SecProbe.io

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE

Mail Stop 4720         April 30, 2010
Via U.S. Mail and Facsimile

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

Re: Citigroup Inc.
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed February 26, 2010
 File No. 001-09924

Dear Mr. Gerspach:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments in
future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In your respons e, please indicate your intent to include the requested
revision in future filings and pr ovide a draft of your proposed di sclosures.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for Fiscal Year Ended December 31, 2009

 Repayment of TARP and Exit from Loss- Sharing Agreement; Common and Preferred

Stock Activities, page 7

1. We note that on December 23, 2009, you repa id the $20 billion of TARP trust
preferred securities held by the U.S.  Treasury and exited the loss-sharing

John C. Gerspach
Citigroup Inc.
April 30, 2010 Page 2

agreement.  Please disclose in future f ilings the extent to which you retain any
continuing obligations to the Federal Govern ment due to the fact that the related
warrants are still outstandi ng.  For example, disclose  the extent to which you
continue to provide report s regarding your financial c ondition or continue to be
subject to executive compensation rules, etc.  Additionally, please disclose any
impact the repayment is expect ed to have on your liquidity.
 Managing Global Risk

 Credit Risk, page 63

2. Please tell us and revise your future filings to disclose the extent to which you have performed any commercial or comme rcial real estate (CRE) workouts.
Please also specifically address whether you have restructured an existing loan
into multiple new loans (i.e., A Note/B Note structure).  To the extent that you have performed these or other types of  commercial or CRE workouts, please
provide us with and revise your future filings to disclose the following:

a. Quantify the amount of commercial or commercial real estate loans that
have been renegotiated or modified, a nd describe the type s of modifications
or work outs performed;
b. Quantify the amount of loans that have been restructured using a multiple loan type of workout strate gy in each period presented;

c. Discuss the benefits of each wo rkout strategy, including the impact on
interest income and credit classification;

d. Discuss the general terms of the new multiple loans and how the A note and B note differ, particularly whether the A note is underwritten in accordance
with your customary underwriting standa rds and at current market rates;

e. Clarify whether the B note is immedi ately charged-off upon restructuring.
If not, clarify whether you combine the restructured notes in your evaluation
of whether the notes should be  returned to accrual status;

f. Confirm that the A note is classified as a TDR, and explain your policy for
removing such loans from TDR classification; and

g. Clarify your policy for returning the A note to accrual status, including how
you consider the borrower’s payment perf ormance prior to the restructuring.

3. We note your disclosure that Corporate non- accrual loans increased from the prior
year mainly due to Citi’s continued policy of actively moving loans into non-

John C. Gerspach
Citigroup Inc.
April 30, 2010 Page 3

accrual at earlier stages of anticipated di stress.  Please clarif y specifically the
impact of this policy on the increase in non-accrual loans and clarify what types
of loans this policy applies to.  Provi de any trend or other information you
evaluate in connection with  the decision to place loan s on non-accrual under this
policy, for example, sales of properties rela ted to construction loans has slowed or
ceased.  Please confirm the length of time this  policy has been in existence.  If this
policy is not new, it appears that the in crease is due to changes in the credit
environment and not due to your policy.  However, if your policy or method or
extent of policy enforcement was changed, please disclose the impact of this
change on the allowance for loan losses a nd clarify how the current policy differs
from your previous policies.
 Non-Accrual Assets, page 66

4. We note your revised disclosure in the footnotes to your tabular disclosures on
page 67 in response to our prior comm ent 6 from our lette r dated January 29,
2010 related to your Form 8-K filed January 19, 2010.  In order to promote transparency and clarity in your disclosures,  please revise this di sclosure in future
filings to quantify the following:  a. The amount of the allowance for credit card and purchased distressed loans
included in your total allowance for loan losses balance presented; and,

b. The amount of credit card balances a nd purchased distressed loans excluded
from the non-accrual loan s balance presented.

Renegotiated Loans, page 67

5. Given your activity in loan modification programs for multiple types of loans,
please revise this table in future filings  to disclose the amount of renegotiated
loans by loan type.
 Consumer Loan Modification Programs, page 72

6. We note your enhanced disclosures rega rding your consumer loan modification
programs here and on pages 73-80 in res ponse to our prior co mment 2 from our
letter dated January 12, 2010 related to your Form 10-Q for the period ended September 30, 2009.  However, we were una ble to locate a quan tification of the
types of concessions made, including reduc tion in interest rate s (e.g., average rate
granted under each program), payment extensions (e.g., average period of extension granted under each pr ogram), forgiveness of principal, forbearance or
other actions.  Please revise your disclo sures in future filings accordingly.

John C. Gerspach
Citigroup Inc.
April 30, 2010 Page 4

7. Additionally, please quantify the metrics used to ev aluate success under the
modification programs.  For example, di sclose the average re-default rates and
balance reduction trends for each majo r program.  Discuss how you consider
these success metrics in your  determination of the allo wance for loan losses.

8. We note your disclosure regarding your short-term consumer loan modification
programs, which are designed to assist bo rrowers that are experiencing financial
difficulty.  Please address the following w ith respect to all of your short-term
programs, addressing each major program se parately (i.e., short-term credit card
modifications vs. short-term mo rtgage modifications, etc.):

a. Provide additional disclosure in future  filings regarding the significant terms
modified.  For example, provide disclo sure of the average interest rate
reduction and the average payment deferral period.
b. Provide us your analysis supporting y our conclusion that the concessions
provided on short-term modifications are insignificant and should not be classified and accounted for as troubled debt restructurings.

c. Tell us whether any loan would revert back to its original terms during any
temporary modification period if consecuti ve late payments are made or if
other terms of the modified agreement are violated.  To further enhance our
understanding of this process, plea se provide an example with an
accompanying timeline explaining what tr iggering events would lead to the
classification of these loans as TDRs or as non-performing loans, and discuss
how these events would impact the accounting for the loan as well as the classification and presentati on in your Guide III data.

d. Additionally, we note your disclosure on page 130 that where short-term
concessions have been granted, “ the allowance for loan lo sses is calculated by
the analyses described above for sm aller-balance, homogeneous loans and
also reflects the estimated futu re credit losses for those loans. ”  It appears
from this disclosure that these lo ans are included in your ASC 450-20 (SFAS
5) impairment analysis.  Please tell us whether there would be a material
difference in your allowance for loan lo sses if these loans were included in
your ASC 310-10 estimate.

9. Please clarify in future filings whethe r you report the loans included in the HAMP
trial period as modified under short-term pr ograms.  Please discuss, to the extent
possible, the percentage of borrowers w ho successfully make payments during the
trial period and qualify for a permanent modi fication of terms.  Discuss how this
information is incorporated into your estimation of the allowance for loan losses.

John C. Gerspach
Citigroup Inc.
April 30, 2010 Page 5

Significant Accounting Policies and Significant Estimates

Allowance for Credit Losses, page 107

10. Please clarify in future filings the extent to which you rely on guarantor support from financially responsible guarantors in  your determination of estimated loan
losses.  In this regard, please pr ovide the following information:
 a. Disclose in detail how you evaluate  the financial wherewithal of the
guarantor.  Address the t ype of financial information reviewed, how current
and objective the information reviewed  is, and how often the review is
performed.
 b. Disclose how you evaluate the guaranto r’s reputation and willingness to work
with you and how this affects any allo wance for loan loss recorded and the
timing of charging-off the loan.
 c. Disclose how the guarantor’s reputation impacts your ability to seek performance under the guarantee.
 d. Disclose how many times you have s ought performance under a guarantee and
discuss the extent of the successes.
 e. When the impaired loan is carried at a value in excess of the appraised value
due to the guarantee from the borrower, disclose in detail how you evaluate and determine the realizab le value of the borrower guarantee.  Specifically
discuss the extent of your willi ngness to enforce the guarantee.
 Securitizations – Elimination of QSPEs a nd Changes in the Consolidation Model for
Variable Interest Entities, page 107

11. We note your disclosure on page 108 that you intend to deconsolidate
approximately $1.9 billion of collaterali zed debt obligations  and $1.2 billion of
equity-linked notes upon the adoptio n of SFAS 166 and 167 (ASC 860 and 810,
respectively).  Please provide your accoun ting analysis supporting why you do not
believe that you have the combination of  a) rights to receive benefits or
obligations to absorb losses that could be potentially significa nt to the entity, and
b) the powers to direct th e activities that most signi ficantly impact the economic
performance of the entity that would together provid e a controlling financial
interest in the entity.  Additionally, pleas e tell us whether you have used similar
logic in not consolidatin g certain other structures upon the adoption of SFAS 167
(ASC 810), e.g., previously unconsolidated st ructures that were not consolidated
upon adoption as a result of your above analysis.

John C. Gerspach
Citigroup Inc.
April 30, 2010 Page 6

Representations and Warranties, page 130

12. Please revise your future filings to provi de the disclosures required by paragraphs
3-5 of ASC 450-20-50 as it relates to your representations and warranties
exposure.  In particular, to the extent that it is at least reasona bly possible that an
exposure to loss exists in excess of amount s accrued, please revise to disclose an
estimate of the possible loss or  range of loss or a statement that such an estimate
cannot be made.  Furthermore, we remind you of the requirement in Item 303 of Regulation S-K to discuss any known tr ends or uncertainties that you may
reasonably expect to have a material favorable or unfavorable impact on your
income from operations, liquidity and capit al resources and quantify to the extent
possible.  For example, on page 131 you disclose that requests for loan documentation packages is an early indicat or of a potential claim, you consider
the rate of success in appealing claims, et c.  Please revise your MD&A in future
filings to more thoroughly discuss the ri sks and uncertainties associated with
developing your estimated liability for repr esentations and warran ties, particularly
in situations where you have limite d experience dealing with certain
counterparties.
 Item 11. Executive Compensation

 General

13. We are aware of the Federal Reserve’ s “horizontal review” of compensation
practices at large, complex banking organi zations.  Taking into consideration any
discussions you have had with other regul ators, please confirm that you continue
to believe that the risks arising from your  compensation policies and practices for
employees are not reasonably likely to  have a material adverse effect on you.
 Financial Statements

 Note 1. Summary of Significant Accounting Policies

 Future Application of Accounting Standards – Elimination of QSPEs and Changes in the
Consolidation Model for Variable  Interest Entities, page 141
 Note 5. Interest Revenue and Expense, page 149

14. We note that your FDIC deposit insuran ce fees and charges are included in
interest expense on deposits .  Please revise future f ilings to quantify the amounts
related to the insurance fees paid, either in the table or the f ootnotes thereto.  If
material, please tell us how you concluded that these fees are appropriately classified as interest expense.

John C. Gerspach
Citigroup Inc.
April 30, 2010 Page 7

Note 9. Retirement Benefits, page 155

15. We note that you currently have several non contributory defined-benefit pension
plans and that you present your non-contri butory defined-benef it pension plans on
an aggregated basis in your tabular di sclosures on pages 155-157.  Please confirm
that all plans presented on an aggregat ed basis have projected and accumulated
pension obligations in excess of the fair va lue of the plan assets.  If not, please
revise your future filings to provide the disclosures required by ASC 715-20-50-3
for those plans that have accumulated bene fit obligations in excess of the fair
value of plan assets at the measurement date.

16. As requested in our comment letter dated April 3, 2009, revise future filings to
disclose how you define “long-term” as it relates to your expect ed long-term rate
of return on plan assets.  Additionally, disclose the act ual return on assets during
the periods presented.
 Note 11. Income Taxes, page 166

17. We note your disclosure on page 8 that the Treasury has indicated its intent to sell
its holdings in Citigroup in 2010.  Give n the significance of the Treasury’s
holdings to your total common stock ow nership (27%), please revise your
disclosure in future filings to indicat e whether you believe this may cause a
change in ownership under the internal re venue tax code.  If so, please revise to
disclose how you concluded that your net deferred tax assets are fully realizable
and did not require a va luation allowance.
 Note 19. Goodwill and Intangible Assets, page 186

18. Please revise your disclosures in future filings to provide an expanded discussion
of how you determined that the goodwill in the Local Consumer Lendin