SecProbe.io

October 26, 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
Form 10-Q for Fiscal Quarter Ended June 30, 2011
 Filed August 5, 2011
File No. 001-09924

Dear Mr. Gerspach:
 We have reviewed your August 23, 2011 respon se letter to our le tter dated August 1,
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 advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  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 draf t of your proposed disclosures, we may have
additional comments.  General

1. Please file a legality opinion for your Form S-8 (File No. 333-173683) that does not
contain a statement regarding the Genera l Counsel – Human Resources not being
admitted to practice law in Delaware.

John C. Gerspach
Citigroup Inc. October 26, 2011 Page 2
 Form 10-Q for the Quarterly Period ended March 31, 2011

Note 23.  Contingencies, page 171

2. We note your response to prior comment 13.  Plea se confirm that in future filings that
discuss the Consent Orders you will include  an assessment of the impact that the
undertakings set forth in the Consent Orders wi ll have on Citi.  If at the time of such
future filings you continue to believe that th e annual cost of compliance with the Consent
Orders will not have a material impact on th e results of operations or financial condition
of your consumer mortgage business or Citigroup, please disclose such belief.
 Form 10-Q for the Quarterly Period ended June 30, 2011

General

3. News articles reported that in May, Citigroup was the target of a data breach that affected
over 360,000 credit card accounts.  We note th at your quarterly report for the period
ended June 30, 2011 did not address the data breach  or its impact on the company.
Please provide us with an analysis supporting your apparent conclu sion that no additional
disclosure was needed in your SEC filings .  Please address in  your analysis the
materiality of the data breach, both from a fi nancial standpoint and from a reputational
risk standpoint,  and whether you intend to provide di sclosure in future filings.

North America Consumer Mortgage Lending, page 50

4. We note your disclosure on page 52 related to  foreclosures in process and the impact
these have had on your lending portfolios and op erations.  Specifically, we note that the
lengthening of the foreclosure process has in flated the amount of 180+ day delinquencies
in mortgage statistics and 90+ day delinquencie s in consumer non-accrual loans statistics.
We also note that the lengthening of the for eclosure process has cau sed a “build” in non-
accrual assets on the balance sheet.  To the ex tent reasonably possible, please tell us and
revise future filings to provide more qua ntitative information about the impact of
foreclosures in process on your lending st atistics and non-accrual  loans and non-accrual
assets.  Please also consider including a footnote to your related delinquencies and non-
accrual loans and non-accrual assets tabular disclosure that addresses the impact of
foreclosures in process to each relevant st atistic and/or balance, as appropriate and
discuss whether you have obser ved any geographic trends.
 Value at Risk for Trading Portfolios, page 75

5. We note your response to prior comment 11 regarding your VAR methodology.  In
addition to your proposed future disclosure  related to the number of VAR backtesting
exceptions, please include the supplemental di scussion regarding your expectations as to
why the number of backtesting exceptions is  lower than what would be statistically
expected and the scenarios where the number  of backtesting excep tions may be higher
than you expect (i.e. in periods of unstable market conditions).  Additionally, please expand your disclosure in future filings to disc uss the rationale of di versification benefits
and how that benefit is calculated.

John C. Gerspach
Citigroup Inc. October 26, 2011 Page 3

Country and Cross-Border Risk, page 84

6. We note your response to prior comment 15 and your enhanced disclosure on page 84 of
your Form 10-Q.  We also note slide 27 of your third quarter earni ngs presentation which
is provided on your website and illustrates your country risk  exposure as of September
30, 2011.  We continue to believe that disc losure of your gross exposure by country
(i.e. Greece, Ireland, Italy, Portugal and Spai n, aka GIIPS) would be beneficial to
investors and is consistent with industry  practice by other financial institutions.
Accordingly, as previously requested, please re vise your disclosure in future filings to
present the gross exposure you have to each of  these countries separately broken out by
sovereigns, financial institutions, corporati ons and trading/AFS exposure.  Additionally,
please respond to the following and clarif y future disclosures as appropriate:

 Your disclosure on page 84 indicates that  your “net funded ex posure” has not been
reduced by SFAS 5 or SFAS 114 credit loss rese rves associated with those exposures.
Please clarify whether it inco rporates any fair value adjustments that may be required
if the assets are available-for-s ale or trading securities; and

 Your disclosure on page 84 indicates th at you have reduced your “net funded
exposure” by $7.0 billion of hedge positions, consisting of purchased credit
protection from non-GIIPS financ ial institutions.  We note per your response to the
last bullet of prior comment 15, that the $7.0 billion represents the notional amount of
credit derivatives related to these countries.   Please disclose this fact in future filings,
and provide clarifying disclosure indicating that credit risk of the counterparty is
excluded from this amount.  Additionally, disclose the fact that losses could still result in your positions even if there is  purchased credit protection because the
purchased credit protection c ontracts only pay out under ce rtain scenarios and thus
not all losses may be covere d by the credit protection.

7. We note your disclosure here that you have  additional, locally-funded exposure in the
GIIPS to retail customers and small businesses, the vast majority of which is in Spain and
Greece.  Please quantify for us your total gross locally-funded exposure, by country and lending category (e.g. retail customers, small business, etc.).  Please also consider
disclosing this quantified information in future filings.

John C. Gerspach
Citigroup Inc. October 26, 2011 Page 4
 You may contact Brittany Ebbe rtt at (202) 551-3572 or Stepha nie Hunsaker at (202) 551-
3512 if you have questions regarding comments on th e financial statements and related matters.
Please contact Sebastian 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