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) August 19, 2002 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 10043 (Address of principal executive offices) (Zip Code) (212) 559-1000 (Registrant's telephone number, including area code) CITIGROUP INC. Current Report on Form 8-K Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibits: Exhibit No. Description ----------- ----------- 1.01 Terms Agreement, dated August 19, 2002, among the Company and Salomon Smith Barney Inc., Banc One Capital Markets, Inc., Banc of America Securities LLC, Barclays Capital Inc., Bear, Stearns & Co. Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc., McDonald Investments Inc., a KeyCorp Company, Melvin Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Underwriters, relating to the offer and sale of the Company's 5.625% Subordinated Notes due August 27, 2012. 4.01 Form of Note for the Company's 5.625% Subordinated Notes due August 27, 2012. 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: August 26, 2002 CITIGROUP INC. By: /s/ Charles E. Wainhouse Charles E. Wainhouse Assistant Treasurer 3