SecProbe.io

July 21, 2016

Mail Stop 4720

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, 2015
Definitive Proxy Statement on Schedule 14A
Response Dated July 13, 2016
File No. 001 -09924

Dear Mr. Gerspach:

We have reviewed  your July 13, 2016  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to c omments in our June 28,
2016  letter .

Definitive Proxy Statement on Schedule 14A

Citi’s Executive Compensation Awards, page 61

1. We n ote your response to comment three, but we are una ble to reconcile  the fact that
your disclosure  strongly emphasizes a methodology that utilizes the achievement of
identified targets (Steps 1 and 2 in your response) while the ultimate compensation
decisions appear to be based upon a loose framework or gui deline, indicia of the
Committee’s exercising its discretionary authority .

John C. Gerspach
Citigroup Inc.
July 21, 2016
Page 2

 For example :
 You disclose and reiterate in your response letter that the Committee first sets
goals and then review s performance against those goals, which include financial
goals  that are in your annual business plan.  However you do not disclose what
those goals are for each objective financial goal, so comparing them to the actual
results on pages 63 -70 does not inform an investor whether those results were
above or below 10% of  that unidentified goal.
 You note on page 62 that you come up with a preliminary rating (Step 2) for each
of your named executive officers, you review estimates of market ranges (Step 3),
link performance to pay (Step 4) and make final adjustments ( Step 5) .  However ,
you do not disclose what the preliminary amounts were or what adjustments were
made at each step so a reader can follow your compensation decision -making
process .
 Your disclosure  appears  to indicate  that the Committee exercised negative
discret ion with respect to Messrs. Corbat ’s and Gerspach ’s (pages 65 -66) final
compensation amount s.  However, your disclosure does not indicate the amount
of compensation that these named executives officers would have been otherwise
entitled to and how  the Comm ittee exercise d its negative discretion  in accordance
with Item 402(b)(2)(vi) of Regulation S -K.

While your response indicates that you use a “ non-form ulaic but fact -based process to
communicate the Committee’s considered approach to evaluating q ualitative performance
criteria ,” the final compensation determinations appear to have been made at the
Committee’s discretion.  Otherwise, even if the named executive officers’ achievement
levels on particular  scoreboard items  do not translate formulaical ly to their compensation
amounts, how you determined such amounts should be discussed.

In future filings, please provide more detail regarding the quantitative  decisions made in
Step 2 and the qualitative decisions made in Step 4 and how those decisions  directly lead
to certain compensation amounts.  If the ultimate compensation decisions, albeit
informed by the various non -formulaic factors noted in your disclosure , are determined at
the Committee’s  judgment/discretion, clearly state so in your future f ilings.

Please contact  Eric Envall, Staff Attorney  at (202) 551 -3234  or me at  (202) 551 -3369
with any questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief
Office of Financial Services