SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | June 29, 2012 |
| Citigroup Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 1-9924 | 52-1568099 |
| (State or other | (Commission | (IRS Employer |
| jurisdiction of | File Number) | Identification No.) |
| incorporation) |
| 399 Park Avenue, New York, New York | 10022 |
| (Address of principal executive offices) | (Zip Code) |
| (212) 559-1000 |
| (Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
CITIGROUP INC.
Current Report on Form 8-K
Item 9.01Financial Statements and Exhibits.
| (d) | Exhibits: | |
| Exhibit No. | Description | |
| 1.01 | Terms Agreement, dated June 25, 2012, among the Company and the underwriters named therein, relating to the offer and sale of the Company’s 6.250% Notes due June 29, 2017. | |
| 4.01 | Form of DTC Note for the Company's 6.250% Notes due June 29, 2017. | |
| 4.02 | Form of International Note for the Company's 6.250% Notes due June 29, 2017. | |
| 4.03 | Agency Agreement, dated June 29, 2012, between the Company and Citibank, N.A. | |
| 5.01 | Opinion of Michael J. Tarpley, Esq. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 29, 2012 | CITIGROUP INC. | ||
| By: | /s/ Joseph Bonocore | ||
| Joseph Bonocore | |||
| Assistant Treasurer | |||
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