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FOIA Confidential Treatment Requested by Citigroup Inc.

John   C. Gerspach

Chief   Financial Officer

Citigroup   Inc.

399   Park Avenue

New   York, NY 10022

April 27, 2012

VIA EDGAR CORRESPONDENCE

Stephanie J. Ciboroski

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, 2011

Filed February 24, 2012

File No. 001-09924

Dear Ms. Ciboroski:

Enhancement of Citigroup’s disclosures is an objective that we share with the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) and one that we consider in all of our filings. This letter sets forth the responses of Citigroup to the comments of the Staff contained in the Staff’s letter dated April 9, 2012.

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

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Local Consumer Lending

Japan Consumer Finance, page 33

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

Citi advises the Staff that the aggregate amount of loans outstanding that currently charge or have previously charged interest rates in the gray zone was approximately [***] and [***] as of December 31, 2011 and March 31, 2012, respectively.

[***] This information has been redacted in accordance with Citigroup’s request for confidential treatment.

CITI B-1

We also note for the Staff that Citi utilized gray zone reserves during the first quarter of 2012 and that there were otherwise no material developments regarding gray zone matters during the quarter.  Accordingly, Citi does not intend to update its disclosures relating to gray zone in its upcoming Quarterly Report on Form 10-Q for the first quarter of 2012 (“First Quarter Form 10-Q”). However, Citi will quantify the aggregate amount of loans outstanding that currently or have previously charged interest rates in the gray zone, as set forth above, when and if it next updates this disclosure.

Citi Holdings — Local Consumer Lending

Payment Protection Insurance, page 34

2.              We note your disclosure related to the issuance, in 2008 and prior, of Payment Protection Insurance (PPI) by certain of your UK subsidiaries, 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 Services Authority (FSA). Please 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 original, or initial, reserve recorded, and when it was recognized. Please explain in more detail how this additional reserve estimate was developed, and whether it solely 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.

Citi recorded its initial reserve relating to PPI in the third quarter of 2009 (we clarify for the Staff that Citi’s disclosure does not indicate the UK regulators, particularly the FSA, have “recently” focused on this issue, but rather that this issue “has been, and continues to be, the subject of intense review and focus.”).  The initial reserve was [***] recorded in the third quarter of 2009, and a further reserve of [***] was added in the fourth quarter of 2009, with a balance at year-end 2009 of [***].  During 2010, Citi recorded an aggregate additional [***] to its PPI reserve, resulting in a balance of [***] as of year-end 2010.  None of these amounts in 2009 and 2010 materially impacted the results of operations of Citi Holdings — Local Consumer Lending, either on a quarterly or annual basis.

During 2011, Citi recorded the following additional reserves relating to PPI:

Q1 2011: [***]

Q2 2011: [***]

Q4 2011: [***]

As we disclosed, the substantial increase in the reserve build during 2011, particularly in the second quarter of 2011, reflected the FSA’s requirement in early 2011 for all firms engaged in the sale of PPI in the UK to review their historical PPI sales processes as well as proactively contact customers and invite them to have their individual sale reviewed.

With respect to the determination of the reserve, the reserve reflects two categories of sales: (1) those sales for which Citi is required to proactively contact customers (i.e., as disclosed, policies sold after January 2005); and (2) those sales for which Citi is only required to deal reactively with complaints (i.e., policies sold before January 2005).

[***] This information has been redacted in accordance with Citigroup’s request for confidential treatment.

CITI B-2

For pre-2005 sales, the reserve reflects projected volumes of complaints and payment rates based on historical run rates. For post-2005 sales, the reserve reflects those specific portfolios and time periods for which Citi has identified issues with its sales process, together with projected response rates to any direct customer contact exercise and the expected percentage of resulting responses for which Citi expects to pay redress (Citi has not yet commenced any customer contact exercise). As we disclose, Citi believes that the potential customer response to the direct customer contact exercise is subject to significant uncertainty and lack of predictability.

Citi’s existing PPI reserve consists solely of estimated amounts expected to be reimbursed to purchasers of the PPI policies (either directly to the customer or in certain cases indirectly to the purchasers of divested portfolios).

·            Given your disclosure that redress generally involves repayment of premiums and the refund of all contractual interest together with 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).

Citi advises the Staff that the total number of policies sold after January 2005 (across all applicable Citi businesses in the UK) was approximately [***], for which premiums totaling [***] were collected.  We also note for the Staff that Citi made no material build or release to its PPI reserve during the first quarter of 2012 and, accordingly, does not intend to update its disclosures relating to PPI in its upcoming First Quarter Form 10-Q.  However, Citi will disclose the total amount of policies sold, as set forth above, when and if it next updates this disclosure.

·                  Clarify whether you are still obligated under the policies for which you have provided redress.

As a general rule, if a customer is provided redress pursuant to a PPI mis-selling complaint, the customer’s policy is immediately cancelled and Citi does not have any further obligations under the policy.  However, for certain complaints relating to single premium policies, FSA rules permit Citi to conclude that the customer would have bought a policy with a monthly premium rather than a single premium.  If Citi elects this approach, then it must follow it consistently across all eligible customers and, in such circumstances, the customer would be offered continuation of insurance coverage (which the customer then has a choice to accept).

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. You disclose in footnote one to this table that the long-term debt line item represents “structural 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 redemption 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 future filings to either more appropriately entitle it “structural long-term debt” or to include the label non-GAAP within the line item description. Refer to Item 10(e)(1)(ii)(E) of Regulation S-K.

[***] This information has been redacted in accordance with Citigroup’s request for confidential treatment

CITI B-3

·                  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 with GAAP. Since this tabular disclosure does not present an end-of-period amount but, rather, a cash flow amount during the period, in lieu of a typical 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 the issuances and maturities table are also included or excluded from your expected long-term debt maturities tabular disclosure on page 49. If the structured notes amounts are included in this disclosure, please include a footnote that explains in which aging bucket they are included.

To the extent we include these disclosures in our future filings, Citi will revise its long-term debt issuances and maturities tables to include the revisions and information requested by the Staff.  Specifically:  (i) to the extent it includes the “structural long-term debt” metric, Citi will label it “structural long-term debt”; (ii) Citi will include the amount of structured notes excluded from the long-term debt amounts; and (iii) Citi will make clear whether or not the aggregate expected long-term debt maturities table includes the structured notes and, if included, where and in what bucket they are included.  Citi advises the Staff that the structured notes were included in the expected long-term debt maturities table on page 49 of the 2011 Annual Report on Form 10-K (“Form 10-K”), under “Senior/subordinated debt” line item, of which $0.4 billion was included in 2012, $0.9 billion was included in 2013, $0.5 billion was included in 2014, $0.5 billion was included in 2015, $0.4 was included in 2016 and $1.5 billion was included in 2017 and beyond.

Contractual Obligations, page 54

4.              We note that your table of contractual obligations appears to exclude the related interest expense on your long term debt obligations, which 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 for 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.

Citi will revise its contractual obligations table and accompanying disclosure in future filings, where such table or changes thereto are required to be included, to include the information requested by the Staff.

Managing Global Risk

Country and Cross-Border Risk, page 107

5.              We note your disclosure beginning here related to sovereign exposures, and acknowledge that such disclosure is enhanced in this Form 10-K due in part to guidance issued by the Division of Corporation Finance in CF Disclosure 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 loans 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 sense of your true net current exposure.

CITI B-4

Beginning with the First Quarter Form 10-Q, Citi intends to quantify the amount of loan loss reserves allocated to its funded loans and unfunded commitments for each of France and the GIIPS (in aggregate).  (The countries included in Citi’s disclosures may change over time, as suggested by the Staff in its disclosure guidance.)  This information will be included as a footnote to the Country Risk table, and thus investors will be able to determine the funded loan and unfunded commitments exposure net of reserves.

·                  You disclose that you purchase credit protection from financial institutions predominantly outside of GIIPS and France, and that you generally seek to purchase CDS products from counterparties that would not be correlated with the underlying credit exposure you are hedging. Please revise your future filings to describe in greater detail the types of counterparties from whom you purchase credit protection, and give an indication of those counterparties’ credit quality.

As a result of the Staff’s disclosure guidance, Citi substantially enhanced its disclosures regarding credit default swaps (“CDS”) in its Country Risk disclosures, including by adding an entirely separate and new section entitled “Credit Default Swaps.”  We believe this section includes much of the information requested by the Staff in its comment.  Specifically, Citi disclosed that it purchases CDS “with financial institutions that Citi believes are of high quality.”  We further state that “[t]he counterparty credit exposure that can arise from the purchase or sale of credit default swaps is usually covered by legally enforceable netting and margining agreements….”  We also state that “[w]ith respect to the $16.9 billion net purchased CDS contracts on underlying GIIPS reference entities, approximately 89% has been purchased from non-GIIPS counterparties.  With respect to the $10.4 billion net purchased CDS contracts on underlying French referenced entities, approximately 72% has been purchased from non-French counterparties.”  Citi believes that the disclosure provided adequately describes the types and credit quality of the counterparties from whom Citi has purchased credit protection and the risk management practices used to manage and mitigate the counterparty exposure.  Citi intends, however, to enhance its disclosure in the First Quarter Form 10-Q to (a) clarify that “high quality” means “investment grade” and (b) disclose the percentage of net purchased CDS contracts purchased from investment grade counterparties in each of the GIIPS and France.

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

Citi does not know what the Staff is referring to when it refers to “indirect” exposures, nor is such term understood or used by Citi management or internal risk in categorizing, managing or mitigating its risk associated with sovereign exposures.  (We also note that the Staff guidance does not appear to offer a definition of the term.)  Citi confirms for the Staff that we believe we have appropriately described the significant risks associated with its sovereign exposures in its Form 10-K, and we will continue to do so, so long as warranted.

Consolidated Financial Statements

Consolidated Statement of Cash Flows, page 136

6.              We note your presentation of Other, net within the operating activities section of your consolidated statement of cash flows for each of the three years ended December 31, 2011. Given