SecProbe.io

August 1, 2011
 Via E-mail

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, 2010
Filed February 25, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011
 Filed May 5, 2011
File No. 001-09924

Dear Mr. Gerspach:
 We have reviewed your June 29, 2011 res ponse letter to our letter dated May 27,
2011 and have the following comments.  In some of our comments, we may ask you to provide us with 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.  Where we have requested  changes in future filings, please include a
draft of your proposed disclosure s that clearly identifies new or  revised disclosures.  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, including the dr aft of your proposed disclosures, we may
have additional comments.  Form 10-K for Fiscal Year Ended December 31, 2010

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 6
U.S. Consumer Mortgage Lending, page 72

1. We note your response to prior comment seven regarding your second mortgages
and home equity lines of credit.  Please  revise future filings to provide the
information discussed in your re sponse, including the following:

John C. Gerspach
Citigroup Inc. August 1, 2011 Page 2
  Discuss the fact that you are able to track when the first lien position is in
default when you own or service the fi rst lien, and the steps you perform
to manage account strategy when you are not the owner or servicer of the
first lien.
 Discuss in a risk factor and/or the Management’s Discussion and Analysis
section the information currently red acted under the firs t bullet point of
your response.
 You state in your response that you do  not manage the risk of mortgage
loans in a junior lien differently based on the information gained from
owning or servicing the first mortgage loan.  However, to the extent there
is any difference in information that  you have access to if you do not own
or service the first lien, please address how that is taken into consideration
in developing the appropriate allo wance for loan loss for your second
mortgages.  Additionally, to  the extent there is a difference in information
available, we believe you should di sclose the percentage of second
mortgage loans for which you do not own or service the first lien.

 Disclose the fact that the default and delinquency stat istics for second
liens where you own or service the first lien have historically been better
than those where you do not own or serv ice the first lien.  To the extent
possible, please discuss why you believe that trend occurs.

 Discuss when the vast majority of your  home equity lines of credit convert
to amortizing.

 Discuss the changes you ma de related to new originations of home equity
lines of credit in June 2010, as well as the typical terms of your existing
home equity lines and loans.

 Tell us whether you are contacted by the first lien hol der to discuss
modifications to their first lien  under HAMP or another modification
program, and how, if at all, this in formation is incorporated into your
allowance methodology.

 Tell us whether the first lien holder c ontacts you prior to foreclosure.  As
part of your response, pl ease tell us whether your 2
nd lien is typically
shown as current and performing wh en the first lien holder files a
foreclosure notice.

 Tell us and disclose in future filings the loss severity t ypically experienced
on your junior lien loan.

John C. Gerspach
Citigroup Inc. August 1, 2011 Page 3
 Financial Statements

Note 6.  Commissions and Fees, page 163

2. We note your response and proposed disclo sure to prior comment 12.  However,
we note that you do not propose disclosi ng information describing your trading-
related fees income and other consumer fees and commissions income.  Please revise future filings to include this information, as  provided in your response,
related to these two fee and commission income categories.
 Note 16. Loans, page 195

3. We note your response to prior comment  19 regarding your policy related to
interest income recognition on impaired consumer loans.  We note that your
response and proposed disclo sure indicates that your interest recognition policy
on classifiably-managed consumer loans is identical to your disclosed policy for corporate loans on page 142.  However, it is unclear from your response how this
is the case as your disclosed policy for cor porate loans indicates that when there is
doubt regarding the ultimately collectability of principa l on a corporate loan, all
cash receipts are applied to reduce the recorded investme nt in the loan, and your
policy for consumer loans appears to be that all cash receipts on delinquency-
managed consumer loans are generally record ed as revenue.  Thus, please advise,
or revise your proposed di sclosure to clarify this apparent inconsistency.
 Note 25. Fair Value Measurements

Changes in Level 3 Fair Value Category, page 247

4. We note your response to prior comment 30 regarding the net transfer from
Level 3 to Level 2 due to the shorteni ng of the effective maturity date on
structured repos.  In addition to your propos ed future filings disclosure related to
the misclassification in your  footnote disclosure, please al so include in your future
filings disclosure the discussion about how  the tightening or widening of the five-
year agency curve affects th e estimated maturity date of your structured reverse
repos, and how and why structured revers e repos with expected maturities beyond
five years are generally classified as Level 3.
 Items Measured at Fair Value on a Nonrecurring Basis, page 250

5. We note your response to prior comment 31 regarding items measured at fair
value on a nonrecurring basis.  We are una ble to concur with your conclusion that
impaired collateral-dependent loans written  down to the collater al value, or loans
measured at the loan’s observable market  price as a practical  expedient, are not
required to be disclosed pursuant to th e disclosure provisi ons in ASC 820-10-50-5
for nonrecurring fair value measurements.  Thus, please revise future filings to
include these disclosures.

John C. Gerspach
Citigroup Inc. August 1, 2011 Page 4
 Note 26. Fair Value Elections

Certain Consolidated VIEs, page 254

6. We note your response to prior comment 32 regarding the valuation of the
mortgage loans included in your VIEs .  Please respond to the following:

 Provide an example calculation of how  your valuation is performed.  For
example, illustrate how the price for one of your beneficial interests is
converted to the mortgage loan price.
 Tell us how you concluded that there would not be other differences in
value between mortgage loans, versus a securitized beneficial interest.  In
this regard, please clarify how you c oncluded that there would not be a
further liquidity adjustment on the mortgage loans.
 Item 15.  Exhibits and Financial Statement Schedules

Exhibit 2.02

7. We note your response to prior comment 38.  Please tell us how you concluded
that the joint venture agreement is the type of agreement contemplated by Item
601(b)(2) of Regulation S-K, as  opposed to Item 601(b)(10).
 Definitive Proxy Statement on Schedule 14A

Risk rating, page 51

8. We note your response to prior comment 37.  To the extent you decide to use a
risk rating system in connection with awarding named executive officer incentive compensation with respect to 2011, please confirm that you will discuss in the
2012 proxy whether the named executive offi cers received a pos itive rating or, to
the extent they did not, discuss how the negative rating affected amounts awarded.
Please also confirm in your future fi ling, if true, that the rating was not
determinative of the named execu tive officers’ 2011 award size.
 Form 10-Q for Quarterly Period ended March 31, 2011

First Quarter 2011 Executive Summary, page 5

9. We note your response to prior comment  39.  We do acknowledge and are aware
of the other disclosures you provided in other parts of your Form 10-Q related to
the $3.0 billion release of the al lowance for loan losses.  However, we continue to
believe that to the extent that allowa nce for loan loss releases represent a
significant portion of your earnings, this  fact should be more prominently
disclosed in the Executive Su mmary section, along with the fact that this income
stream is not likely to be su stainable.  Please confirm that to the extent this occurs
in the future, you will include more pr ominent disclosure in your Executive
Summary section.  In this regard, we note that during the second quarter of 2011,
you released $2.0 billion of a llowance for loan losses, which represented 46% of

John C. Gerspach
Citigroup Inc. August 1, 2011 Page 5
 your income from continuing operations before taxes and thus this should be more
prominently highlighted in your June 30, 2011 Form 10-Q.
 FICO and LTV Trend Information – U.S.  Consumer Mortgage Lending, page 49

10. We note your response to prior comment 40, including reference to your existing
Form 10-Q disclosure related to delinquenc y rates.  However, your existing Form
10-Q disclosure does not appear to comp are and contrast the reasons for the
different trends in delinquency rates to th e extent that the information provided in
the first and last paragraphs of your re sponse does.  We believe the information
and explanation provided in your response w ould be helpful to disclose in future
filings to better explain to readers th e different trends and factors causing the
delinquency rate trends to  differ between your residential first mortgages and
home equity loans.  Thus, please include  this clarifying information in future
filings.
Value at Risk for Trading Portfolios, page 67

11. We note that you calculate VAR over a one -day holding period and based on a
99% confidence level, and thus you should expect an average of two to three
instances a year in which your actual losses would exceed your prior day VAR
measure.  Based on your disclosures in  your 2010 Form 10-K and your March 31,
2011 Form 10-Q, it is unclear whether you experienced exceptions at the level
anticipated based on your confidence le vel.   Please tell us and expand your
disclosures in future filings to address the following:

 Revise your disclosure in future filings  to more clearly describe the method
used (e.g. historical simulation, Monte Ca rlo, etc.), the period of historical
data used for the analysis , and the level or number of market factors used
when calculating VAR.
 Clarify how many times your tradin g losses breached VAR during 2009, 2010
and the first two quarters of 2011.  To th e extent that the number of times is
less than the two to three times expect ed during a year, please tell us how you
determined your VAR model is statistically appropria te in light of so few
exceptions over such a long time horizon.
Note 6. Principal Transactions, page 93

12. We note your response to prior comment 42 regarding your revenues earned from
proprietary trading activities.   Please disclose in futu re filings your conclusions
regarding the materiality of  “bright line” proprietary trading to your revenues,
along with your conclusions regarding the materiality a nd potential effects to your
CCA business.

John C. Gerspach
Citigroup Inc. August 1, 2011 Page 6
 Note 23.  Contingencies, page 171

13. We note your response to prior comment 47 and reissue that co mment.  You note
that the affirmative and corrective actions  that the Citigroup entities agreed to
undertake are set forth in the Consent Or ders and that you provided electronic
links to the Consent Orders.  However,  the affirmative and corrective actions
described in the Consent Orders did not become part of your SEC filings simply
because you included an electronic link to the Consent Orders.  Please provide us with draft disclosure to be included in future filings that specifically describes the affirmative and corrective actions that the Citigroup entities agreed  to undertake.
 Second Quarter 2011 Earnings Review Presentation

14. We note your disclosures on page 20 of the fixed income investor review
presentation, published on your website on July 15, 2011, that your home equity
loan delinquency trends and net credit lo sses have consistently declined every
period since second quarter 2009, including an 11% decrease in both 90+ days
past due and net credit losses in the s econd quarter 2011 compared to the first
quarter 2011.  We also note that during your second quarter 2011 conference call,
it was noted that a modest increase was recorded in your allowance primarily
related to home equity loans.  In future  filings, please discuss the drivers of the
increase in the allowance related to your  home equity loans, including whether
you made any changes to your allowance methodology or policy related to these
loans.

15. We note your discussion on page 26 of the fixed income investor review
presentation, published on your website on July 15, 2011, that as of June 30,
2011, you had $13 billion of net funded e xposure to the sove reign entities of
Greece, Ireland, Italy, Portugal and Spain (G IIPS), as well as financial institutions
and corporations domiciled in those count ries.  Please respond to the following
and expand your disclosures in future  filings to address the following:

 Present the gross exposure you have to each of these countries separately
broken out between sovereign, corporat e institutions, fina ncial institutions,
retail, small businesses etc.;
 Discuss the different hedges and collater al maintained to arrive at your net
exposure at June 30, 2011;

 Separately discuss, by country, and on a gross basis, the $9 billion of
unfunded exposure to these countries along with any hedging instruments
you may be using to help mitigate your exposure;

 Clarify whether you have any Greek sovereign bonds or loans, and
whether you have taken credit impairme nt on these instruments as of June

John C. Gerspach
Citigroup Inc. August 1, 2011 Page 7
 30, 2011 and if not, please tell us  how you concluded that these
instruments were not credit impaired; and

 Please clarify if you have any credit de rivatives purchased or sold related
to these countries and if so, how th at is included in your gross and net
amounts of exposure.

You may contact Brittany Ebbertt at (202) 551-3572 or  Stephanie Hunsaker at
(202) 551-3512 if you have questions regard ing comments on the financial statements
and related matters.  Please contact Se bastian Gomez Abero at (202) 551-3578 or
Michael Seaman at (202) 551- 3366 with any other questions.

Sincerely,
 /s/ Stephanie L. Hunsaker    Stephanie L. Hunsaker
Senior Assistant Chief Accountant