SecProbe.io

December 27, 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 Fiscal Period Ended September 30, 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.
            General

1. Based on previous discussions you had with ot her members of the commission staff, we
understand that it is necessary for you to ma ke certain manual adjustments in order to
arrive at more accurate estimates of certain counterparty exposures than the raw outputs of your automated credit risk systems.  It is our understand ing that such manual
adjustments are not made on a daily or real-tim e basis.  To the extent that the absolute
value of such manual adjustments is significan t on a gross basis, these adjustments could
be an indication of a limitation in your ability to obtain accurate quantification of credit
exposures to certain counterparties within a quick time frame.  Such limitations could
negatively affect your ability to have suffici ent information to appropriately manage your
credit risk with these counterparties in a timely manner.  Please consider revising the
appropriate section of your future Exchange  Act filings to address the following:
a. Disclose your process for ad justing the outputs of your au tomated credit risk systems
in order to properly estimate your counterpa rty credit exposure at period end.

John C. Gerspach
Citigroup Inc. December 27, 2010 Page 2
b. Identify how you determine which outputs must be manually adjusted.
c. Quantify the absolute value of such manual adjustments on a gross basis as of the
balance sheet dates presented.
d. Discuss how the adjusted and unadjusted outputs of your automated credit risk
systems are used in managing your credit risk  and your exposure to counterparties.
e. Discuss the extent to which you make si milar adjustments on a daily basis.
f. To the extent you do not make similar adjust ments on a daily basis, disclose why not
and discuss limitations on your ability to  properly manage your credit exposure to
certain counterparties on a timely basis.
g. Discuss any steps you take to mitigate the lack of accurate outputs from your credit
risk systems.
h. It is our understanding that you believe thes e adjustments are appropriately made at
period end such that the estimates used in  your interim and annual financial statement
reports are properly presented.  If true, please confirm that understanding in your
response as well as your related disclosure.
 Form 10-Q for the period ended September 30, 2010

 U.S. Consumer Mortgage Lending, page 52

2. We note your disclosure that “the growing amount of forecl osures in process” could
inflate the amount of 180+ da y delinquencies, could result in an increase in non-accrual
loans, and/or could have a dampening effect on net interest margin as non-accrual assets
build on the balance sheet.  Pleas e tell us and revise your futu re filings to also disclose
the potential effects of foreclosure dela ys on servicing advances, including the
collectability of such advances  and the value of MSRs, as we ll as the potential effects on
the timing of sales of loans, other real esta te owned and mortgage backed securities and
any related effects on the valuation a nd impairment of these assets.
 Representations and Warranties, page 69

3. We note your response to comment 5 from our letter dated November 4, 2010, as well as
your disclosure on page 71 that you are not able to estimate a range of reasonably
possible loss as defined by ASC 450 relate d to indemnifications for breaches of
representations and warranties, and we re main unclear why you believe you are in full
compliance with the above referenced guida nce.  Given the large realized loss and
provision for repurchase losses recorded in the third quarter of 2010 and in previous
periods, it is apparent that th ese indemnifications matters are significant and that there
could be exposure to loss in excess of am ounts accrued.  Thus, we continue to believe a
more transparent discussion of the reasonably possible loss or range of possible loss is
required so that an investor may understand your liability exposure.  We believe that
where a range of reasonably possible loss is estimable, and the top of the range is in
excess of the amount accrued, which appears to be the case given the addition of
significant probable incurred losse s each period relating to loans sold in historical
periods, the range should be disclosed pursu ant to ASC 450-20-50-3.  Please tell us and

John C. Gerspach
Citigroup Inc. December 27, 2010 Page 3
revise your disclosure in future filings to provide the range of reasonably possibly losses
for all counterparties for which this disclosure  is possible.  These disclosures should be
updated quarterly as additional information is obtained.

4. We note your disclosure on page 70 that a significant assumption into the repurchase
reserve is the “claims appeal success rate,” which is your expected success at rescinding
an investor claim by satisfying the investor  demand for more information, disputing the
claim validity, etc.  Please tell us in more de tail how the appeals pro cess with the investor
typically works, and how it may vary by type of  investor.  For example, tell us the types
of information you would typically provide in rejecting the or iginal request for
repurchase, how long the investor has to revi ew and appeal your or iginal rejection, and
the typical results in any app eal of your original  rejection.  Please tell us whether any
changes in the original rejection conclusi on are built into your “claims appeal success
rate”.  Please also tell us how your original rejection impacts the timing and amount of
the repurchase reserve, such as whether th e reserve is immediat ely reduced after your
original rejection, or whether the repurchase reserve is adju sted after any appeals process
by the investor is complete.

Item 1. Legal Proceedings, page 204

5. We note your response to prior comment 7 fr om our letter dated November 4, 2010.  As
discussed with you in a conference call held on December 20, 2010, we continue to
believe that your disclosure does not fully co mply with the criteri a and guidance in ASC
450.  Again, we refer specifically  to the introductory and gene ric disclosures that a range
cannot be estimated and are unclear why you believe you are in full compliance with the
above referenced guidance.  It is apparent that the litigation matte rs you have disclosed
are significant to investors and that the stages  of litigation vary among cases.  Therefore,
as previously requested, please revise your disc losure in future filings to provide a more
transparent discussion of the reasonably possi ble loss or range of possible losses for the
cases where such estimation is possible.  As  we noted in our conversation on December
20, 2010, it would seem unlikely that none of your open litigation cases would be at a
stage where such estimation would not be possi ble.  These disclosures should be updated
quarterly as additional inform ation is obtained, new cases are filed, and existing cases
progress towards resolution.

You may contact Brittany Ebbertt, Staff A ccountant, at (202) 551- 3572 or me at (202)
551-3494 with any other questions.
Sincerely,

Kevin W. Vaughn Accounting Branch Chief