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) November 7, 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 November 7, 2002, among the Company and Salomon Brothers International Limited, WestLB AG, London Branch, Barclays Bank PLC, BNP Paribas, CDC IXIS Capital Markets, Bank Brussels Lambert S.A. and UBS AG, acting through its business group UBS Warburg, as Underwriters, relating to the offer and sale of the Company's 4.625% Notes due November 14, 2007. 4.01 Form of DTC Global Note for the Company's 4.625% Notes due November 14, 2007. 4.02 Form of International Global Note for the Company's 4.625% Notes due November 14, 2007. 4.03 Form of Fiscal Agency Agreement among the Company, Citibank, N.A. and Dexia Banque Internationale a Luxembourg S.A. 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: November 14, 2002 CITIGROUP INC. By: /s/ Charles E. Wainhouse ------------------------ Charles E. Wainhouse Assistant Treasurer 3