SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

March 29, 2010
By U.S. Mail and Facsimile to: (212) 793-5025

John C. Gerspach Chief Financial Officer Citigroup Inc. 399 Park Avenue New York, NY 10043

Dear Mr. Gerspach:
 We are currently reviewing your Form 10-K for fiscal year ended December 31,
2009.  In our effort to better understand th e decisions you made in determining the
accounting for certain of your repurchase agreem ents, securities lend ing transactions, or
other transactions involving th e transfer of financial asse ts with an obligation to
repurchase the transferred assets , we ask that you provide us with information relating to
those decisions and your disclosure.
 With regard to your repurchase agreemen ts, please tell us whether you account for
any of those agreements as sales for accounti ng purposes in your financial statements. If
you do, we ask that you:

• Quantify the amount of repurchase agreements qualifying for sales accounting at
each quarterly balance sheet date fo r each of the past three years.

• Quantify the average quarterly balance of repurchase agreements qualifying for sales
accounting for each of the past three years.

• Describe all the differences in transac tion terms that result in certain of your
repurchase agreements qualifying as sales versus collateralized financings.

• Provide a detailed analysis supporting your use of sales accounting for your
repurchase agreements.

• Describe the business reasons for structur ing the repurchase agreements as sales
transactions versus collateralized financ ings.  To the extent the amounts accounted

John C. Gerspach
Citigroup Inc. March 29, 2010 Page 2

for as sales transactions have varied over th e past three years, discuss the reasons for
quarterly changes in the amount s qualifying for sales accounting.

• Describe how your use of sales accounting for certain of your repurchase
agreements impacts any ratios or metrics you use publicly, provide to analysts and
credit rating agencies, disclose in your f ilings with the SEC, or provide to other
regulatory agencies.

• Tell us whether the repurchase agreem ents qualifying for sales accounting are
concentrated with certain counterpartie s and/or concentrat ed within certain
countries.  If you have any such concentra tions, please discuss the reasons for them.

• Tell us whether you have changed your  original accounting on any repurchase
agreements during the last three years.  If you have, explain specifically how you
determined the original accounting as either a sales transaction or as a collateralized financing transaction noting the specific f acts and circumstances leading to this
determination.  Describe the factors, ev ents or changes which resulted in your
changing your accounting and describe how  the change impacted your financial
statements.
  For those repurchase agreements you account  for as collateralized financings,
please quantify the average quarterly balance fo r each of the past three years.  In addition,
quantify the period end balance for each of those quarters and the maximum balance at
any month-end.  Explain the causes and busin ess reasons for significant variances among
these amounts.

In addition, please tell us:

• Whether you have any securities lending tr ansactions that you account for as sales
pursuant to the guidance in ASC 860-10.  If you do, quantify the amount of these
transactions at each quarterl y balance sheet date for each of the past three years.
Provide a detailed analysis supporting your decision to account for these securities
lending transactions as sales.
• Whether you have any other transactions i nvolving the transfer of financial assets
with an obligation to repurchase the tran sferred assets, simila r to repurchase or
securities lending transactions  that you account for as sale s pursuant to the guidance
in ASC 860.  If you do, describe the key term s and nature of these transactions and
quantify the amount of the tran sactions at each quarterly balance sheet date for the
past three years.
• Whether you have offset financial assets a nd financial liabilities in the balance sheet
where a right of setoff – the general princi ple for offsetting – does not exist.  If you

John C. Gerspach
Citigroup Inc. March 29, 2010 Page 3

have offset financial assets and financial lia bilities in the balance sheet where a right
of setoff does not exist, please identify those circumstances, explain the basis for
your presentation policy, and quantify the gr oss amount of the financial assets and
financial liabilities that are offset in the balance sheet.  For example, please tell us
whether you have offset securities owne d (long positions) with securities sold, but
not yet purchased (short positions), along w ith any basis for your presentation policy
and the related gross amounts that are offset.
 Finally, if you accounted for repurchas e agreements, securities lending
transactions, or other transact ions involving the transfer of  financial assets with an
obligation to repurchase the tran sferred assets as sales and di d not provide disclosure of
those transactions in your Management’s Di scussion and Analysis, pl ease advise us of
the basis for your conclusion that disclosure was not necessary and describe the process
you undertook to reach that conclusion.  We re fer you to paragraphs (a)(1) and (a)(4) of
Item 303 of Regulation S-K.
 As noted above, we seek to better unde rstand the basis for your decisions and
your disclosure.   Please provide  us with a written response to  these questions within ten
business days from the date of this lette r or tell us when you will respond.  Upon our
review of your response to these questions, we may have additional comments that we
will provide to you with any other comme nts we may have on your Form 10-K.

Please contact me at (202) 551-3492 if you have any questions.

Sincerely,    John P. Nolan Senior Assistant Chief Accountant