mass Mutual Life Insurance No. 35094	AAA/Aa1		3.01			29,398,968		(2,388	)		—			29,396,580
Mass Mutual Life Insurance No. 35101	AAA/Aa1		3.90			25,801,842		(2,704	)		—			25,799,138
Metlife and Annuity Contract (QVEC 2003)	AA/Aa2		1.00			4,117,533		—			—			4,117,533
Metlife and Annuity Contract (QVEC 2004)	AA/Aa2		4.00			6,919,211		—			—			6,919,211
Metlife and Annuity Contract (QVEC 2005)	AA/Aa2		3.75			5,880,526		—			—			5,880,526
Metlife and Annuity Contract (QVEC 2006)	AA/Aa2		4.65			5,024,701		—			—			5,024,701
Metlife and Annuity Contract (QVEC 2007)	AA/Aa2		5.00			5,282,087		—			—			5,282,087
Metlife Insurance Company No. GR-8	AA/Aa2		3.19			42,126,300		(6,940	)		—			42,119,360
Metlife Insurance Company No.90008B	AA/Aa2		4.19			65,967,846		(200,954	)		—			65,766,892
Metropolitan Insurance Company No. 28731	AA/Aa2		4.71			19,848,774		66,254			—			19,915,028
Monumental Life Insur (Aegon) Contract No. SV04359Q	AA/Aa3		4.41			8,198,278		(5,598	)		—			8,192,680
Monumental Life Insur (Aegon) Contract No. SV04489Q	AA/Aa3		4.44			22,574,081		43,444			—			22,617,525
Monumental Life Insur (Aegon) Contract No. SV04358Q	AA/Aa3		3.27			16,590,619		(177,163	)		—			16,413,456
Monumental Life Insur (Aegon) Contract No. SV04434Q	AA/Aa3		4.37			11,536,451		6,279			—			11,542,730
Monumental Life Insur (Aegon) Contract No. SV04490Q	AA/Aa3		4.48			22,598,440		18,913			—			22,617,353
Monumental Life Insur (Aegon) Contract No.MDA00731TR	AA+/Aa1		5.11			140,116,799		(550,288	)		(47,937	)		139,518,574
Natixis Financial Products Contract No. WR1937-01	AA-/Aa3		5.74			220,665,506		(2,686,867	)		(175,184	)		217,803,455
New York Life Insurance Contract No. GA 31481-002	AAA/Aaa		3.77			33,522,359		(3,826	)		—			33,518,533
New York Life Insurance Contract No. GA 31481-003	AAA/Aaa		3.86			17,616,037		(2,322	)		—			17,613,715
Principal Capital Management Contract No. 4-29618-10	AA/Aa2		4.65			45,399,703		204,472			—			45,604,175
Principal Capital Management Contract No. 4-29618-7	AA/Aa2		3.85			11,805,361		(153	)		—			11,805,208
Royal Bank of Canada Contract No. Citigroup 01	AAA/Aaa		5.23			173,644,901		4,317,809			(182,241	)		177,780,469
State Street Short Term Investment Fund	cash/cash		4.84			26,801,984		—			—			26,801,984
SunAmerica Life Insurance No. 5096	AA+/Aa2		3.98			35,429,804		(156,480	)		—			35,273,324
SunAmerica Life Insurance No. 5104	AA+/Aa2		3.33			29,582,465		(424,960	)		—			29,157,505


Totals					$	1,420,933,936	$	1,931,123		$	(799,158	)	$	1,422,065,901

(6)		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 are closed to new contributions. Additionally, the investments within each participant-directed fund election 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.

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

		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.

		At December 31, 2008 and 2007, approximately 9% and 19%, 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.

(7)		Related-Party Transactions

		Certain Plan investments are shares of common stock issued by the Company. The Company is the Plan Sponsor, as defined by the Plan.

		Certain Plan investments are shares of commingled trust funds managed by State Street and common stock issued by State Street. State Street is the Trustee and custodian of the Plan’s assets.

		Citibank N.A. was the Trustee of the Plan from January 1, 2007 to December 8, 2008, as described in note 1(a). Citibank, N.A. is an indirect wholly owned subsidiary of the Company.

		In 2002, the Company and State Street Corporation created CitiStreet, a joint venture, whereby each party owned 50%. CitiStreet manages the administration and recordkeeping for the Plan. On July 1, 2008, the Company and State Street Corporation completed the sale of CitiStreet to ING, as explained in note 1(a).

		The value of the Company’s common stock was $613 million and $2,148 million at December 31, 2008 and December 31, 2007, respectively. The value of State Street common stock was $4.9 million and $11.8 million at December 31, 2008 and December 31, 2007, respectively. These transactions qualify as exempt party-in-interest transactions. There have been no known prohibited transactions with parties in interest.

(8)		Tax Status

		The Internal Revenue Service 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. Although the Plan has been amended since receiving the determination letter, the Plan’s administrator 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.

(9)		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 shall become 100% vested and, therefore, will not be subject to forfeiture.

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

(10)		Fair Value Measurements

		The Plan adopted FASB’s Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), as of January 1, 2008. SFAS 157 does not determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

• 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 Company 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 calculation 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.

The table below categorizes the Plan’s investments by level within the fair value hierarchy as of December 31, 2008. As required by SFAS 157, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.


	December 31, 2008
	Level 1		Level 2		Level 3		Total
Cash Equivalents	$	565,398,338	$	238,347,213	$	—	$	803,745,551
Company Stock Funds		617,837,234		—		—		617,837,234
Mutual Funds		805,012,500		—		—		805,012,500
Collective Trusts		—		2,402,085,234		—		2,402,085,234
Separately Managed Accounts		800,292,712		29,648,649		—		829,941,361
Guaranteed Investment Contracts		—		1,388,578,261		2,212,935		1,390,791,196
Other Insurance Contracts		—		—		28,432		28,432


Investments, at fair value	$	2,788,540,784	$	4,058,659,357	$	2,241,367	$	6,849,441,508

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

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, 2008.


	Level 3 Investments at Fair Value
	Year Ended December 31, 2008
			Other
			Insurance
	GICs		Contracts			Total
Balance, beginning of year	$	799,158	$	28,791		$	827,949
Realized losses		—		(359	)		(359	)
Unrealized gains relating to instruments still held at the reporting date		1,413,777		—			1,413,777
Purchases, issuances and settlements		—		—			—

Balance, end of year	$	2,212,935	$	28,432		$	2,241,367

(11)		Administrative Expenses

		Audit fees and trustee administration fees are paid by the Plan. Expenses related to monthly investment service fees and loan fees are charged to participants’ investment balances and are reflected in the net asset value of their participant accounts. 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 loans. The fee will be deducted from the participant’s plan account at the time his or her loan request is processed.

		Any expenses not borne by the Plan are paid by the Company.

(12)		Pending Litigation

		During the fourth quarter of 2007, fourteen putative class actions were filed in the Southern District of New York 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, which is currently pending. 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.

		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

CITIGROUP 401(k) PLAN

Notes to Financial Statements

December 31, 2008 and 2007

		defendant in this action. The complaint was brought on behalf of all participants in the Citigroup 401(k) Plan from 2001 through the present.

(13)		Subsequent Events

		Effective July 1, 2009, recordkeeper services will be transferred from ING to Hewitt Associates LLC.

		Effective June 1, 2009, the Company and Morgan Stanley entered into a joint venture that will combine the Global Wealth Management platform of Morgan Stanley with the Smith Barney, Quilter and Australia private client networks. The Company sold 100% of these businesses to Morgan Stanley in exchange for a 49% stake in the joint venture.

		Plan management, with the advice of the Plan’s legal counsel, has determined that a partial plan termination was triggered effective June 1, 2009 due to changes in the number of Plan participants, as a result of the sale of certain businesses to Morgan Stanley as part of the joint venture. Accordingly, Plan participants who were terminated as part of the 2008 and 2009 company-wide re-engineering plan became retroactively fully vested in their employer contributions on their termination date. Plan participants impacted by the joint venture were vested in all prior employer contributions as a condition of the sale.

		Plan management will communicate with impacted Plan participants regarding these vesting changes and take other appropriate action. Since the partial Plan termination was triggered in 2009, any required additional employer contributions will be reflected in the financial statements for the year ended December 31, 2009.

(14)		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, 2008 and 2007:


	2008			2007

Net assets available for benefits per the financial statements	$	7,747,683,047		$	11,593,278,548
Adjustment from contract value to fair value for fully benefit-responsive investment contracts		(96,155,180	)		1,931,123

Net assets available for benefits per the Form 5500	$	7,651,527,867		$	11,595,209,671


Net decrease in net assets after transfer to other plan per the financial statements	$	(3,845,595,501	)	$	(1,430,127,579	)
Prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts		(1,931,123	)		13,260,866
Current year adjustment from contract value to fair value for fully-benefit responsive investment contracts		(96,155,180	)		1,931,123

Net loss per Form 5500	$	(3,943,681,804	)	$	(1,414,935,590	)

CITIGROUP 401(k) PLAN

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

December 31, 2008


				Number of
Identity of issue		Interest rate	Maturity date	shares/units		Cost		Market value
Cash Equivalents
	Blackrock Temp Fund				565,398,338	$	565,398,338	$	565,398,338
	State Street Short Term Investment Fund				32,233,567		32,233,567		32,233,567
*	Legg Mason Citi Institutional U.S. Treasury Reserves Fund				206,113,646		206,113,646		206,113,646

	Total Cash Equivalents				803,745,551		803,745,551		803,745,551


Company Stock Funds
*	Citigroup Common Stock Fund
	Citigroup Common Stock Fund				91,341,613		1,815,654,194		612,902,224
*	State Street Common Stock Fund
	State Street Common Stock Fund				125,477		2,254,267		4,935,010

	Total Company Stock Funds				91,467,090		1,817,908,461		617,837,234


Mutual Funds
	Brandywine Global Bond Fund				2,936,548		30,115,145		26,076,543
	Dimensional Fund Advisors International Securities Fund				37,613,596		614,474,609		400,558,017
	Dodge & Cox International Stock Fund				13,739,239		604,480,098		300,889,343
	Emerging Market Equity Fund				876,169		9,078,944		7,421,149
	T Rowe Price Institutional High Yield Funds				4,904,377		47,634,098		34,722,991
	Western Asset Trust Funds Inc				5,900,577		55,201,569		35,344,457

	Total Mutual Funds				65,970,506		1,360,984,463		805,012,500


Collective Trusts
	AEW Capital Management REIT Fund				1,227,476		11,657,311		7,401,682
*	BGI Lifepath 2010				1,564,326		46,394,716		39,139,435
*	BGI Lifepath 2015				6,970,013		84,753,440		67,609,125
*	BGI Lifepath 2020				3,140,495		102,133,646		77,475,999
*	BGI Lifepath 2025				8,585,306		107,281,945		78,212,140
*	BGI Lifepath 2030				2,468,571		85,316,756		60,085,029
*	BGI Lifepath 2035				4,825,137		60,524,947		41,689,187
*	BGI Lifepath 2040				1,222,059		44,475,342		29,964,876
*	BGI Lifepath 2045				5,016,384		56,287,706		37,923,861
*	BGI Lifepath Retirement				1,168,837		29,926,600		25,924,805
	Emerging Market Bond Fund				807,099		8,270,063		7,393,022
	SSGA Barclays Capital Aggregate Bond Fund				19,432,501		346,976,939		378,039,870
	SSGA Barclays Capital US TIPS Fund				5,802,608		65,969,947		63,207,809
	SSGA Dow Jones AIG Commodity Fund				3,719,676		45,178,210		26,435,738
	SSGA Dow Jones/Wilshire REIT Index Fund				473,441		12,255,141		7,805,626
	SSGA EAFE Fund				15,232,897		147,599,690		75,341,907
	SSGA International Small Cap Fund				1,074,702		9,864,179		5,658,304
	SSGA MSCI EAFE Fund				4,493,322		98,262,353		60,318,356
	SSGA MSCI Emerging Market Free				1,519,819		38,998,850		20,601,145
	SSGA Russell 2000 Fund				14,960,088		273,941,288		251,374,357
	SSGA Russell 3000 Fund				8,084,280		175,874,522		111,611,576
	SSGA S&P 400 Mid Cap Fund				1,681,787		48,215,230		32,683,853
	SSGA S&P 500 Fund				3,509,268		978,681,032		627,934,393
	Wellington Large Cap Growth Fund				38,060,379		376,018,455		237,116,159
	Wellington Mid Cap Growth Fund				5,942,172		56,213,696		31,136,980

	Total Collective Trusts				160,982,643		3,311,072,004		2,402,085,234


Separately Managed Accounts
	Alliance Bernstein Emerging Growth Fund
	AAC Acoustic Tech				948,318		1,037,688		425,814
	ABSA Group				16,288		182,017		190,538
	America Movil Sab De Cv				65,944		3,762,544		2,043,603
	Anglo American				18,935		1,221,492		432,124
	Au Optronics Corp				245,446		454,255		184,731
	Banco Santander Chile New				9,762		454,042		341,966
	Beijing Enterprise				61,760		225,387		251,816
	Bidvest Group				64,599		619,062		733,335
	Billiton				14,401		437,677		276,682
	Br Malls Participa				60,665		570,146		236,727
	Brasil Telecom Par New				11,356		262,027		286,819
	Brazilian Real				336,058		142,091		144,107
	Cathay Financial H				239,171		507,371		266,005
	Cencosud Sa				132,697		502,902		188,493
	Central European Distr Corp				13,846		741,122		272,771
	Cez				28,963		1,783,059		1,182,512
	Chilean Peso				3,201,362		4,850		5,024
	China Const Bk				1,930,504		1,464,776		1,058,636
	China Life Insurance				311,789		984,411		947,413
	China Med Technologies Inc				63,952		2,359,497		1,295,661
	China Mobile Ltd				298,342		3,655,265		2,994,887
	China O/Seas Land				225,126		336,593		313,135
	China Petrolium + Chemical				1,259,111		800,735		761,946
	China Res Pwr Hldg				201,219		413,300		386,849
	China Shipping Dev				381,519		1,163,714		379,047
	China Yurun Food				1,964,373		1,983,319		2,309,029
	Chungwha Telecom				1,115,598		2,219,917		1,818,652
	Cnooc Ltd				1,755,185		2,195,725		1,639,640
	Companhia Brasileira De Distr				18,130		781,831		499,652
	Companhia De Bebidas Das Amers				9,384		610,157		415,786
	Companhia Vale Do Rio Doce				255,707		5,430,385		2,723,281
	Compania Cervecerias Unidas Sa				3,586		129,395		93,776
	Compania De Minas Buenaventura				11,746		433,239		233,988

CITIGROUP 401(k) PLAN

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

December 31, 2008


			Number of
Identity of issue	Interest rate	Maturity date	shares/units		Cost		Market value
Czech Koruna				5,959		308		309
Deutsche Bank Ag Ldn				115,598		362,585		425,979
Deutsche Bk Ag Ldn				35,267		387,883		54,593
Egyptian Pound				89		16		16
Eletropaulo Elec				106,216		1,946,755		1,161,448
Enersis S A				75,407		1,230,002		960,688
Fomento Economico Mexicano Sab				26,995		1,022,129		813,365
Gazprom O A O				104,757		869,964		1,492,791
Gerdau S A				82,480		1,827,992		544,366
Great Wall Motor Co				466,688		604,543		162,584
Gvt Holding Sa				47,715		996,310		519,092
Hong Kong Dollar				82,379		10,628		10,629
Htc Corporation				45,424		629,987		452,603
Hungarian Forint				1,278		7		7
Hypermarcas Sa				27,394		270,146		156,468
Icl Israel Chem				80,350		1,143,208		559,493
Indonesian Rupiah				190,995,232		15,967		17,523
Industrial + Com B				3,244,403		2,040,063		1,707,977
Israeli Shekel				79,353		20,649		21,009
Itausa Inv Itau Sa				611,805		3,247,389		2,101,438
J P Morgan Intl Derivatives Lt				11,018		749,148		335,615
Kt + G Corporation				35,296		2,826,402		2,216,593
Lg Electronics Inc				5,409		654,085		321,220
Localiza Rent A Ca				27,095		255,254		82,493
Lojas Renner Sa				20,583		363,381		138,309
Marfrig Frigorific				55,186		529,353		177,484
Mediatek Inc				31,876		252,827		214,172
Megacable Holdings				64,251		205,913		85,599
Merril Lynch Intl				130,328		2,524,837		1,912,954
Merrill Lynch + Co				9,463		253,320		264,631
Merrill Lynch Intl				66,200		4,536,462		2,108,411
Merrill Lynch Lepo				289,724		1,279,079		1,019,539
Mexican Peso (New)				3,425		258		247
Mobile Telesystems				18,229		1,318,157		486,356
Mtn Group Ltd				117,228		1,663,542		1,375,794
Multiexport Foods Com				142,609		89,443		9,455
Murray + Roberts				84,007		947,481		436,163
Naspers				36,857		523,347		662,786
New Oriental Ed + Technology				7,471		413,135		410,232
New Taiwan Dollar				3,722,297		110,996		113,422
Novoross Sea Trade				13,370		255,988		90,248
Oil Co Lukoil				30,139		2,377,176		965,954
Open Jt Stk Co Vimpel Commn				65,944		1,497,662		472,159
Orascom Constr Ind				5,748		858,623		287,384
Perdigao Sa				11,456		225,519		146,092
Petroleo Brasileiro Sa Petro				169,143		4,493,068		3,452,214
Pharmstandard Grd				29,418		737,623		311,828
Polish Zloty				3,573		1,210		1,206
Posco				2,868		1,345,054		865,221
Pound Sterling				9,526		14,654		13,696
Powszechna Kasa Os				70,798		1,538,647		848,239
Quanta Computer				710,631		1,082,843		749,218
Samsung Electronic				5,532		3,507,085		1,980,641
Sasol				61,856		2,512,015		1,873,539
Shanda Interactive Entmt Ltd				13,747		388,391		444,841
Shinhan Financial				27,993		1,620,444		660,078
Siam Commercial Bk				447,662		1,197,947		630,691
Sincere Pharmaceuticals				46,221		653,608		331,401
Singapore Dollar				152		108		106
South African Rand				4,449		463		481
South Korean Won				946,807		749		752
Standard Bk Gr Ltd				21,565		177,605		193,609
State Street Short Term Investment Fund				1,481,961		1,481,961		1,481,961
Taiwan Semicon Man				1,290,549		2,758,825		1,746,005
Tele Norte Leste Participacoes				44,129		1,048,128		614,271
Telekomunikacja Po				34,057		318,349		220,685
Tenaris S A				14,643		804,859		307,213
Tencent Hldgs Ltd				109,774		766,946		708,200
Teva Pharmaceutical Inds Ltd				86,365		3,772,634		3,676,544
Turkish Lira				2,356		1,500		1,527
Turkiye Garanti Bankasi				529,702		1,476,085		892,275
Urbi Desarrollo Ur				194,844		746,658		265,916
Usiminas Isi Sd Mg				15,017		444,872		167,210
Vedanta Resources				24,610		1,086,402		216,371
Wal Mart De Mexico Sab De Cv				55,030		187,684		147,028
X 5 Retail Group Nv				26,499		826,559		227,892
Yuanta Finl Holds				761,045		518,244		340,891
ZTE Corporation				164,561		746,895		431,033

Total Alliance Bernstein Emerging Growth Fund				223,921,923		115,466,025		74,632,918

CITIGROUP 401(k) PLAN

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

December 31, 2008


			Number of
Identity of issue	Interest rate	Maturity date	shares/units		Cost		Market value
Buckhead Small Cap Value
Bank Hawaii Corp				10,948		562,234		494,520
Briggs + Stratton Corp				28,670		708,987		504,300
Broadridge Finl Solutions Inc				70,762		1,057,079		887,355
Brown + Brown Inc				28,570		524,857		597,107
Casella Waste Sys Inc				141,849		1,547,211		578,743
Coinstar Inc				43,067		1,364,199		840,238
Community Bancorp Nev				38,567		763,984		133,827
Comstock Res Inc				17,522		717,708		827,903
Con Way Inc				24,915		1,160,464		662,750
Cox Radio Inc				121,203		1,473,251		728,428
Cracker Barrel Old Ctry Store				26,050		820,537		536,373
Crawford + Co				84,959		476,643		572,626
Diamondrock Hospitality Co				57,464		394,899		291,344
Dycom Inds Inc				82,960		1,600,991		681,929
Electro Rent				38,268		556,033		427,070
First Horizon Natl Corp				33,722		354,809		356,444
Freds Inc				64,413		688,041		693,085
Greenbrier Cos Inc				55,065		1,325,616		378,295
Harsco Corp				22,771		674,687		630,296
HCC Ins Hldgs Inc				23,946		547,148		640,544
Heartland Express Inc				21,166		326,635		333,578
Iberiabank Corp				14,347		678,069		688,673
International Speedway Corp				16,072		609,688		461,749
Intrntnl Flavrs + Fragrncs Inc				17,392		695,181		516,884
K Swiss Inc				67,987		1,500,664		775,057
Kennametal Inc				39,488		1,209,904		876,232
Lo Jack Corp				41,626		644,771		171,500
Marvel Entmt Inc				20,971		477,393		644,862
Mps Group Inc				64,038		772,662		482,207
Novatel Wireless Inc				87,384		1,528,968		405,461
On Assignment Inc				102,231		895,479		579,650
On Semiconductor Corp				160,872		1,303,034		546,966
Pantry Inc				12,298		407,940		263,786
Perot Sys Corp				35,269		490,935		482,120
Pike Elec Corp				27,170		457,597		334,191
Raymond James Financial Inc				41,592		925,657		712,476
Richardson Electrs Ltd				43,470		314,612		128,236
Rpm Intl Inc				67,388		1,454,069		895,581
Sensient Technologies Corp				24,571		658,638		586,743
Sonic Solutions				53,640		384,926		94,407
State Street Short Term Investment Fund				1,034,786		1,034,786		1,034,786
Synovus Finl Corp				71,337		592,112		592,096
Texas Cap Bancshares Inc				40,143		700,660		536,305
Tidewater Inc				29,070		1,664,983		1,170,634
United Cmnty Bks Inc Blairsvil				49,223		696,403		668,444
Wiley John + Sons Inc				4,724		151,218		168,084
Wilmington Tr Corp				31,469		877,191		699,875
Xyratex Ltd				31,369		595,181		92,539

				3,266,784		39,368,734		26,406,299

Wells Capital Small Cap Value Fund
3Com Corp				290,959		975,595		663,386
Abm Inds Inc				22,374		487,608		426,228
Acco Brands Corp				77,224		578,351		266,421
Airtran Holdings Inc				38,332		223,894		170,195
Annaly Capital Management Inc				55,189		810,223		875,848
Anworth Mtg Asset Corp 1				74,662		458,977		480,077
Apex Silver Mines Ltd				78,037		972,396		76,477
Argo Group International Hold				17,586		691,096		596,509
Bakers Footwear Group Inc				42,437		156,345		24,189
Bio Reference Labs Inc				6,926		185,862		181,655
Brocade Communications Sys Inc				48,109		307,902		134,704
Canadian Dollar				14		11		11
Capstead Mortage Corp				63,612		676,058		685,105
Cavco Inds Inc Del				12,159		418,130		326,962
Century Casinos Inc				85,917		460,644		88,494
Champion Enterprises Inc				214,444		1,620,423		120,089
Chicago Brdg + Iron Co N V				17,336		556,849		174,228
Chimera Invt Corp				37,833		84,488		130,523
China Grentech Corp Ltd				57,651		290,668		69,181
Cincinnati Bell Inc New				110,123		455,818		212,538
Coherent Inc				11,439		329,215		245,486
Collective Brands Inc				17,955		175,730		210,436
Community Health Sys Inc New				8,518		157,615		124,196
Cray Inc				43,949		272,608		91,415
Cross Ctry Healthcare Inc				36,395		576,614		319,911
Del Monte Foods Co				30,348		302,828		216,686
Delia S Inc New				55,314		247,319		121,690
Discovery Communications Inc				17,216		360,587		237,162
El Paso Corp				15,384		229,174		120,455
Eldorado Gold Corp New				9,033		48,452		71,809
Empire Resorts Inc				14,460		70,612		15,762
Ensign Group Inc				5,453		78,255		91,275
Entravision Com Corp				43,220		264,324		67,424
First Sec Group Inc				20,841		214,014		96,287
Fleetwood Enterprises Inc				117,753		757,866		11,775

CITIGROUP 401(k) PLAN

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

December 31, 2008


			Number of
Identity of issue	Interest rate	Maturity date	shares/units		Cost		Market value
Forest Oil Corp				7,754		278,536		127,869
Gentex Corp				50,875		829,317		449,225
Gentiva Health Svcs Inc				14,011		277,661		409,953
Geo Group Inc				40,240		1,067,541		725,519
Global Industries Inc				88,099		1,690,577		307,464
Goldcorp Inc				11,644		285,226		367,134
Graftech Intl Ltd				8,049		137,260		66,967
Hatteras Finl Corp				16,073		385,371		427,538
Healthcare Svcs Group Inc				13,791		262,730		219,691
Helix Energy Solutions Group				26,613		909,131		192,680
Helmerich And Payne Inc				9,647		304,086		219,463
Hercules Offshore Inc				17,561		290,506		83,414
Hi Shear Technology Corp				29,734		326,048		272,661
Hill Intl Inc				137,625		1,031,986		968,882
Hilltop Hldgs Inc				25,665		298,042		249,974
Iberiabank Corp				1,798		71,901		86,281
Infinity Pharmaceuticals Inc				12,733		129,357		101,732
Intermec Inc				45,338		1,086,528		602,082
Interoil Corp				34,522		954,756		474,683
Intertape Polymer Group Inc				111,836		305,174		81,640
Intrntnl Flavrs + Fragrncs Inc				4,334		137,864		128,807
Jetblue Awys Corp				16,612		144,730		117,946
Journal Communications Inc				34,742		327,466		85,118
Key Energy Svcs Inc				45,667		618,736		201,392
Lincoln Edl Svcs Corp				7,600		105,065		100,694
Ltx Credence Corp				89,904		230,681		24,274
Matrix Svc Co				8,738		153,840		67,020
Mcclatchy Co				53,252		332,100		42,601
Mcmoran Exploration Co				53,187		809,023		521,230
Mds Inc				24,022		196,249		147,254
Mercury Gen Corp				7,195		367,703		330,902
Mfa Financial Inc				75,426		514,143		444,259
Monro Muffler Brake Inc				20,667		459,980		526,996
Mrv Communications Inc				375,035		830,877		288,777
Myr Group Inc Del				15,439		155,005		154,387
Newalta Income Fd				16,387		267,972		83,183
Newpark Res Inc				105,634		1,604,164		390,847
Nobility Homes Inc				14,372		258,054		113,684
Nymagic Inc				7,864		215,979		149,812
Oceaneering Intl Inc				10,061		638,053		293,181
Orasure Technologies Inc				57,970		545,883		213,330
Origen Finl Inc				127,481		594,392		75,214
Osi Sys Inc				23,228		520,070		321,708
Outdoor Channel Hldgs Inc				40,904		365,175		306,368
Palm Hbr Homes Inc				50,451		620,846		251,243
Patrick Inds Inc				39,355		355,444		23,928
Petaquilla Minerals Ltd				80,604		199,587		29,017
Petroquest Energy Inc				9,342		90,527		63,153
Phi Inc				12,589		335,026		166,452
Power One Inc				102,154		223,025		121,564
Powerwave Technologies Inc				49,322		44,010		24,661
Prestige Brands Hldgs Inc				43,875		404,908		462,876
Pride International Inc				4,549		164,924		72,689
Primoris Svcs Corp				49,217		382,856		254,453
Randgold Res Ltd				39,526		963,404		1,735,961
Range Res Corp				21,111		836,377		726,004
Realnetworks Inc				59,638		397,203		210,521
Rh Donnelley Corp				146,603		783,965		54,243
Richardson Electrs Ltd				17,326		125,268		51,112
Sandridge Energy Inc				10,386		251,018		63,872
Sandvine Corp				169,042		111,430		95,002
Skyline Corp				17,727		484,139		354,354
State Street Short Term Investment Fund				90,330		90,330		90,330
Sterling Constr Inc				13,471		273,987		249,760
Symyx Technologies Inc				43,146		358,015		256,285
Tier Technologies Inc				81,912		785,187		442,325
U S Concrete Inc				25,814		205,225		86,737
Umh Pptys Inc				31,606		414,234		178,892
Voyager Learning Co				55,279		309,359		81,813
Wausau Paper Corp				21,625		188,305		247,392
Willbros Group Inc				24,461		755,713		207,187
Yamana Gold Inc				12,286		137,869		94,848

Total Wells Capital Small Cap Value Fund				5,060,278		46,103,670		26,005,099


Independence Small Cap Growth
3Par Inc				58,767		503,788		450,746
Abaxis Inc				24,986		562,845		400,528
Air Methods Corp				34,481		1,142,298		551,349
Allegiant Travel Co				10,994		314,176		533,973
Allscript Misys Healtcar Solns				46,974		311,248		465,981
Amtrust Financial Services				55,869		726,059		648,080
Angiodynamics Inc				44,775		855,016		612,972
Aruba Networks Inc				148,518		712,734		378,720
Bally Technologies Inc				16,091		497,062		386,668
Big Lots Inc				14,292		303,329		207,092
Bjs Whsl Club Inc				9,695		317,065		332,138
Brush Engineered Matls Inc				18,590		750,157		236,461
Chart Inds Inc				21,588		601,635		229,481
Citi Trends Inc				32,682		471,397		481,077

CITIGROUP 401(k) PLAN

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

December 31, 2008


			Number of
Identity of issue	Interest rate	Maturity date	shares/units		Cost		Market value
Deltek Inc				49,073		627,064		227,698
Dialysis Corp Amer				55,569		503,353		388,984
Double Take Software				53,970		731,378		484,111
Dresser Rand Group Inc				17,590		645,347		303,432
Dynamex Inc				18,990		490,937		280,094
F5 Networks Inc				9,995		228,763		228,473
Flow Intl Corp				99,045		823,850		239,689
Goodrich Pete Corp				17,490		506,595		523,834
Hms Hldgs Corp				6,197		133,523		195,316
Human Genome Sciences Inc				43,676		363,298		92,593
Iconix Brand Group Inc				52,671		576,514		515,120
Inter Parfums Inc				37,879		502,742		290,910
Inventiv Health Inc				38,878		1,459,002		448,657
Inverness Med Innovations Inc				31,083		1,235,780		587,775
Ipg Photonics Corp				38,379		706,988		505,831
Ishares Tr				14,792		699,649		752,310
Key Technology Inc				17,290		506,213		326,616
Liquidity Svcs Inc				62,465		716,569		520,336
Lkq Corp				31,982		393,343		372,913
Nalco Hldg Co				24,087		268,884		277,960
National Intst Corp				36,180		1,026,124		646,535
Netezza Corp				68,462		762,281		454,588
Neutral Tandem Inc				20,789		290,330		337,189
Parexel Intl Corp				44,375		939,240		430,885
Pinnacle Finl Partners Inc				28,984		790,261		864,010
Radiant Sys Inc				55,269		833,770		186,258
Signature Bk New York Ny				7,796		226,998		223,658
State Street Short Term Investment Fund				504,884		504,884		504,884
Symmetry Med Inc				56,968		948,107		454,038
Synchronoss Technologies Inc				46,274		496,838		493,284
Team Inc				11,294		350,448		312,836
Techwell Inc				62,965		667,648		409,273
Thestreet Com Inc				51,871		550,106		150,427
Thomas Weisel Partners Group				62,765		818,040		296,252
Tractor Supply Co				11,194		514,661		404,543
United Nat Foods Inc				37,179		768,498		662,536
Zoll Med Corp				10,194		318,454		192,571

Total Independence Small Cap Growth				2,376,846		30,995,289		20,501,685

Northpoint Small Cap Growth Fund
Aecom Technology Corp				8,329		167,882		255,949
Alexion Pharmaceuticals Inc				2,896		95,629		104,817
American Italian Pasta Co				12,744		190,848		284,699
Anworth Mtg Asset Corp 1				59,603		445,846		383,244
Argo Group International Hold				5,993		195,110		203,267
Bankrate Inc				13,533		478,113		514,243
Bio Reference Labs Inc				11,007		306,731		288,722
Biomarin Pharmaceutical Inc				16,373		250,066		291,440
Blackboard Inc				7,511		185,522		197,018
Bruker Corp				45,925		424,071		185,536
Buffalo Wild Wings Inc				1,236		25,921		31,696
Celadon Group Inc				20,298		184,939		173,142
Central European Distr Corp				13,765		624,603		271,164
Cenveo Inc				56,564		695,872		251,711
Chattem Inc				4,596		282,055		328,743
Cubist Pharmaceuticals Inc				14,325		323,924		346,080
Deckers Outdoor Corp				2,031		171,668		162,177
Dg Fastchannel Inc				17,513		388,971		218,559
Double Take Software				31,382		347,193		281,500
Flow Intl Corp				60,591		486,992		146,631
Flowers Foods Inc				10,827		298,878		263,755
Forrester Resh Inc				1,301		27,011		36,692
G Iii Apparel Group Ltd				38,270		460,502		244,543
Genesee + Wyo Inc				8,141		247,177		248,301
Genoptix Inc				8,045		220,606		274,175
Gmx Res Inc				1,930		51,115		48,856
Grandcanyon Ed Inc				14,508		201,422		272,450
Greatbatch Inc				8,442		214,450		223,374
Guess Inc				10,150		209,935		155,795
Haemonetics Corp Mass				2,057		112,205		116,192
Harleysville Group Inc				5,461		177,190		189,649
Heartland Express Inc				11,628		170,905		183,260
Hill Intl Inc				44,961		534,404		316,526
Horizon Lines Inc				58,248		918,082		203,285
Iberiabank Corp				4,335		178,948		208,077
Iconix Brand Group Inc				38,145		639,661		373,055
Icu Medical Inc				10,013		332,992		331,816
Informatica Corp				14,360		198,302		197,156
Interwoven Inc				16,732		217,104		210,822
Inverness Med Innovations Inc				18,540		557,161		350,582
Ipc The Hospitalist Co Inc				14,497		278,450		243,976
Itt Edl Svcs Inc				2,602		199,018		247,173
J2 Global Communications				20,037		510,316		401,544
Jarden Corp				19,745		384,456		227,070
Jda Software Group Inc				11,692		202,525		153,518
Kendle Intl Inc				11,060		366,452		284,471
Lkq Corp				13,124		219,720		153,024
Lmi Aerospace Inc				30,798		605,754		350,168
Lumber Liquidators Inc				22,294		196,687		235,420

CITIGROUP 401(k) PLAN

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

December 31, 2008


			Number of
Identity of issue	Interest rate	Maturity date	shares/units		Cost		Market value
Mantech Intl Corp				4,122		208,239		223,371
Martek Biosciences Corp				5,127		141,133		155,392
Mastec Inc				33,430		286,554		387,118
Medicines Co				25,536		498,533		376,142
Myriad Genetics Inc				2,261		140,923		149,777
National Intst Corp				10,972		307,735		196,076
National Presto Inds Inc				521		30,567		40,107
Newfield Expl Co				6,819		160,353		134,682
Old Dominion Freight Line Inc				5,889		145,933		167,589
On Assignment Inc				53,294		500,327		302,177
Onyx Pharmaceuticals Inc				6,477		182,235		221,269
Osi Pharmaceuticals Inc				2,602		98,890		101,622
Perrigo Co				10,447		347,612		337,525
Phase Forward Inc				16,801		289,661		210,347
Quanta Services Inc				12,546		178,784		248,410
Radiant Sys Inc				65,802		827,927		221,753
Scientific Games Corp				22,027		598,935		386,347
Scotts Miracle Gro Co				11,016		297,336		327,405
Smith Micro Software Inc				57,621		530,336		320,373
State Street Short Term Investment Fund				96,400		96,400		96,400
Sun Healthcare Group Inc				36,365		526,474		321,832
Teleflex Inc				5,246		234,481		262,811
Texas Roadhouse Inc				26,127		283,512		202,481
Titan Machy Inc				24,810		462,450		348,828
Triumph Group Inc New				9,604		480,308		407,771
Ttm Technologies				49,294		553,603		256,822
United Therapeutics Corp Del				3,266		189,666		204,301
Urs Corp New				6,933		239,530		282,671
Vasco Data Sec Intl Inc				25,539		254,421		263,816
Volcom Inc				13,175		197,905		143,605
Web Com Group Inc				57,826		617,876		211,643
Wet Seal Inc				110,764		524,670		328,969
Willbros Group Inc				28,261		775,893		239,372
Woodward Governor Co				12,410		393,659		285,678
World Acceptance Corp				12,788		346,486		252,689
Zoll Med Corp				7,805		221,558		147,438

Total Northpoint Small Cap Growth Fund				1,758,081		27,374,289		20,429,672


AIG International Small Cap Fund
Acino Hldgs Ag				350		65,570		75,698
Amlin				27,467		144,506		141,181
Ansaldo Sis				15,816		224,977		220,283
Arriva				21,898		258,912		189,379
Basilea Pharmaceut				733		124,628		102,481
Betsson Ab				10,100		82,365		87,487
Catlin Group Com				15,973		103,148		99,555
Chemring Group				4,503		205,660		126,248
Chloride Group				64,667		274,684		133,884
Connaught				37,261		280,356		186,430
Croda Intl				21,189		278,266		158,262
Diasorin Spa				5,735		101,843		113,671
Eaga Plc				60,435		144,714		125,556
East Asiatic Co Ltd				2,064		128,950		67,066
Ebro Puleva				9,982		132,801		135,981
Elekta Ab				9,768		192,879		95,416
Euro Currency				4,617		6,440		6,417
Evs Broadcast Equity				1,057		87,883		37,463
Faiveley				1,071		76,118		71,585
Fielmann Ag				4,195		333,482		271,130
Genmab As				745		50,748		28,225
Guerbet Sa				781		141,376		116,080
Halma				56,493		199,154		164,475
Ig Group Hldgs				56,281		390,238		207,352
Ingenico				5,398		143,211		83,217
Intrum Justitia Nv				16,857		241,121		167,339
Ishares				42,715		1,689,674		1,022,533
Lamprell Plc				29,428		221,062		49,715
Lancashire Hldgs				11,104		62,875		67,850
Mears Group				17,468		99,692		66,303
Micro Focus				36,343		166,447		147,611
Neurosearch A/S				1,332		64,202		33,342
Nomura Asset Management				284,833		3,394,907		2,774,486
Northumbrian Water				51,494		270,030		174,910
Oesterreich Post				4,548		131,858		152,357
Origin Enterprises				44,147		269,113		88,982
Paypoint Plc				15,899		182,660		114,296
Pound Sterling				24,601		35,720		35,370
Poyry Oyj				11,923		262,804		129,442
Prosegur Seguridad				5,257		214,385		171,199
Pv Crystalox Solar				52,201		142,095		75,052
Pz Cussons				64,452		181,961		150,350
Qinetiq Group				63,148		241,503		144,131
Rational Ag				664		122,151		77,863
Rotork				5,747		122,303		65,395
Rubis				2,506		214,815		157,105
Sarantis				23,201		305,970		136,741
Sechilienne Sidec				2,868		196,698		127,586
Smit International				1,527		135,752		74,480
Software Ag				1,934		99,745		107,542

CITIGROUP 401(k) PLAN

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

December 31, 2008


			Number of
Identity of issue	Interest rate	Maturity date	shares/units		Cost		Market value
Spdr Index Shs Fds				128,744		2,450,667		2,393,342
Sperian Protection				994		113,391		61,798
State Street Short Term Investment Fund				1,169,663		1,169,663		1,169,663
Swedish Krona				20,632		2,664		2,609
Ultra Electronic				7,345		173,940		119,654
Virbac				1,427		121,121		114,942
Viscofan Sa				8,795		184,727		171,880
Vossloh Ag				2,100		262,151		232,019
Vt Group Plc				30,510		374,589		244,334
Wh Smith Plc				16,738		93,010		86,272

Total AIG International Small Cap Fund				2,641,724		18,188,375		13,953,015


Clearbridge Multi-Cap Growth Fund
Advent Software Inc				74,365		2,971,606		1,485,060
Alkermes Inc				100,217		1,673,631		1,067,316
Amgen Inc				453,075		22,689,975		26,165,057
Anadarko Pete Corp				846,957		41,102,823		32,650,192
Anesiva Inc				86,642		564,040		30,446
Ap Pharma Inc				10,980		23,168		5,270
Arris Group Inc				99,515		1,028,982		791,142
Ascent Media Corp				5,750		240,577		125,570
Astoria Finl Corp				304,246		7,803,903		5,013,970
Autodesk Incorporated				114,991		5,220,569		2,259,564
Biogen Idec Inc				476,532		30,779,192		22,697,212
Biomimetic Therapeutics Inc				117,286		1,688,923		1,081,380
Broadcom Corp				336,786		11,356,439		5,715,266
Cablevision Sys Corp				657,402		21,503,630		11,070,655
Cbs Corp Class B				58,693		1,804,812		480,696
Charming Shoppes Inc				196,542		1,768,877		479,562
Cit Group Inc New				60,689		2,238,833		275,530
Cohen + Steers Inc				100,617		3,164,395		1,105,778
Comcast Corp New				1,133,635		28,782,986		18,308,201
Comcast Corp New				141,442		3,612,437		2,387,546
Core Laboratories Nv				95,127		10,483,913		5,694,284
Covidien Ltd				251,841		10,058,537		9,126,725
Cree Inc				87,940		2,136,937		1,395,605
Discovery Communications Inc				57,495		1,063,993		769,862
Discovery Communications Inc				57,495		1,540,296		814,133
Disney Walt Co				363,837		12,177,630		8,255,465
Dsp Group Inc				85,844		1,446,465		688,466
Euro Currency				26,082		41,146		36,255
Fluor Corp New				10,920		339,433		489,985
Forest Labs Inc				540,915		20,332,978		13,777,094
Genentech Inc				25,953		1,908,303		2,151,740
Genzyme Corp				448,882		27,570,346		29,792,313
Goldman Sachs Group Inc				1,996		342,137		168,473
Intel Corp				221,796		5,607,001		3,251,528
Isis Pharmaceuticals				76,561		931,742		1,085,628
Johnson + Johnson				80,753		4,974,378		4,831,445
L 3 Communications Hldg Corp				124,673		12,225,422		9,198,364
Lasercard Corp				25,554		274,700		93,015
Liberty Global Inc				52,904		2,050,544		803,077
Liberty Global Inc				52,205		2,088,196		831,102
Liberty Media Corp New				236,769		5,468,196		4,133,981
Liberty Media Corp New				59,192		983,750		278,795
Liberty Media Corp New				295,861		5,597,690		923,086
Merrill Lynch + Co Inc				162,614		11,737,460		1,892,824
Microsoft Corp				46,016		1,309,160		894,554
Motorola Inc				84,493		1,415,259		374,304
National Oilwell Varco Inc				152,384		11,482,163		3,724,274
New York Cmnty Bancorp Inc				290,770		5,062,310		3,477,612
Nokia Corp				197,740		6,420,610		3,084,740
Nokia Oyj				49,210		1,611,660		759,293
Pall Corp				188,656		7,057,632		5,363,499
Powershares Qqq Tr				84,227		2,444,345		2,504,898
Sandisk Corp				269,509		14,731,362		2,587,286
Seagate Technology				376,933		6,273,807		1,669,815
Sirius Xm Radio Inc				1,750,611		5,111,783		210,073
Standard Microsystems Corp				53,802		1,915,889		879,124
State Street Short Term Investment Fund				7,877,545		7,877,545		7,877,545
Teradyne Inc				196,143		2,871,529		827,722
Teva Pharmaceutical Inds Ltd				54,101		2,316,083		2,303,098
Tyco Electronics Ltd				251,841		8,804,368		4,082,346
Tyco International Ltd Bermuda				251,841		11,020,571		5,439,770
Unitedhealth Group Inc				1,035,214		50,777,248		27,536,693
Valeant Pharmaceuticals Intl				243,457		3,814,963		5,575,153
Vertex Pharmaceuticals Inc				135,254		5,155,867		4,109,004
Viacom Inc New				58,693		2,283,161		1,118,690

CITIGROUP 401(k) PLAN

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

December 31, 2008


			Number of
Identity of issue	Interest rate	Maturity date	shares/units		Cost		Market value
Weatherford International Ltd				1,441,374		41,569,228		15,595,668
World Wrestling Entmt Inc				74,365		1,100,595		823,959

Total Clearbridge Multi-Cap Growth Fund				23,983,750		533,828,129		334,497,778


Private Capital Management
Asta Fdg Inc				50,564		1,838,934		137,535
Autonation Inc Del				217,646		3,647,760		2,150,345
Avatar Hldgs Inc				63,555		3,366,961		1,685,481
Avid Technology Inc				69,451		1,940,137		757,710
Bank Hawaii Corp				25,982		1,347,234		1,173,591
Ca Inc				163,285		4,035,357		3,025,664
Capital City Bk Group Inc				47,467		1,384,682		1,292,987
Cymer Inc				15,393		392,428		337,263
Dover Downs Gaming + Entmt Inc				176,276		1,937,940		560,556
Dundee Corporation				133,206		2,615,865		669,644
Eastman Kodak Co				176,575		4,362,383		1,161,865
First Ctzns Bancshares Inc N C				16,588		2,868,760		2,534,689
Forest City Enterprises Inc				80,044		453,109		536,291
Fulton Finl Corp Pa				208,253		2,893,256		2,003,393
Glacier Bancorp Inc				36,474		768,809		693,740
Health Mgmt Assoc				318,575		1,496,522		570,249
Hearst Argyle Television Inc				212,950		4,605,508		1,290,474
Imation Corp				92,735		1,902,404		1,258,407
International Game Technology				105,925		4,118,413		1,259,450
Marcus Corp				171,079		3,327,109		2,776,614
Mentor Graphics Corp				103,527		1,254,123		535,234
Mgm Mirageinc				19,251		1,361,652		264,899
Motorola Inc				267,411		4,306,462		1,184,631
Northern Trust Corp				31,478		1,934,473		1,641,251
Novellus Sys Inc				99,730		2,724,019		1,230,663
Oppenheimer Hldgs Inc				57,459		2,461,801		740,077
Raymond James Financial Inc				92,635		2,879,248		1,586,830
Royal Caribbean Cruises Ltd				123,213		4,708,331		1,694,178
Seacoast Bkg Corp Fla				134,905		2,289,033		890,371
Sothebys				103,927		2,045,991		923,907
Sprint Nextel Corp				405,114		3,929,520		741,358
State Street Short Term Investment Fund				2,938,224		2,938,224		2,938,224
Sterling Finl Corp Wash				89,837		2,194,785		790,562
Symantec Corp				216,347		3,727,322		2,925,014
Tibco Software Inc				250,723		1,873,544		1,301,252
Trustco Bk Corp N Y				67,752		727,220		644,323
Whitney Hldg Corp				80,643		2,149,719		1,289,482
Wiley John + Sons Inc				92,335		3,807,022		3,285,271

Total Private Capital Management				7,556,534		96,616,060		50,483,475


Barrow Hanley Large Cap Value Fund
Advance Auto Parts				86,325		2,976,308		2,904,819
Allstate Corp				74,635		4,209,474		2,445,033
Altria Group Inc				124,391		2,684,678		1,873,331
American Express Co				145,273		7,711,928		2,694,812
Annaly Capital Management Inc				283,252		4,107,338		4,495,212
Applied Materials Inc				158,961		3,109,088		1,610,274
At+T Inc				190,234		7,533,660		5,421,657
Avery Dennison Corp				105,108		6,111,132		3,440,186
Axis Capital Holdings Ltd				105,807		3,792,317		3,081,112
Bank Amer Corp				156,563		7,928,472		2,204,407
Baxter Intl Inc				65,543		3,498,512		3,512,431
Bristol Myers Squibb Co				251,780		7,105,315		5,853,879
Burlington Northn Santa Fe				45,960		3,690,244		3,479,616
Capital One Finl Corp				78,531		4,488,582		2,504,363
Cardinal Health Inc				45,660		1,667,588		1,573,902
Carnival Corp				160,160		7,176,041		3,895,088
Centerpoint Energy Inc				221,007		3,662,060		2,789,104
Chevron Corp				30,274		2,633,728		2,239,332
Cigna Corp				82,128		3,229,097		1,383,859
Cit Group Inc New				259,673		4,685,257		1,178,915
* Citigroup Inc				179,643		7,809,216		1,205,403
Computer Sciences Corp				98,614		5,614,581		3,465,286
Conocophillips				95,816		7,731,211		4,963,278
Coventry Health Care Inc				111,303		6,005,894		1,656,183
Diageo Plc				37,267		2,656,345		2,114,552
Dominion Res Inc Va New				90,321		3,961,957		3,237,104
Du Pont E I De Nemours + Co				104,009		5,069,859		2,631,428
Duke Energy Hldg Corp				155,464		2,836,116		2,333,515
Eaton Corp				59,648		5,244,236		2,965,093
El Paso Corp				265,468		4,264,325		2,078,613
Emerson Elec Co				90,921		4,384,687		3,328,598
Entergy Corp New				54,253		5,621,252		4,510,013
Family Dlr Stores Inc				136,880		3,397,833		3,568,468
Gamestop Corp New				113,900		4,434,805		2,467,082
General Elec Co				97,515		1,709,605		1,579,738
Goodrich Corp				63,844		4,007,412		2,363,510
Hanesbrands Inc				164,956		4,248,173		2,103,185
Hewlett Packard Co				99,713		3,889,235		3,618,576

CITIGROUP 401(k) PLAN

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

December 31, 2008


						Number of
Identity of issue	Interest rate			Maturity date		shares/units		Cost		Market value
Hill Rom Hldgs							94,118		2,793,667		1,549,177
Home Depot Inc							88,323		2,773,104		2,033,189
Honeywell Intl Inc							125,590		6,818,075		4,123,124
Illinois Tool Wks Inc							141,376		8,124,941		4,955,240
Imperial Tob Group Plc							104,109		9,115,729		5,632,293
Intel Corp							170,051		2,314,855		2,492,951
International Business Machs							43,162		4,327,464		3,632,534
International Game Technology							271,063		4,054,524		3,222,937
Itt Corp New							61,446		3,931,646		2,825,913
Johnson + Johnson							23,579		1,531,081		1,410,754
Jpmorgan Chase + Co							102,111		4,525,240		3,219,549
Kraft Foods Inc							100,112		3,227,978		2,688,018
L 3 Communications Hldg Corp							74,934		7,418,387		5,528,663
Lorillard Inc							34,770		2,591,353		1,959,266
Marathon Oil Corp							73,636		2,590,614		2,014,669
Mdu Res Group Inc							125,490		3,338,992		2,708,079
Murphy Oil Corp							69,032		3,898,462		3,061,552
New York Cmnty Bancorp Inc							108,105		1,862,520		1,292,941
Nokia Corp							141,376		4,255,752		2,205,471
Occidental Pete Corp							121,094		6,942,574		7,264,433
Omnicare Inc							160,759		5,036,817		4,462,680
Peoples Utd Finl Inc							259,973		4,560,099		4,635,311
Pfizer Inc							291,645		7,196,962		5,165,030
Philip Morris Intl Ord Shr							113,900		5,668,651		4,955,804
Pinnacle West Cap Corp							102,810		4,013,328		3,303,287
Pitney Bowes Inc							43,862		1,923,046		1,117,594
Quest Diagnostics Inc							65,743		3,613,719		3,412,692
Reynolds Amern Inc							48,757		3,180,602		1,965,409
Royal Caribbean Cruises Ltd							183,040		5,044,848		2,516,798
Ryder Sys Inc							63,844		3,443,884		2,475,876
Service Corp Intl							128,588		1,547,626		639,080
Sherwin Williams Co							29,774		2,085,321		1,778,994
Slm Corp							497,265		14,250,230		4,425,658
Spectra Energy Corp							237,992		5,642,291		3,745,991
Stanley Works							178,244		10,065,671		6,078,122
State Street Short Term Investment Fund							7,578,877		7,578,877		7,578,877
Travelers Cos Inc							39,266		1,556,924		1,774,807
Unitedhealth Group Inc							129,587		6,338,508		3,447,004
Verizon Communications							194,330		8,247,202		6,587,787
Wellpoint Inc							112,701		8,704,552		4,748,110
Wells Fargo + Co New							127,988		4,619,354		3,773,087
Willis Group Holdings Ltd							125,790		4,651,962		3,129,654
Wyeth							121,694		5,576,242		4,564,725
Xcel Energy Inc							217,110		4,436,758		4,027,392
Xl Capital Ltd							35,119		2,681,697		129,941

Total Barrow Hanley Large Cap Value Fund							17,852,935		392,989,690		263,031,420


Total Separately Managed Accounts							288,418,855		1,300,930,261		829,941,361


Guaranteed Investment Contracts (GICs)
BONY Mellon Stable Value Fund
** AIG Financial Products Contract No. 725839		0.15	%		01/01/2025		N/A		232,464,054		195,792,320
** AIG Financial Products Contract No. 725840		6.02			01/01/2025		N/A		183,794,085		177,756,556
** ING Life & Annuity Company Contract No. 60266		4.99			01/01/2025		N/A		167,152,512		156,030,568
** JP Morgan Chase Bank Contract No. Citigroup01		5.36			N/A		N/A		68,822,460		65,203,106
Metlife and Annuity Contract (QVEC 2004)		4.00			01/01/2009		N/A		3,913,612		3,874,217
Metlife and Annuity Contract (QVEC 2005)		3.80			12/31/2010		N/A		5,631,268		5,496,138
Metlife and Annuity Contract (QVEC 2006)		1.20			01/01/2011		N/A		4,853,298		4,929,782
Metlife and Annuity Contract (QVEC 2007)		5.00			01/01/2012		N/A		5,149,130		5,309,539
Metlife and Annuity Contract (QVEC 2008)		1.00			01/01/2015		N/A		5,874,606		6,107,839
MetLife Insurance Company Contract No. 28731		4.71			11/30/2009		N/A		10,389,687		10,388,377
MetLife Insurance Company Contract No. 90008B		4.19			11/01/2010		N/A		45,811,836		46,112,435
Monumental Life Insurance (Aegon) Contract No. SV04358Q		3.27			N/A		N/A		17,129,606		17,128,096
Monumental Life Insurance (Aegon) Contract No. SV04359Q		4.41			04/30/2010		N/A		8,558,061		8,663,837
Monumental Life Insurance (Aegon) Contract No. SV04434Q		4.37			08/15/2009		N/A		12,038,116		12,036,706
Monumental Life Insurance (Aegon) Contract No. SV04489Q		4.44			11/15/2009		N/A		23,571,518		23,568,713
Monumental Life Insurance (Aegon) Contract No. SV04490Q		4.48			03/15/2010		N/A		23,605,991		23,899,347
** Natixis Financial Products Contract No. WR1937-01		0.18			01/01/2025		N/A		232,335,988		195,792,318
Natixis Financial Products Contract No. WR1937-02		6.58			N/A		N/A		20,473,264		20,468,750
Principal Capital Management Contract No. 4-29618-10		4.65			03/15/2010		N/A		47,505,828		48,168,988
** Royal Bank of Canada Contract No. Citigroup01		6.02			01/01/2025		N/A		183,770,703		177,756,556
State Street Short Term Investment Fund		1.10			N/A		N/A		116,707,155		116,707,155
SunAmerica Life Insurance Contract No. 5096		3.98			04/15/2009		N/A		36,832,328		36,828,390
SunAmerica Life Insurance Contract No. 5104		3.33			06/30/2009		N/A		30,561,270		30,558,528


Total Guarantee Investment Contracts									1,486,946,376		1,388,578,261

CITIGROUP 401(k) PLAN

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

December 31, 2008

Number of

Identity of issue

Interest rate

Maturity date

shares/units

Cost

Market value

Other Insurance Contract:

Universal Life Insurance Contract

5.00

N/A

28,432

Wrapper Contracts:

AIG Financial Products Contract No. 725839

N/A

398,343

AIG Financial Products Contract No. 725840

N/A

557,731

ING Life & Annuity Company Contract No. 60266

N/A

407,227

JP Morgan Chase Bank Contract No. Citigroup01

N/A

(61,541

)

Natixis Financial Products Contract No. WR1937-01

N/A

396,417

Royal Bank of Canada Contract No. Citigroup01

N/A

514,758

2,212,935

* Participant Loans

35,769 loans to participants with interest rates of 5.00% to 8.50% with maturities up to 20 years

214,753,084

Totals

1,410,584,645

10,296,368,632

7,064,194,592


*		Parties in interest, as defined by ERISA

**		Investments are Synthetic GICs. Synthetic GICs consist of wrapper contracts, such as those issued by the issuers noted herein, combined with underlying investments. The underlying investments include commercial paper, government treasuries/agencies, residential and commercial mortgages, commingled funds, corporate and municipal bonds and mutual funds.

See accompanying report of independent registered public accounting firm.

CITIGROUP 401(k) PLAN

Schedule H, Line 4j – Schedule of Reportable Transactions

Year Ended December 31, 2008


														Current value
										Expenses				of asset on
		Number of		Purchase		Number of		Selling		incurred with		Cost of		transaction		Net gain
Identity and description		purchases		price		sales		price		transaction		asset sold		date		(loss)
Single transactions:
	Blackrock Temp Fund		1	$	673,301,560		—	$	—	$	—	$	—	$	673,301,560	$	—
*	Legg Mason Partners Institutional Trust Fund		—		—		1		673,286,801		—		673,286,801		673,286,801		—

Series of transactions:
	Blackrock Temp Fund		56		715,796,642		173		150,398,304		—		150,398,304		866,194,946		—
*	Legg Mason Partners Institutional Trust Fund		28		66,787,618		26		718,497,934		—		718,497,934		785,285,552		—


*		Party in interest, as defined by ERISA

See accompanying independent registered public accounting firm.


	Page

Report of independent registered public accounting firm		1

Financial statements:

Statements of net assets available for benefits as of December 31, 2008 and 2007		2

Statements of changes in net assets available for benefits for the years ended December 31, 2008 and 2007		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, 2008		24

Schedule H, Line 4j (Form 5500) – Schedule of Reportable Transactions for the year ended December 31, 2008		34

Signatures		35

Index to exhibit		36

EX-23.1: Consent of KPMG LLP		37
EX-23.1: CONSENT OF KPMG LLP


	CITIGROUP 401(K) PLAN

Date: June 24, 2009

	By:	/s/ Paul McKinnon

		Paul McKinnon
		Global Head of Human Resources

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


Exhibit No.

23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm