SecProbe.io

April 23, 2013

Via E -mail
John C. Gerspach
Chief Financial Officer
Citigroup Inc.
399 Park Avenue
New York, NY 100 22

Re: Citigroup Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
File No. 001 -09924

Dear Mr.  Gerspach :

We have reviewed your filing an d 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 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 disclosures that
clearly identifies new or revised disclosures.  If you do not believe our comments apply to your
facts and circumstances, please tell us why in your  response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Credit Risk, page 74

Renegotiated Loans, page 81

1. We note that corporate rene gotiated loans and consumer renegotiated loans as of December
31, 2012 declined year over year despite the increase in consumer U.S. mortgage loans in
2012 related to OCC guidance in the third quarter of 2012.  Please tell us how much of the
decline in ren egotiated loans is due to loan sales, payments, charge -offs, removal from
renegotiated/TDR loan status, or other factors, and confirm that you will revise your
disclosure in future filings to separately address material trends in your renegotiated loans
including any material offsetting amounts.  Additionally, to the extent you have an
accounting policy where loans can be removed from TDR loan status, please tell us and
disclose this policy in future filings.

John C. Gerspach
Citigroup Inc.
April 23, 2013
Page 2

Market Risk, page 102

Non-Trading Portfolios – Interest Rate Exposure, page 103

2. We note your disclosure regarding changes in the U.S. dollar interest rate exposure  (IRE )
from an increase of $97 million as of December 31, 2011 to $842 million as of December 31,
2012.  Please provide us with proposed d isclosure to be included in future filings that
clarifies  the reason that deposit growth was reflective of increases in the U.S. dollar IRE.  For
example, was it due to the growth in non -interest bearing deposits or to growth in interest
bearing deposits t hat re -price in time periods that are more favorable than the re -pricing time
periods of deposits held in the prior year?  In addition, we note that you attribute the increase
in the IRE to multiple factors (e.g., regular updates of behavioral assumptions,  lower rates,
swap activities, increased AFS investments, etc.) in addition to deposit growth.  Disclose
how each of the factors contributes to the increase in the IRE on a quantitative basis, either in
dollar or percentage terms.  To the extent that behav ioral assumptions are a significant factor
contributing to the increase in the IRE, discuss those assumptions.

Credit Derivatives, page 124

3. We note that the notional value of credit derivatives purchased and sold decreased by 5% and
3%, respectively, during the year ended December 31, 2012 ; however , the net fair value of
the credit derivatives purchased and sold decreased by 79% and 80%, respectively, during
the year based on the information disclosed in the footnotes on page 243.  Please discuss the
factors driving such a dramatic decrease in fair value relative to the notional amount of
contracts.  To the extent there were any trends in the types of credit derivatives or
counterparties where exposure was specifically targeted for reduction, discuss th ose factors.

Notes to Consolidated Financial Statements, page 146

10.  Income Taxes, page 183

4. You disclose on page 186 that you would need to generate approximately $112 billion of
U.S. taxable income during the respective carry -forward periods, substan tially all of which
must be generated during the foreign tax credit (FTC) carry -forward periods, to fully realize
your U.S. federal, state and local deferred tax assets  (DTAs ) and that you believe you will
generate sufficient U.S. taxable income within the  10-year carry -forward period to b e able to
fully utilize the FTC  carry -forward.  In addition, you disclose two components of positive
evidence that support the full realization of your DTAs, including your forecast of sufficient
U.S taxable income in the carry -forward periods, and tax planning strategies available to you
that would be implemented, if necessary, to prevent a carry -forward from expiring.  We note
that your consolidated pre -tax income from continuing operations was $7.9 billion for 2012,
whic h is made up of $14.7 billion of foreign pre -tax earnings per your disclosure on page
184, and thus a pre -tax loss of $6.8 billion in the U.S.   You also state on page 131 that you do
not expect a significant reduction in the balance of your net DTAs during  2013.  Given this

John C. Gerspach
Citigroup Inc.
April 23, 2013
Page 3

 information, please elaborate upon how you intend to derive $112 billion of U.S. taxable
income within the next 10 years by addressing the following:

 Quantify the extent and timing of the future increase in profitability that you expect to
achieve in order to realize the DTA related to foreign tax credits .  Specifically, tell us  the
years in which you plan to achieve that level of U.S. taxable income, and what events
must occur in order to achieve that level of income in those years.   In addition, discuss
whether you have experienced adverse changes in your expectations related to the level
and timing of U.S. taxable income (and in particular relative to the expectations
previously communicated to the staff in your May 20, 2009 response letter), and how you
have remediated or plan to remediate any such adverse changes.
 Given your expectation that net DTAs will not be significantly reduced during 2013,
specify when you expect to achieve any significant reduction in DTAs, and speci fy the
significant assumptions and/or planned transactions that you relied upon in concluding
upon the timing of that significant reduction in DTAs.   In addition, address whether you
have experienced adverse changes in your original estimates as to when yo u would
realize your DTAs, and how you have remediated or plan to remediate any such adverse
changes.
 Tell us whether there have been any changes in the timeframe you expect to be able to
begin re -characterizing your foreign source income as domestic sourc e income as
discussed in your May 20, 2009 response letter.
 To the extent that you have already been successful in taking actions intended to optimize
your U.S. taxable earnings, quantitatively and qualitatively tell us  how you were able to
achieve that su ccess.

20.  Regulatory Capital and Citigroup Inc. Parent Company Information, page 219

5. Based upon disclosure in Note 19, $24.5 billion of your parent company’s long -term debt
obligations will mature during 2013.  Given that the parent company’s total cas h, trading
account assets and investments portfolio  is only  $2.0 billion in total as of December 31,
2012, and the maximum amount of dividends received from your subsidiaries in any of the
most recent three years was $20.8 billion, please provide us with  information related to the
short -term liquidity position of your parent company .  Also, s pecifically address your
intentions regarding the source of funding to pay the parent company’s obligations over the
next 12 months.

25. Fair Value Measurement, page  250

Level 3 Fair Value Rollforward, page 261

6. You disclose that transfers of long -term debt to/from Levels 2 and 3 were the result of your
conforming and refining the application of the fair value level classification methodologies to
certain structured debt instruments containing embedded derivatives, as well as certain
underlying market inputs becoming less or more observable.  Please tell us whether the
changes in your fair value level classification methodologies were also changes to fair value

John C. Gerspach
Citigroup Inc.
April 23, 2013
Page 4

 measurement methodologies, and if so, identify which market inputs were impacted by your
methodology changes.  Also, discuss the impact of such measurement changes, if any, to
your financial statements.

7. As a related matter , we note that you have structured notes measured at fair value in the
amount of $27.5 billion and $ 23.4 billion as of December 31, 2012, and December 31, 2011,
respectively.  Given that the transfers between Levels 2 and 3 for these instruments appear to
be related to the embedded derivatives specific to these structured notes, the embedded
derivatives appear to be integral to your determination of the fair value of these structured
products and potentially, your risk management activities for these products.  Please revise
your disclosure in future filings to include a tabular disclosure of the carrying  value of your
structured products by the type of instrument to which your structured notes are linked.
Specifically, quantify the amount of structured notes linked to movements in credit
instruments or indices, equity instruments or indices, foreign currency exchange rates, and/or
interest rates .  If you do  not currently capture this quantitative information for structured
notes  by product type , tell us how you assess that the fair value measurement o f these
instruments is accurate given this lack of information.

8. Additionally, clarify for us how you value each structured note including the embedded
derivatives in total.  We note your disclosure on page 253 related to the valuation of certain
structured liabilities ; however , it is not clear how  your methodology captures differences in
the types of embedded option features.  Please tell us how you value each type of structured
note given any differences in the embedded options.   If applicable, contrast your
methodology for embedded options where  different features exist such as conversion or
differing exercise periods (e.g., European versus American options).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includ es the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 adequac y of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or ch anges 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 und er the federal securities laws of the United States.

John C. Gerspach
Citigroup Inc.
April 23, 2013
Page 5

 You may contact Staci Shannon  at (202) 551 -3374 or me at (202) 551 -3512 if you have
any questions.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant