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John   C. Gerspach

Chief   Financial Officer

Citigroup   Inc.

399   Park Avenue

New   York, NY 10022

August 23, 2011

VIA EDGAR CORRESPONDENCE

Stephanie Hunsaker

Securities and Exchange Commission

100 F Street, NE

Mail Stop 4561

Washington, DC 20549-7553

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

File No. 001-09924

Dear Ms. Hunsaker:

Enhancement of Citigroup Inc.’s (“Citigroup” or “Citi”) disclosures is an objective that we share with the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or “Commission”) and one that we consider in all our filings.  This letter sets forth the responses of Citigroup to the comments of the Staff contained in the Staff’s letter dated August 1, 2011.

For your convenience, the text of the Staff’s comments is set forth in bold below, followed in each case by our response.

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Form 10-K for Fiscal Year Ended December 31, 2010

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 6

U.S. Consumer Mortgage Lending, page 72

1.              We note your response to prior comment seven regarding your second mortgages and home equity lines of credit.  Please revise future filings to provide the information discussed in your response, including the following:

In response to the Staff’s comments below, in its future filings, so long as material, Citi intends to provide additional disclosure similar to that presented in the last bullet point of this response.

·                  Discuss the fact that you are able to track when the first lien position is in default when you own or service the first lien, and the steps you perform to manage account strategy when you are not the owner or servicer of the first lien.

As we stated in direct response to the Staff’s prior comment #7, Citi is able to track whether the first lien is in default when Citi is the owner or servicer of the first lien.  However, whether or not Citi owns the first lien position is not the driving factor in Citi’s overall management of account strategy for its home equity loans.  Rather, as we stated in our prior response, for all home equity loan borrowers, regardless of who owns or services the first lien, account strategy is managed based on refreshed credit bureau scores (which reflect the borrower’s performance on all debt (secured and unsecured) and would include a first lien mortgage, if any), refreshed LTV ratios and other borrower credit-related information.  Thus, Citi does not believe it is meaningful or relevant to disclose the fact that it is able to track whether the first lien position is in default when we own or service the first lien in discussing its management of account strategy for home equity loans.

See Citi’s proposed disclosure in the last bullet of this response below regarding Citi’s management of account strategy for home equity loans.

·                  Discuss in a risk factor and/or the Management’s Discussion and Analysis section the information currently redacted under the first bullet point of your response.

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Citi does not intend to include in its future filings the information redacted under the first bullet point of our response to the Staff’s prior comment #7.  This information was provided to the Staff to convey, in direct response to the Staff’s prior comment, that where Citi does not own or service the first lien position, we cannot determine the default status of such loan.  However, as discussed above, this information is not material or relevant in the context of Citi’s home equity loan account management strategy as we believe the information Citi obtains, including without limitation refreshed credit bureau scores and other information as discussed above, is appropriate for this purpose.

·                  You state in your response that you do not manage the risk of mortgage loans in a junior lien differently based on the information gained from owning or servicing the first mortgage loan.  However, to the extent there is any difference in information that you have access to if you do not own or service the first lien, please address how that is taken into consideration in developing the appropriate allowance for loan loss for your second mortgages.  Additionally, to the extent there is a difference in information available, we believe you should disclose the percentage of second mortgage loans for which you do not own or service the first lien.

Citi does not manage its home equity loan risk or assess reserve adequacy differently based on the information gained from owning or servicing the first mortgage loan, and we do not believe the information is necessarily meaningful or relevant for purposes of our home equity loan management.  However, in response to the Staff’s comment, in future filings Citi intends to include additional disclosure similar to that set forth in the last bullet point below, which will include the percentage of our second mortgage loans for which we own or service the first lien.

·                  Disclose the fact that the default and delinquency statistics for second liens where you own or service the first lien have historically been better than those where you do not own or service the first lien.  To the extent possible, please discuss why you believe that trend occurs.

In response to the Staff’s comment, see Citi’s proposed disclosure in the last bullet of this response below.

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·                  Discuss when the vast majority of your home equity lines of credit convert to amortizing.

In response to the Staff’s comment, see Citi’s proposed disclosure in the last bullet of this response below.

·                  Discuss the changes you made related to new originations of home equity lines of credit in June 2010, as well as the typical terms of your existing home equity lines and loans.

In response to the Staff’s comment, see Citi’s proposed disclosure in the last bullet of this response below.

·                  Tell us whether you are contacted by the first lien holder to discuss modifications to their first lien under HAMP or another modification program, and how, if at all, this information is incorporated into your allowance methodology.

In Citi’s experience, the first lien holder does not typically contact the junior lien holder(s) when a modification is requested.  However, under the HAMP modification program, junior lien holders have access to a data warehouse maintained by Lender Processing Services’ Applied Analytics Division (LPS) showing first liens that are either within the trial period, or that have been denied or have received a HAMP modification.  Citi considers the data available through LPS as part of the mix of information, as discussed in this response or otherwise, in estimating the probable losses inherent in these home equity loans and in assessing the adequacy of the related allowance for loan losses.

·                  Tell us whether the first lien holder contacts you prior to foreclosure.  As part of your response, please tell us whether your 2nd lien is typically shown as current and performing when the first lien holder files a foreclosure notice.

In Citi’s experience, the first lien holder does not typically contact the junior lien holder(s) prior to foreclosure.  Whether or not the first lien is delinquent, which would include those first liens where the holder has filed a foreclosure notice, as long as the 2nd lien is performing, the 2nd lien continues to be reported as current.  Further, Citi supplementally advises the Staff that, as of June 30, 2011, of our home equity loans that are current and

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for which we own or service the first mortgage, approximately 3% have residential first mortgages that are delinquent.

·                  Tell us and disclose in future filings the loss severity typically experienced on your junior lien loan.

Page 51 of our Quarterly Report on Form 10-Q for the period ended June 30, 2011 (“2Q 2011 Form 10-Q”) includes disclosure of quarterly net credit loss amounts and percentages for Citi’s North America Consumer residential first mortgages and home equity loans for the past nine quarters.  We believe this provides relevant, widely-understood metrics of credit loss experience for such loans and is comparable to how our peers disclose their loan loss experience.  In future filings, we will continue to disclose such net credit loss amounts and percentages for such loans, as long as we consider it material to the financial statement user.

In response to the Staff’s comments above, so long as material, Citi intends to include additional disclosure similar to the following in its future filings:

“Home equity loans consist of both fixed rate home equity loans and loans extended under home equity lines of credit.  Fixed rate home equity loans are fully amortizing.  Home equity lines of credit allow for amounts to be drawn for a period of time and then, at the end of the draw period, the then-outstanding amount is converted to an amortizing loan.  After conversion, the loan typically has a 20-year amortization repayment period.  Historically, Citi’s home equity lines of credit typically had a ten-year draw period.  Beginning in June 2010, however, Citi’s new originations of home equity lines of credit typically have a five-year draw period as Citi changed these terms to mitigate risk due to the economic environment and declining home prices.  The vast majority of Citi’s home equity loans extended under lines of credit as of XX contractually begin to amortize after XXXX.

As of September 30, 2011, the percentage of home equity loans in the second lien position where Citi also owned or serviced the first lien was approximately XX%.  However, for all home equity loans (regardless of whether Citi owns or services the first lien), Citi manages account strategy through obtaining and reviewing refreshed credit bureau scores (which reflect the borrower’s performance on all of

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its debts, including a first lien, if any), refreshed LTV ratios and other borrower credit-related information.  Historically, the default and delinquency statistics for second liens where Citi also owns or services the first lien have been better than for those where Citi does not own or service the first lien, which Citi believes is generally attributable to origination channels and better credit characteristics of the portfolio, including FICO and LTV for those second liens where Citi also owns or services the first lien.”

Financial Statements

Note 6. Commissions and Fees, page 163

2.              We note your response and proposed disclosure to prior comment 12.  However, we note that you do not propose disclosing information describing your trading-related fees income and other consumer fees and commissions income.  Please revise future filings to include this information, as provided in your response, related to these two fee and commission income categories.

Citi notes for the Staff that we disclosed the information describing our trading-related fees income in the Commissions and Fees Note on page 108 of our 2Q 2011 Form 10-Q.  In future filings, we intend to also disclose information similar to that presented in our prior response describing our other consumer fees and commissions income.

Note 16. Loans, page 195

3.              We note your response to prior comment 19 regarding your policy related to interest income recognition on impaired consumer loans.  We note that your response and proposed disclosure indicates that your interest recognition policy on classifiably-managed consumer loans is identical to your disclosed policy for corporate loans on page 142.  However, it is unclear from your response how this is the case as your disclosed policy for corporate loans indicates that when there is doubt regarding the ultimately collectability of principal on a corporate loan, all cash receipts are applied to reduce the recorded investment in the loan, and your policy for consumer loans appears to be that all cash receipts on delinquency-managed consumer loans are generally recorded as revenue.  Thus, please advise, or revise your proposed disclosure to clarify this apparent inconsistency.

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As noted in the Consumer loans sections of Note 1 (page 142) and Note 16 (page 195) of Citi’s 2010 Annual Report on Form 10-K, Consumer loans include certain commercial loans.  These commercial loans are managed by Citi’s Consumer business and are classifiably-managed (i.e., risk-rated).  At both June 30, 2011 and December 31, 2010, these classifiably-managed loans represented less than 9% of the total Consumer loan portfolio.

As noted in our prior response, Citi’s interest recognition policy for its classifiably-managed Consumer loans, as opposed to other Consumer loans, is identical to that for its Corporate loans, and we proposed disclosure to clarify this.  Therefore, in Note 12 (page 128) of our 2Q 2011 Form 10-Q, we included the following disclosure as footnotes to the Impaired Consumer Loans tables for the three and six months ended June 30, 2011 and 2010, consistent with our prior response:

“Cash interest receipts on smaller-balance homogeneous loans are generally recorded as revenue.  The interest recognition policy for classifiably-managed commercial market loans is identical to that for Corporate loans, as described below.”

Note 25. Fair Value Measurements

Changes in Level 3 Fair Value Category, page 247

4.              We note your response to prior comment 30 regarding the net transfer from Level 3 to Level 2 due to the shortening of the effective maturity date on structured repos.  In addition to your proposed future filings disclosure related to the misclassification in your footnote disclosure, please also include in your future filings disclosure the discussion about how the tightening or widening of the five-year agency curve affects the estimated maturity date of your structured reverse repos, and how and why structured reverse repos with expected maturities beyond five years are generally classified as Level 3.

Citi supplementally advises the Staff that it inadvertently did not include the misclassification footnote disclosure referenced in our prior response to comment #30 in our 2Q 2011 Form 10-Q, specifically, as a footnote to the table on pages 181-182 of the 2Q 2011 Form 10-Q.  Citi reaffirms to the Staff that we will include a footnote similar to the following in its applicable future filings:

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“Reflects the reclassification of $1,127 million of structured reverse repos from ‘Federal funds purchased and securities loaned or sold under agreements to repurchase’ to ‘Federal funds sold and securities borrowed or purchased under agreements to resell.’ These structured reverse repos assets were incorrectly classified in 2008 and 2009, but were correctly classified on Citi’s Consolidated Balance Sheet for all periods.”

In response to the Staff’s current comment, as applicable, Citi intends to include additional disclosure similar to the following in its future filings:

“The significant changes from December 31, 2010 to June 30, 2011 in Level 3 assets and liabilities are due to:

·                  A decrease in Federal funds sold and securities borrowed or purchased under agreements to resell of $1.5 billion, driven primarily by transfers of certain collateralized long-dated callable reverse repos (structured reverse repos) of $1.4 billion from Level 3 to Level 2.  The Company has noted that there is more transparency and observability for repo curves (used in the determination of the fair value of structured reverse repos) with a tenor of five years or less;  thus, structured reverse repos that are expected to mature beyond the five-year point are generally classified as Level 3.  The primary facto