SecProbe.io

November 4, 2010
 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
Form 10-Q for the Period Ended June 30, 2010
Filed February 26, 2010 and August 6, 2010, respectively
Form 8-K filed October 18, 2010
 File No. 001-09924

Dear Mr. Gerspach:
 We have reviewed your supplemental response and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.

After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            Form 10-K for the year ended December 31, 2009

 Securitizations – Elimination of  QSPEs and Changes in the Consolidation Model for Variable
Interest Entities, page 107

1. We note your response to prior comment 1 from our letter date d July 20, 2010.  We
continue to have questions re lated to your collateralized de bt and loan obligation (CDO)
structures.  Please address the following:
a. Tell us whether the independent asset mana ger, referred to in your response to
bullet point (e), constitute s a related party for purpos es of the consolidation
analysis.  If so, please revise  future filings to disclose this fact as required by ASC
850-10-10.

John C. Gerspach
Citigroup Inc. November 4, 2010 Page 2
b.  Tell us whether you take into acco unt activities in connection with designing  and
establishing  each entity when determining who has the power over activities that
most significantly impact the entity’s economic performance.  For example, do
you take into account the activity at inception of designing asse t eligibility
requirements, purchase and sale triggers  (e.g. market value and credit-related
triggers), etc.?  If you do consider these factors, pl ease tell us how you are still
able to conclude that the asset ma nager’s activities are those which most
significantly  impact the economic performance of the entity.

2. You state in your response to bullet point (e) that in an ev ent of default, the power may
no longer be held by the asset manager.  Tell  us whether there ar e any unconsolidated
entities where the default trigger was reache d, and you do not own all of the super senior
tranches, that you believe the asset manage r does not have the power over the entity.
a. Tell us the nature and the form of the compensation provided to the independent
asset manager.
b. Tell us the nature and the form of invest ment interest held by the independent
asset manager.
c. We note in your response to bullet point (d ) that in the event the CP was able to
roll, it was put to the liquidity provider.  We also note in you r response to bullet
point (h) that for all CDO transactions that you structured and held all senior
interests (i.e. super senior positions), a nd for which you had the right to liquidate
upon default, that you exercised your “liqui dity put” option.  Tell us whether you
consolidate the structures for which you have  a written put option (liquidity put).
Further, tell us whether there are liquidity put contracts relating to non-super
senior positions.
d. We note in your response to bullet poi nt (h) you conclude that you have
potentially significant exposure to bene fits in situations where you retain
significant portions of the “super-senior ” positions issued by certain CDOs, or
where you are the liquidity put counterpart y.  Tell us whether you meet the power
characteristic and consolidate in those transactions.

3. We note your response to prior comment 2 from our letter date d July 20, 2010.  We
continue to have questions re lated to your equity and credit-linked note structures.  Please
address the following:
a. We note in your response to bullet point (b) that you do not have power, even in
situations in which you hold more than 50%  of the equity-linked notes (ELN).
Tell us whether you believe that investors ha ve the power in these situations.  Tell
us who you believe holds power in situati ons where the investors hold more than
50% of the ELN.  Or tell us whether you believe power is sh ared between you and
the investors in either situation.  Tell us  whether you consider  the fact that you
helped design the entity contributes to the determination as to whether you have
power over the entity.
b. We note your response to bullet point (c) wh ich states, in part, that Citigroup and
the Investors initiate the tr ansaction.  Please provide us more information about
the initiation of transactions.

John C. Gerspach
Citigroup Inc. November 4, 2010 Page 3
i. Specifically, how active are investors invol ved in the transaction?  At what
point are investors obligated  to the transaction?
ii. Do investors execute a forw ard purchase contract?
iii. What are the offering mechanics?
iv. Are you the underwriter?
v. What are the terms of the underwriting (best efforts, etc.)?
c. We also note in your response to bulle t point (c) related to refinancing,
modification, or reissuance of an entity’s own notes that should an investor want a
different exposure, they would sell th e credit-linked note (CLN) to you, the VIE
would be terminated, and a new transacti on/entity would be es tablished.  Please
address the following:
i. Tell us why you would not modify  the existing note/deal.
ii. Tell us whether the VIE is terminated  simply as a consequence of your
purchase of the notes.
iii. Tell us whether are there any other te rmination provisions or mechanisms
by which you could terminate the VIE.
iv. Tell us whether you believe the practice of buying the CLN at fair value
gives you power over the entity.
v. Tell us whether you believe the fact th at you buy the CLN back represents
implicit power.
vi. Tell us whether ELNs are also subjec t to refinancing, modification or
reissuance.
d. Your response to bullet point  (d) indicates that VIEs have ongoing activities that
are administrative in nature, but that you believe none of those activities require
“power” or significantly impact the econom ic performance of the transaction.
Further, in your response to bullet point  (e), you state that you provide most of
these administrative functions.
i. Tell us the nature of the compensa tion you receive for performing those
functions.
ii. Further, tell us whether there is op erational risk associated with the
administrative activities and, if so, which party has power over that
operational risk and/or whic h party bears the risk.
iii. Specifically, are there any decisions you can make that affect the operation
of the transactions?
iv. Finally, tell us whether and/or how in vestors are involved in any of these
activities.
e. We also note in your response to bullet po int (d) that Citigro up’s default would
result in the normal bankruptcy process, a nd that the VIE would be a creditor of
Citigroup with decisions made by Citigroup as Trustee for the VIE.  Tell us whether bankruptcy is the normal proceed ing here because the obligated party
(i.e. Citigroup) is not an entity under the resolution author ity of the federal
banking agencies.
f. You state in response to bullet point (e) th at ratings agencies help establish the
terms of the entity.  Please tell us why the rating agencies participate in this

John C. Gerspach
Citigroup Inc. November 4, 2010 Page 4
manner, especially given the fact that it is usually the role of rating agencies to
describe the consequences of a given arrangement on probability of default.
g. We note from your response to bullet point (h) that you provide various
administrative services to the VIEs, but that you believe those services do not
constitute power per the guidance in paragraph 27 of ASC 810-10-55.  Please
confirm that you concluded that the fee arrangement would not be considered
variable interests at the inception of the transaction.  Also, tell us whether you
reassess that conclusion in the event that  you acquire any of the notes issued by
the VIE, regardless if it is a CLN or an ELN.  Tell us whether you believe that
you have power in the presence of that VIE.
h. We note in your response to bullet point  (b) that you increased assets of $1.2
billion for ELNs purchased from investors,  with a correspondi ng liability for the
prepaid equity derivative.  However, in your response to bullet point (g) you state
that the purchase of ELNs is in substance the termination of the relevant portion
of the equity derivative, a nd that once a certain amount of ELNs are purchased for
a specific transaction you take the “admini strative step” to rede em that portion of
the ELNs and reduce the notional amount of th e prepaid equity derivative.  Please
address the following:
i. Tell us the threshold at which you ta ke the administrative step.
ii. Tell us whether it is possible to ta ke the administrative step before
reaching that threshold.
iii. Tell us whether it would be possible to  remarket the ELNs, if so desired.
iv. Tell us your policy for extinguishment of the asset and liability under ASC
405-20-40-1.  Tell us if this is a legal extinguishment or a credit
extinguishment.  Tell us whether you view Citigroup as its own creditor.

Allowance for Credit Losses, page 107

4. We note your response to prior comment 4 from  our letter dated July  16, 2010.  We were
unable to locate the disclosu re you indicated was to be included on page 48 of your
second quarter 2010 Form 10-Q in your response to bullet point (d).  We were also unable to locate the proposed disclosure to bulle t point (c) in your second quarter 2010
Form 10-Q.  Further, in your response to bullet point (c) you do not  propose to include
quantified
 data in your future filings disclosure.  Please revise future filings to include all
of this information, including quantification, to  the extent possible, of your success with
enforcing guarantor support.
 Form 10-Q for the period ended June 30, 2010

 Representations and Warranties, page 53

5. We note your response to prior comment 6 fr om our letter dated July 16, 2010.  Please
address the following:
a. In your response to bullet point (h), y ou state that you “aggr essively pursue”
collection from correspondent mortgage  companies through legal and other

John C. Gerspach
Citigroup Inc. November 4, 2010 Page 5
means.  Please revise your future filings to  disclose in greater detail the situations
where you pursue collection from these companies, how successful you have been at recouping funds from these companies,  how close your actual collections from
these companies has tracked compared to  your estimated collections that were
built into the repurchase reserve, and what  your expectations are to be able to
pursue remedies from such companies going forward.
b. Regarding your response to bullet point (k ), please tell us in greater detail
specifically what changed with resp ect to your “approach to deriving”
assumptions.  More clearly identify any new information used and explain why it
was not available or used in prior periods.
c. Please revise your future filings to more  clearly describe the nature of the
amounts presented in your line item titled “Change in estimate” in your
rollforward of the repurchase reserve on pa ge 55.  Clearly identify the nature of
the changes in your estimation process for the repurchase reserve for each of the
periods presented.  As part of your e xplanation, clearly address why the amounts
for the change in estimate ar e so significant compared to the amounts attributable
to new sales, particularly in light of th e fact that you disclose on page 54 that a
majority of the repurchase reserve is re lated to loans originated in 2006 to 2008.
As part of your description of your reserve methodology, clearly discuss why you
are still experiencing such significant in creases in your estimates to repurchase
reserves related to loans that were origin ated and sold two to  four years ago.
d. In your response to bullet poi nt (l) you state that a ra nge of reasonably possible
loss is not estimable because of the “nature of  the reserve.”  It is still unclear to us
how you are able to derive a best estimate  of loss but not a range of reasonably
possible losses.  As previously requested, please revise your di sclosure in future
filings to provide a range of reasonably po ssible loss, or tell us in greater detail

why you believe it is not appropriate.  Again, we refer you to ASC 450-20-55-35
which indicates that the range of reasona bly possible loss should still be disclosed
even in situations where the company accrued its best estimate.
 Financial Statements

 Note 1. Basis of Presentation, page 101

6. We were unable to locate disclosure of your accounting policy rela ted to repurchase and
resale agreements similar to the disclosure  included on page 90 of your March 31, 2010
Form 10-Q.  Please revise future interim and annual filings to continue to disclose your
accounting policy, including confirmation of th e fact that you trea t certain of these
transactions as sa les under ASC 860-10.
 Item 1. Legal Proceedings, page 196

7. We note your response and revised disclosures to prior comment 7 from our letter dated
July 16, 2010.  We acknowledge that you have included some amounts and estimated possible losses related to certa in pending litigation cases in your enhanced disclosures.

John C. Gerspach
Citigroup Inc. November 4, 2010 Page 6
However, we do not believe your disclosure complies fully with the criteria and guidance
in ASC 450.  Specifically, we refer to the introductory and generic disclosures that a
range cannot be estimated a nd are unclear why you believe you are in full compliance
with the above referenced guidance.  It is apparent that the litigation matters you have
disclosed are significant to i nvestors, that the stages of litigation vary among cases, and
thus a more transparent discussion of the reasonably possible loss or range of possible
losses of at least some of these cases, wh ich can be done on an aggregate basis, is
required so that an investor may understand your liability exposure in this regard.  These
disclosures should be updated quarterly as additional information is obtained and new
cases are filed.  Please revise your di sclosure in future filings.
 Form 8-K filed October 18, 2010

8. We note you recorded an $800 million pre-tax loss on the sale of the Student Loan
Corporation (SLC) in the third quarter 2010.  In your earnings call, you further stated that
you added an incremental increase of appr oximately $100 million to the allowance for
loan losses related to the portion of the SLC portfolio that you retained, and that this
increase was due to the fact that the portf olio had been covered by insurance but the
insurance coverage was being so ld with the legal SLC vehicl e.  It would appear from
your statement that you were netting the insura nce coverage (asset) against the necessary
allowance for loan losses with re spect to the SLC portfolio.
a. If so, please tell us what guidance you relied on in concluding this was the
appropriate accounting treatment for th e allowance for loan losses.
b. Tell us the general nature of  and features of the insura nce coverage, particularly
including the extent to which the coverage was specifically attached to individual loans (similar to PMI) or if the coverage was in bulk form.
c. Clearly disclose the extent to which you were netting the insurance coverage
against the allowance for loan losses on the balance sheet or the provision for credit losses on the income stat