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) June 14, 2005 --------------------------- 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) 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Attached hereto as Exhibit 10.1 is a Letter Agreement, dated June 14, 2005, between Citigroup Inc. and Lewis B. Kaden. Under the terms of the Letter Agreement, Mr. Kaden will join Citigroup as Vice Chairman and Chief Administrative Officer no later than September 6, 2005 and will become a member of the Business Heads Committee, the Citigroup Management Committee and the Citigroup Business Practices Committee. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number -------------- 10.1 Letter Agreement, dated June 14, 2005, between Citigroup Inc. and Lewis B. Kaden. 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 16, 2005 CITIGROUP INC. By: /s/ Michael S. Helfer --------------------------------------- Name: Michael S. Helfer Title: General Counsel and Corporate Secretary EXHIBIT INDEX Exhibit Number - -------------- 10.1 Letter Agreement, dated June 14, 2005, between Citigroup Inc. and Lewis B. Kaden.