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): February 13, 2003 CITIGROUP INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-9924 No. 52-1568099 (State or Other Jurisdiction (Commission File (IRS Employer Identification of Incorporation) Number) No.) 399 Park Avenue, New York, New York 10043 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 559-1000 Not Applicable (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS In connection with the issuance by Citigroup Capital IX of capital securities described in the Prospectus dated February 5, 2003, our tax counsel rendered an opinion regarding certain tax matters. A copy of that opinion is filed as exhibit 99 to this report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibits: The following exhibit is filed herewith: Exhibit 99 Opinion regarding certain tax matters. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CITIGROUP INC. Date: February 13, 2003 By: /s/ Guy R. Whittaker ------------------------------- Name: Guy R. Whittaker Title: Treasurer 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- Exhibit 99 Opinion regarding certain tax matters.