SecProbe.io

September 17, 2014

Via E -mail
John  C. Gerspach
Chief Financial  Officer
Citigroup, Inc.
399 Park Avenue
New York, NY 10022

Re: Citigroup Inc.
 Form  10-K for the Fiscal Year Ended December 31 , 2013
Filed March 3, 2014
File No. 001 -09924

Dear M r. Gerspac h:

We have reviewed your response letter dated August 14, 2014  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.   If you do not believe ou r 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 may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2013

Item 9A. Controls and Procedures, page 147
1. We note your response to prior comment 4 regarding locations with controls similar to
the failed controls at Banamex in which you indicated that “certain processes had been
modified in the Pemex accounts receivable financing program,  resulting in the
elimination of some basic operating controls in the execution of that program.”   Your
response further specifies that “the Pemex accounts receivable financing program was
reflected internally as a ‘buyer centric’ program,” but you “discov ered that the program
in fact was operated as ‘seller centric’.”   Please address the following:
 While your “rapid review” identified no other process breakdowns at your worldwide
portfolio of accounts receivable financing facilities, tell us how you consi dered
whether it was reasonably possible that a lack of effective review and approval and

John C. Gerspach
Citigroup, Inc.
September 17 , 2014
Page 2

 segregation of duties and a lack of effective reconciliation could have resulted at
other locations.
 Tell us whether and how this significant deficiency in operating effectiveness was
considered in your evaluation of the effectiveness of the monitoring component of
COSO.   In particular, explain how you considered whether it was reasonably possible
that other accounts receivable financing programs may not be operating
effectively.   To the extent you determined that the control process breakdowns are an
indication of a deficiency in your monitoring process, tell us how you evaluated its
severity.
2. We note your response to prior comment 4 regarding your consideration of CNB V’s
findings and your indication that you identified an individual “within Banamex who was
responsible for validating factoring documents that facilitated the fraud.”   Please address
the following:
 Tell us if there are any other individuals at Banamex who were involved in the Pemex
and Oceanografia relationships that did not identify the fraud (for example,
individuals that approved the relationship and monitored the relationship).   If so, how
was this considered in your assessment, and in particular your e valuation of the
control environment, of whether there is a reasonable possibility that the Company’s
controls will fail to prevent or detect a material misstatement?
 You indicated that CNBV’s findings were not considered in your analysis of ICFR as
of Dec ember 31, 2013 because CNBV had not issued any findings at the time you
filed your 2013 Form 10 -K.  It is our understanding that CNBV has since issued its
report.  Tell us whether CNBV’s report included any information of which you were
previously unaware and if it reached any conclusions inconsistent with the results of
your “rapid review” or any other internal reviews.   If so, tell us how you considered
the impact of the information in CNBV’s report on your original conclusions on
ICFR as of December 31, 2013.

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

Sincerely,

        /s/ Stephanie J. Ciboroski

 Stephanie J. Ciboroski
Senior Assistant Chief Accountant