SecProbe.io

May 27, 2011

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

Re: Citigroup Inc.  Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 25, 2011
 Form 10-Q for the Quarterly Period Ended March 31, 2011  Filed May 5, 2011
File No. 001-09924
 Dear Mr. Gerspach:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, 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 an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

Item 1.  Business

Citigroup Segments and Regions, page 5

1. We note that certain of your prior peri od line items (e.g., fiscal year ended 2009
and 2008 net interest revenue, total revenue s, net of interest expense, pretax
segment income (loss), etc.) included in your segment disclosures on pages 14
through 33 differ from the amounts previous ly reported in your prior Form 10-K
filings.  However, we were unable to lo cate disclosure addressing the reason(s)
for these differences.  Please tell us and revise future filings to disclose why
certain prior period amounts have change d from the amounts previously reported

John C. Gerspach
Citigroup Inc. May 27, 2011 Page 2
(e.g., transfer of assets or services between segments, discontinued operations, etc.).

Item 1A.  Risk Factors

The restrictions imposed on pr oprietary trading and…, page 54
 2. Please provide us with draf t disclosure to be included in future filings that
quantifies revenue generated from your  proprietary trading business.
 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Funding and Liquidity, page 44

 Liquidity Between Entities, page 47

3. We note your disclosure that liquidity is  generally transferable within the non-
bank, subject to regulatory restrictions, if any, as we ll as the fact that the non-
bank can generally transfer excess liquidity  into the bank subsidiaries.  We also
note your disclosure on page 44 th at your non-bank “cashbox” totaled $94.5
billion which includes the liquidity portfolio and “cashbox” held in the United
States as well as government bonds held  by your broker-dealer entities in the
United Kingdom and Japan, as well as the fact that you have cash deposited at
various major central banks totaling $82.1 billion as of December 31, 2010.   We
also note your disclosure on page 181 th at you have indefinitely reinvested $32.1
billion of foreign earnings and would be subject to additional tax of $8.6 billion if
the amounts were effectively repatriated.  Please tell us, and expand disclosure in
future filings, if material, to address the effects on your liquidity of additional tax
obligations that could become due if you choose to transfer cash and government
bonds held by your foreign subsidiaries to the U.S. entities.

Liquidity Risk Management, page 48

Liquidity Measures and Stress Testing, page 48

4. We note your disclosure that you use a measure referred to as “cash capital” that
measures your ability to fund the structurally illiquid portion of Citigroup’s
balance sheet.  Your disclosure also st ates that as of December 31, 2010, both the
non-bank and the aggregate bank subsidiari es had a significant excess of cash
capital.  In order to increase the transp arency of this metric, please enhance your
disclosure in future filings to discuss how much “cash capital” you believe is required or targeted to be achieved at th ese different levels and whether the level
of cash capital is growing or decreasing over time at the different bank and non-bank subsidiary levels.

John C. Gerspach
Citigroup Inc. May 27, 2011 Page 3

5. We were unable to locate a discussion of your off-balance sheet arrangements  that have or are reasonably likely to ha ve a current or future effect on your
financial condition, changes in financial condition, revenues or expenses, results
of operations, liquidity, capital expenditures or capital resources in your
Management’s Discussion and Analysis.  However, we note disclosure of certain information related to guarantees in No te 28 and information about off-balance
sheet securitization trusts in Note 22, but it is unclear if this reflects all of your
off-balance sheet exposure and we note that it could be mo re transparently
summarized in one place with cross-refe rences that refer the reader to the
appropriate sections of the document fo r further discussion.   Refer to Item
303(a)(4) of Regulation S-K for guidance.

Credit Risk, page 63

 U.S. Consumer Mortgage Lending, page 72

6. We note your disclosure that FHA and VA loans have high delinquency rates, but
given the guarantees provided by the U.S. Government, you have experienced negligible credit losses on those loan s.  Please tell us whether you have
experienced any increases in denials of claim from the U.S. Government on these
types of loans or on FHA/VA loans in GNMA-guaranteed securitizations.

7. We note your disclosure on page 72 that you have $50.0 billion of second
mortgages, as well as your disclosure on page 75 that your mortgage portfolio includes $27.0 billion of first- and second-mortgage home equity lines of credit that are still within their revolvi ng period and have not yet commenced
amortization.  Please respond to the fo llowing regarding your second mortgages:

• Tell us whether you are able to track wh ether the first lien position is in
default, regardless of whether you hold th e first lien loan.  If so, please tell us
the results of that data a nd consider providing disclosure of this information in
future filings.

• Tell us and disclose the percentage of the second home equity loan portfolio
where you also hold the first lien.

• Tell us whether the default and de linquency statistics for the second
mortgages where you also hold the first lien show a different trend than
situations where you do not also  hold the first lien loan.

• Tell us and enhance disclosures in futu re filings to provi de a discussion of
how many borrowers are only paying th e minimum amount due on the first-
and second-mortgage home equity loans.

John C. Gerspach
Citigroup Inc. May 27, 2011 Page 4
• Describe the terms of the home equity lo ans in more detail.  For example, tell
us how long the draw periods are for th e loans and provide more quantitative
data on when the loans convert to amortizing.

• Tell us whether the default and delin quency statistics for amortizing loans
show a different trend than  situations where the home equity loans have not
converted to amortizing.
 Consumer Loan Modification Programs, page 85

8. We note that you have a significant credit card portfolio and that as of December
31, 2010 you had $8.6 billion of on-balance sheet credit card loans outstanding
for borrowers enrolled in a credit card  modification program, approximately 68%
of which are modifications that are consid ered to be troubled debt restructurings
(TDRs).  Please tell us whether any of your  credit card loan agreements have
provisions where the interest rate on the credit card loan is automatically
increased due to non-payment, late-payment, or similar events.  If so, please tell
us, and disclose in future filings, how you de termined the effective interest rate of
the loan existing at the origination or ac quisition of the loan at the time of the
TDR for purposes of measuring the amount of  the impairment.  For example, tell
us whether for purposes of this calculation you assumed the interest rate existing at origination was the original rate, prio r to being increased for any events of
default/late payment, or the rate immediately in effect prior to the modification.

9. We note that the consumer loan TDR am ounts, by loan type, presented in your
tabular disclosure on page 85 differ sli ghtly from the amounts presented in your
long-term modification programs-summary ta bular disclosure on page 87.  Please
tell us the reason(s) for these variances.
Consumer Mortgage Representation and Warranties, page 90

Representation and Warranty Cl aims – By Claimant, page 92

10. We note footnote one to your table of representation and warranty claims by
claimant that the line for mortgage insure rs represents the insurers rejection of a
claims for reimbursement that has yet to be  resolved, and that to the extent that
the insurance will not cover the claim, you may have to make the GSE or private
investor whole.   Please respond to the following and enhance your disclosure in
future filings to address the following:

• Clarify where investor repurchase demands due to lack of insurance show up
in the table.  For example, tell us wh ether the line item for mortgage insurers
will later ultimately be reflected in th e GSEs or private investors repurchase
request in the table;

John C. Gerspach
Citigroup Inc. May 27, 2011 Page 5
• Tell us whether you have statistics on th e percentage of mortgage insurance
rescissions that actually re sult in repurchase demands;

• Tell us whether the holder of the mort gage is also aware of the mortgage
insurance rescission, as well as whethe r you have an obligation to report the
mortgage insurance rescission to the purchaser of the mortgage;

• Tell us when and how you establish reserves for mortgage insurance
rescissions, particularly where ther e is not a repurchase demand; and

• Tell us your success rates in getting the mortgage insure r to reinstate coverage
due to lack of a contractual breach.
 Item 8.  Financial Statements and Supplementary Data

 Note 1.  Summary of Significant Accounting Policies, page 139

 Repurchase and Resale Agreements, page 141

11.  We note your disclosure that where the conditions of ASC 210-20-45-11 are met,
repos and reverse repos are presented ne t on the consolidated balance sheet.
Please respond to the following:

• Tell us whether you convert open-ended repurchase agreements and reverse repurchase agreements to overnight or date-certain agreem ents and describe
the business purposes behind the changes.  As part of your response, please
tell us the amounts converted to overnigh t or date-certain agreements and then
netted at or near December 31, 2010 and 2009 and tell us whether the
conversions were done at the request of the counterparty.

• To the extent you convert open-ended repurchase agreements and reverse
repurchase agreements to date-certain agreements or overnight agreements on
a regular basis, describe the typical time period of the date-certain agreement,
whether any fees are paid to convert the agreements, and how the agreements
regarding the changes are documented, such as whether the agreements specified upfront that at a date in the future the repurchase agreement and
reverse repurchase agreement would conve rt to an overnight or date-certain
maturity, or whether the changes ar e determined at a later date and
documented separately at that date.

Note 6.  Commissions and Fees, page 163

12. We note your tabular disclosure here rela ted to the various ty pes of commissions
and fees earned for each period.  We also note you briefly address revenue recognition related to the different sources of commissions and fees in your

John C. Gerspach
Citigroup Inc. May 27, 2011 Page 6
accounting policies in Note 1 on page 148.  However, in order to provide more
clear and transparent disclosure surr ounding these primary sources of revenue,
please tell us and revise future filings either here or in your accounting policy
footnote to provide a more thorough narra tive disclosure of how these revenue
streams are recognized.   For example, pl ease ensure your disclo sure addresses the
following:

• As it relates to investment banking fees , clarify whether they are recognized
net of expenses, and address how non-reimbursed expenses are accounted for
and classified;
• Address  how and when advisory fees  are recognized and the category those
fees are classified within;

• Address what is included in the “trading-related” line item and whether this just represents the fee received from the client and whether the gain or loss
related to the same transaction is incl uded within another line item, such as
principal transactions;

• Address the types of fees included with in the other consumer line item and
disclose whether those fee types we re impacted by any recent regulatory
provisions; and

• Address the typical types of fees classified with in “corporation finance.”
 Note 7.  Principal Transactions, page 164

13. We note your tabular disclosure of the pr incipal transactions revenue by reporting
segment and by contract type.  Please respond to the following and expand your
disclosures in future filings to address the following:

• Tell us and expand your disclosures to pr ovide further discussion of the types
of instruments that generate the tradi ng revenue by type of risk and how those
instruments affect the financial statement line items.  For example, discuss how interest rate contracts generate trading revenue (changes in fair value
which reflect X line item, and fee charge d to customer, which affects X line
item, etc).
• Describe the significant drivers of the principal transactions revenue.  For
example, discuss how much of the reve nue is driven by transaction fees (if
classified here) versus changes in fair value of the instruments.

• Tell us in more detail how principal transactions revenue is generated by
customer demand, the steps you take to f ill the order, and how the associated
revenue line items are affected.  For exam ple, if a customer requests a foreign

John C. Gerspach
Citigroup Inc. May 27, 2011 Page 7
exchange swap, discuss the types of fees charged for the transaction, and
whether the principal transactions re venue you would recognize is the other
side of the swap transaction that the customer requested.

• Describe the types of pr incipal transactions reve nue streams recognized from
structured credit products, which are include d as part of credit  derivatives.

Note 16.  Loans, page 195

 Consumer Loan, page 195

14. We note your tabular disclosures related to the aging of past due consumer loans on page 196.  Please revise this disclosure in future filings to further breakout the amounts included in the 30-89 days past due bucket into loans past due 30-59
days and loans past due 60-89 days.  Refer to ASC 310-10-55-9 for guidance.

15. Please revise future filings to explici tly disclose your policy for determining
which loans are individually assessed for impairment.  Refer to ASC 310-10-50-15(d).

16. Please revise future filings to disclose the information required by ASC 310-10-
50-15(c)(3) for each period presented.
17. We note from your disclosure on page 195 that you identified two portfolio
segments, consumer and corporate.  In addition, we note that a segment is defined in ASU 2010-20 as the level at which you develop and document a systematic
methodology to determine your allowance for credit losses.  Given the unique
characteristics of your home equity portfo lio (classified as pa rt of your mortgage
and real estate class), please tell us how you determined that your home equity
portfolio did not meet the defin ition of a portfolio segment.

18. Please revise future filings to disclose the information required by ASC 301-10-50-15(a)(3)(ii) for your impaired consumer loans as of each balance sheet date
presented.

19. We note your disclosure on page 197 relate d to impaired consumer loans.  Please
revise future filings to disclose