UNITED STATES
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) | September 27, 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 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 1.01 | Terms Agreement, dated September 20, 2012, among Citigroup Inc. (the “Company”) and the underwriters named therein, relating to the offer and sale of the Company’s Floating Rate Notes due September 27, 2017. | |
| 4.01 | Form of Note for the Company’s Floating Rate Notes due September 27, 2017. | |
| 5.01 | Opinion of Michael J. Tarpley, Esq. |
| 2 |
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: September 27, 2012 | CITIGROUP INC. | |
| By: | /s/ Michael J. Tarpley | |
| Michael J. Tarpley | ||
| Assistant Secretary |
| 3 |
Exhibit Index
| Exhibit No. | Description | |
| 1.01 | Terms Agreement, dated September 20, 2012, among the Company and the underwriters named therein, relating to the offer and sale of the Company’s Floating Rate Notes due September 27, 2017. | |
| 4.01 | Form of Note for the Company’s Floating Rate Notes due September 27, 2017. | |
| 5.01 | Opinion of Michael J. Tarpley, Esq. |
| 4 |