Mr. Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: File No. S7-22-02

Dear Mr. Katz:

This letter is submitted by Citigroup Inc. ("Citigroup"), the largest financial institution in the United States. Citigroup is the parent of both Salomon Smith Barney Inc., a major broker dealer, and Citibank, N.A., a premier global bank. This letter is in response to the request of the Securities and Exchange Commission (the "Commission") for comments on the Commission's proposed rules regarding additional disclosure requirements and acceleration of filing dates for Form 8-K set forth in Release Nos. 33-8106; 34-46084 (the "Release"). We appreciate the opportunity to comment on the matters discussed in the Release.

We commend the Commission for its efforts to require more rapid disclosure of important corporate events, and believe that the Commission's general approach is consistent with the recently enacted Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act").1 As our Chairman, Sandy Weill, announced on August 7, 2002, Citigroup is committed to greater transparency in the disclosure of structured finance transactions and it is our policy to engage in such transactions only with clients who agree to make prompt disclosure of the details of such transactions, including management's analysis of the net effect thereof on the financial condition of the company, the nature and amount of the obligations incurred in connection with such transactions, and a description of events that may cause an obligation to arise, increase or become accelerated under such transactions. We view the goals and objectives of the Commission `s Release as complementary to the goals and objectives of Citigroup's own disclosure policy initiative. As one of the principal providers of structured finance products in the world, Citigroup believes that the Commission's efforts to promote greater transparency and more prompt disclosure as described in the Release are critically important both to the providers and users of such products, as well as to their investors.

We have the following comments on proposed disclosure Item 2.03.

Item 2.03 Creation of a Direct or Contingent Financial Obligation that is Material to the Registrant

  • The "materiality" of a particular direct or contingent financial obligation should be determined on an aggregate basis taking into account a company's other like or substantially similar direct or contingent financial obligations. To the extent that a direct or contingent financial obligation of a company, when taken together with all other then existing like or substantially similar direct or contingent financial obligations of such company, is material, then the company should be required to make the same disclosures called for by Item 2.03 for all such obligations on an aggregate basis. Without such an aggregation concept, a company might incur a series of individual like or substantially similar direct or contingent financial obligations that would be, in the aggregate, material to the company, but that would not be subject to the disclosure requirements of Item 2.03 because each such individual obligation, by itself, would not be material.

    For like or substantially similar transactions that are material only in the aggregate, the company should be permitted to make disclosure on an aggregate basis rather than for each individual obligation. This aggregate disclosure approach would be more useful to a reasonable investor and less onerous for a company.

  • A company's obligation to disclose its management's analysis of the effect of the direct or contingent financial obligation on the company should be further refined. It should be clarified that the management's analysis of the effect of a direct or contingent obligation on the company should be a broad one, taking into account the full impact of the obligation on the company's financial condition, cash flow and results of operations, as well as offsetting and hedging transactions.

We appreciate the opportunity to comment on the Release and applaud the Commission's efforts to increase transparency in the capital markets. Should you have any questions or comments, please do not hesitate to contact me at 212-816-3329. Thank you very much for your attention.

            Very truly yours,

            Marcy Engel
            Managing Director & Managing Deputy
            General Counsel
            Citigroup Inc.

cc: The Honorable Harvey Pitt, Chairman
The Honorable Cynthia A. Glassman, Commissioner
The Honorable Harvey J. Goldschmid, Commissioner
The Honorable Paul S. Atkins, Commissioner
The Honorable Roel C. Campos, Commissioner

1 Sarbanes-Oxley Act of 2002, Pub. L. No. 107-204, 116 Stat. 745 (2002).