SecProbe.io

April 9, 2012
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, 2011
Filed February 24, 2012 File No. 001-09924

Dear Mr. Gerspach:
 We have reviewed your filing 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, providing
the requested information, or by advising us wh en you will provide the requested response.
Where we have requested changes in future filings, please include a draft of your proposed
disclosures that clearly identifie s new or revised disclosures.  If you do not believe our comments
apply to your facts and circumstances or do not be lieve 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.

Form 10-K for Fiscal Year Ended December 31, 2011

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Local Consumer Lending

 Japan Consumer Finance, page 33

 1. In future filings, please quantify the aggregat e amount of loans outstanding with interest
rates within the gray zone.

John C. Gerspach Citigroup Inc. April 9, 2012 Page 2

 Citi Holdings – Local Consumer Lending

 Payment Protection Insurance, page 34

 2. We note your disclosure relate d to the issuance, in 2008 and prior, of Payment Protection
Insurance (PPI) by certain of your UK subsidiari es, including the fact that the practice of
issuing PPI has recently been the subject  of intense review and focus by the UK
regulators and the Financial Se rvices Authority (FSA).  Pl ease respond to the following:

 We note that you recorded an additional $330 million reserve in 2011 related to PPI
claims.  Please tell us the amount of the or iginal, or initial, reserve recorded, and
when it was recognized.  Please explain in more detail how this additional reserve
estimate was developed, and whether it sole ly consists of amounts expected to be
reimbursed to purchasers of the PPI policies or other provisions as well.  Please also
tell us the timing of the recording of  this additional reserve within 2011.

 Given your disclosure that re dress generally involves repayment of premiums and the
refund of all contractua l interest together wi th compensatory interest of 8%, please
tell us and disclose the total amount of policies sold during the time periods covered
by the review (January 2005 forward).
 Clarify whether you are still obligated under the policies for which you have provided
redress.

Capital Resources and Liquidity

 Funding and Liquidity

 Long-Term Debt, page 48

 3. We note your tabular disclosure on page 49 related to long-term debt issuances and
maturities for each of the last three years.  Y ou disclose in footnote one to this table that
the long-term debt line item represents “str uctural long-term debt” issuances, which is a
non-GAAP measure because it excludes certain structured notes such as equity-linked
and credit-linked notes that have early redemp tion features effective within one year.
Please address the following:
 In order to avoid confusion for readers and to  more transparently convey that this is a
non-GAAP measure, revise this line item in fu ture filings to either  more appropriately
entitle it “structural long-term debt” or to include th e label non-GAAP within the line
item description.  Refer to Item 10(e)(1)(ii)(E) of Regulation S-K.

 Item 10(e)(1)(i)(B) of Regulation S-K requires a reconciliation of non-GAAP
measures to the most directly comparable financial measure presented in accordance

John C. Gerspach Citigroup Inc. April 9, 2012 Page 3

 with GAAP.  Since this tabular disclosure  does not present an end-of-period amount
but, rather, a cash flow amount during the peri od, in lieu of a t ypical reconciliation
please revise your disclosure in footnote one to  the table in future filings to disclose
the amount of structured notes (i.e. equity- linked notes and credit -linked notes) that
are excluded from the amounts in the table.
 Please tell us and revise your disclosure in future filings to address whether the
structured notes that are excluded from th e issuances and maturities table are also
included or excluded from your expected long-term debt matu rities tabular disclosure
on page 49.  If the structured notes amounts are included in this disclosure, please
include a footnote that e xplains in which aging bucket they are included.
 Contractual Obligations, page 54

 4. We note that your table of contractual obligati ons appears to exclude the related interest
expense on your long term debt obligations, wh ich appears to be quite significant based
on your disclosure on page 103 of interest expense on your long-term debt and based on
your disclosure of cash paid during the year fo r interest on your consolidated statements
of cash flows.  Please revise this table in future filings to include estimated interest
payments on your long-term debt and disclose any assumptions you made to derive these amounts.
 Managing Global Risk

 Country and Cross-Border Risk, page 107

 5. We note your disclosure beginning here rela ted to sovereign exposures, and acknowledge
that such disclosure is enhanced in this Fo rm 10-K due in part to guidance issued by the
Division of Corporation Finance in CF Disclo sure Guidance: Topic No. 4.  However, we
believe certain areas of your disclosure could be further enhanced to provide more clarity
and information regarding your exposure to  sovereign entities.  Please address the
following:
 We note your disclosure of gross funded lo ans before reserves by country.  Revise
your disclosure in future filings to also provide quantification of the net amount of
funded loans after reserves by country to give  investors a better se nse of your true net
current exposure.
 You disclose that you purchase credit pr otection from financial institutions
predominantly outside of GIIPS and France,  and that you generally seek to purchase
CDS products from counterparties that woul d not be correlated with the underlying
credit exposure you are hedging.  Please revise  your future filings to describe in
greater detail the types of counterpartie s from whom you purchase credit protection,
and give an indication of thos e counterparties’ credit quality.

John C. Gerspach Citigroup Inc. April 9, 2012 Page 4

 You disclose that management assesses the risk of loss associated with sovereign
exposures on a regular basis.  Please expand this disclosu re to discuss examples of
indirect risk exposures and describe how management monitors and/or mitigates the
effects of indirect exposure to risk.
 Consolidated Financial Statements

 Consolidated Statement of Cash Flows, page 136

 6. We note your presentation of Ot her, net within the operati ng activities section of your
consolidated statement of cash flows for each of the three years ended December 31,
2011.  Given the significance of this lin e item to your cash (used in) provided by
operating activities for the years presented, a nd the significant fluctu ation in the balance
from year to year, please tell us the signi ficant components that make up the balance for
the years presented.
 Note 15 - Investments

 Evaluating Investments for Other-Than- Temporary Impairments, page 190

 7. We note your disclosure rela ted to the temporary impairment of your equity method
investment in the Morgan Stanley Smith Ba rney (MSSB) joint venture.  Please address
the following:
 You assert that, as of December 31, 2011, you do not plan to sell your investment in
this joint venture prior to r ecovery of the value.  Please tell us how you were able to
reach this conclusion given the fact that  you are currently in  negotiations with
Morgan Stanley to sell at least part of your  equity interest in  this joint venture
pursuant to options held  by Morgan Stanley.

 We note that you have based the fair value of  this equity investment on “the midpoint
of the current range of estimated values.”   However, you do not disclose this range,
nor do you disclose how the range was estimat ed.  Please tell us and revise future
filings to disclose how you cal culated the range of estimated fair value of this equity
investment, including assumptions used in your analysis.  Please also disclose the
range and midpoint of the range so that the amount of temporary impairment (i.e. fair
value less than the carryi ng value of $10 billion) is clear to readers.
 Investments in Alternativ e Investment Funds that Calculate Net Asset Value per Share, page 193

 8. We note that both the fair value and the unf unded commitments balance as of December
31, 2011 decreased substantially from the am ounts as of December 31, 2010.  We also
note that this activity appears to be a subs et of the activity with in the non-marketable

John C. Gerspach Citigroup Inc. April 9, 2012 Page 5

 equity securities fair value rollforward in formation presented on page 250, but given that
it is only a portion of this activity, it is not en tirely clear what the dr ivers in the change in
balance are due to.  Please tell us and revise future filings to discuss the reason(s) for the
decrease.  If it is due to asset sales, please disclose the gain (loss) recorded on the sales, if material.  Additionally, as part of your respons e, please tell us why the vast majority of
these securities are classified as Level 3 in the fair value hierarchy based on the guidance
in ASC 820-10-35-58.
 Note 29 - Contingencies, page 267

 9. We note your disclosure on page 269 related to  your settlement with the United States
Attorney’s Office related to FHA-insured loans.   We also refer to your response to prior
comment six in your response letter dated June 29, 2011 in which you stated that you had
not experienced an increase in claim deni als from the U.S. Government on FHA/VA
loans in 2010 or 2011, and that  your collection e xperience on FHA/VA loans had been
relatively stable.  Please tell us how th ese recent developments (e.g. the settlement
agreement) have affected your  claim denials and/or collection experience with the U.S.
Government on these types of loans.  In a ddition, please tell us whether this had any
impact on your origination, underw riting or endorsement of VA lo ans.  In this regard, we
note from your disclosure on page 84 that ove r 50% of your U.S. mortgage loans that are
guaranteed by U.S. government agencies ar e greater than 90 days past due and
approximately 75% are past due, as of D ecember 31, 2011. Please also tell us whether
there are any other restrictions on your ab ility to currently offer FHA or VA loans,
notwithstanding your disclosure that indicate s you will continue to participate in the
Direct Endorsement Lender program.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

John C. Gerspach Citigroup Inc. April 9, 2012 Page 6

 You may contact Brittany Ebbe rtt at (202) 551-3572 or me at (202) 551-3512 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Michael Seaman at (202) 551- 3366 with any other questions.

Sincerely,
   /s/ Stephanie J. Ciboroski
Stephanie J. Ciboroski Senior Assistant Chief Accountant