SEC Company Response from CITIGROUP INC (C, C-PN) (CIK 0000831001) (C) — May 11, 2011
CITIGROUP INC (C, C-PN) (CIK 0000831001)
Date: May 11, 2011 · CIK: 0000831001 · Accession: 0000950123-11-048774
AI Filing Summary & Sentiment
File numbers found in text: 333-172554
Letter
VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance Re: Citigroup Funding Inc. Citigroup Inc. Registration Statement on Form S-3 (File No. 333-172554)
Dear Mr. Webb and Mr. Seaman:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Citigroup Funding Inc. and Citigroup Inc. (the “Registrants”) hereby request acceleration of the effective date of the Registration Statement on Form S-3 (No. 333-172554) so that it will become effective at noon, New York City time, on May 12, 2011, or as soon thereafter as practicable.
The Registrants hereby acknowledge that (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions on this matter, please call the undersigned at (718) 248-4107.
Very truly yours,
CITIGROUP INC.
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CITIGROUP FUNDING INC.
CITIGROUP INC.
399 Park Avenue
New York, New York 10043
May 11, 2011
VIA EDGAR AND FACSIMILE
Mark Webb, Legal Branch Chief
Michael Seaman, Special Counsel
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-010
Re:
Citigroup Funding Inc.
Citigroup Inc.
Registration Statement on Form S-3 (File No. 333-172554)
Dear Mr. Webb and Mr. Seaman:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Citigroup Funding Inc. and
Citigroup Inc. (the “Registrants”) hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (No. 333-172554) so that it will become effective at noon, New
York City time, on May 12, 2011, or as soon thereafter as practicable.
The Registrants hereby acknowledge that (1) should the Securities and Exchange Commission (the
“Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing; (2) the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the
filing effective, does not relieve the Registrants from their full responsibility for the adequacy
and accuracy of the disclosure in the filing; and (3) the Registrants may not assert staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.
If you have any questions on this matter, please call the undersigned at (718) 248-4107.
Very truly yours,
CITIGROUP INC.
By:
/s/ Michael J. Tarpley
Name: Michael J. Tarpley
Title: Associate General
Counsel-Capital Markets
CITIGROUP FUNDING INC.
By:
/s/ Douglas C. Turnbull
Name: Douglas C. Turnbull
Title: Associate General Counsel-Capital
Markets & Corporate Reporting of
Citigroup Inc. and
Counsel to Citigroup Funding Inc.