425

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): October 31, 2007

Citigroup Inc.

(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation) 1-9924
(Commission File Number) 52-1568099
(IRS Employer
Identification No.)

399 PARK AVENUE, NEW YORK,
NEW YORK (Address of principal executive offices)   10043 (Zip Code)

Registrant's telephone number, including area code: (212) 559-1000

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:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

Item 1.01 Entry Into A Material Definitive Agreement.

On October 31, 2007, Citigroup Inc. (“Citigroup”) announced that Citigroup Japan Holdings Ltd., a wholly-owned subsidiary of Citigroup (“Citigroup Japan Holdings”), and Nikko Cordial Corporation (“Nikko Cordial”) have entered into a definitive share exchange agreement (the “Share Exchange Agreement”) to reflect the final terms of the previously announced share exchange transaction in which Nikko Cordial will become a 100%-owned subsidiary of Citigroup Japan Holdings. Subject to the approval by Nikko Cordial shareholders at the extraordinary general meeting of shareholders scheduled for December 19, 2007, the effective date of the share exchange is scheduled for January 29, 2008.

Under the terms of the Share Exchange Agreement, Nikko Cordial’s shareholders, other than Citigroup Japan Holdings, will be entitled to receive Citigroup shares. The exchange ratio (to be based on an expected value of ¥1,700 per Nikko Cordial share) will be determined using the average volume-weighted average prices of Citigroup shares on the New York Stock Exchange, subject to a minimum average of $37.00 and a maximum average of $58.00, during the period commencing on (and including) January 15, 2008 and ending on (and including) January 17, 2008 and converted to yen using the average dollar to yen exchange rate for that same period. Nikko Cordial shareholders who would otherwise be entitled to receive a fraction of less than one whole Citigroup share as part of the share exchange will instead receive cash in lieu of that fractional share.

Item 8.01 Other Events.

Citigroup also announced its agreement with Nikko Cordial on the following additional items: (i) Citigroup has committed to announce its earnings for the quarter and year ending December 31, 2007 by the opening of trading in New York on January 15, 2008; (ii) at the Nikko Cordial extraordinary meeting of shareholders scheduled for December 19, 2007, Nikko Cordial shareholders will be asked to approve a change in Nikko Cordial’s fiscal year end to December 31 (from March 31), beginning with the fiscal year ending December 31, 2007; and (iii) pending completion of the share exchange, Nikko Cordial has agreed not to declare or pay any dividends on Nikko Cordial shares after the dividend for the quarter ended September 30, 2007.

A copy of the press release announcing the share exchange agreement is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibits
	Exhibit No.		Description
	10.1		Share Exchange Agreement, dated October 31, 2007, by and between Citigroup Japan Holdings Ltd. and Nikko Cordial Corporation (English Translation).
	99.1		Press Release, dated October 31, 2007, issued by Citigroup Inc.

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: October 31, 2007

CITIGROUP INC.
By:	/s/ Michael S. Helfer
Name: Michael S. Helfer Title:   General Counsel and                Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Share Exchange Agreement, dated October 31, 2007, by and between Citigroup Japan Holdings Ltd. and Nikko Cordial Corporation (English Translation).
99.1	Press Release, dated October 31, 2007, issued by Citigroup Inc.

EX-10

Exhibit 10.1

<English Translation>

Share Exchange Agreement

CITIGROUP JAPAN HOLDINGS LTD., a kabushiki kaisha having its offices at 3-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan (“CJH”), and NIKKO CORDIAL CORPORATION, a kabushiki kaisha having its offices at 6-5 Nihonbashi Kabuto-cho, Chuo-ku, Tokyo 103-8225, Japan (“NCC”), hereby execute the following Share Exchange Agreement as of October 31, 2007 (hereinafter referred to as the “Agreement”). CJH is a wholly-owned first-tier subsidiary of Citigroup Inc., a Delaware corporation (“Citigroup”).

Article 1     (Share Exchange)

CJH and NCC shall execute a share-for-share exchange as a result of which CJH shall become the absolute parent company of NCC and NCC shall become a wholly-owned subsidiary of CJH (the “Share Exchange”). As a consequence of the Share Exchange, CJH shall acquire the entire issued stock of NCC, except the stock of NCC owned by CJH, in exchange for shares of common stock of Citigroup (the “Citigroup Shares”) in the manner described in Article 2 below.

Article 2     (Shares to be Delivered in Share Exchange and Allotment)

2.1            Upon the execution of the Share Exchange, CJH shall deliver to the shareholders of NCC (including beneficial shareholders, but excluding CJH), as entered or recorded in the shareholders’ register of NCC (hereinafter including the beneficial shareholders’ register) as of the time (the “Reference Time”) immediately preceding the time when CJH acquires the entire issued stock of NCC (except the stock of NCC already owned by CJH), the number of Citigroup Shares obtained by multiplying the total number of shares of common stock of NCC owned by the shareholders of NCC (excluding CJH) as entered or recorded in the shareholders’ register of NCC as of the Reference Time (“NCC Shares”) by the Exchange Shares. “Exchange Shares” means, with respect to each NCC Share, the number of Citigroup Shares into which such NCC Share will be exchanged, calculated in accordance with the following formula:

Exchange Shares = ¥ 1,700 /((Citigroup Average Price)(Exchange Rate)), where

“Citigroup Average Price” means the average of the volume- weighted average prices per Citigroup Share on the New York Stock Exchange on each of the trading days in the Valuation Period; provided that, notwithstanding the foregoing, if the Citigroup Average Price as so determined is greater than $58.00, then the Citigroup Average Price shall be $58.00, and if the Citigroup Average Price as so determined is less than $37.00, then the Citigroup Average Price shall be $37.00 (such share prices to be adjusted, if applicable, for any Capital Transaction);

<English Translation>

“Valuation Period” means the period commencing on (and including) January 15, 2008 and ending on (and including) January 17, 2008, Eastern Standard Time;

“Exchange Rate” means the average of the mean of the exchange rate quotations for buying and selling spot dollars in Tokyo by telegraphic transfer against Japanese yen, as quoted by The Bank of Tokyo—Mitsubishi UFJ, Ltd. (or, if it does not provide such quotations, Sumitomo Mitsui Banking Corporation), expressed as a number of yen per one U.S. dollar, as of 11:00 a.m. (Tokyo time) on each of the Business Days from January 15, 2008 (inclusive) to January 17, 2008 (inclusive).

“Business Day” means a day on which banks are open for business in both Tokyo, Japan and New York, New York, U.S.A.

Exchange Shares shall be calculated to the extent of thousandths of a Citigroup Share, rounded to the nearest multiple of 0.002 (rounded up in the case of equidistant rounded numbers).

2.2           Upon the execution of the Share Exchange, CJH shall allot to each shareholder of NCC (including beneficial shareholders, but excluding CJH) as entered or recorded in the shareholders’ register of NCC as of the Reference Time a number of Citigroup Shares equal to the product of the Exchange Shares and the number of NCC Shares owned by such shareholder as entered or recorded in the shareholders’ register of NCC as of the Reference Time.

2.3           Notwithstanding the foregoing, if a Capital Transaction occurs as of a record date during or after the Valuation Period but before the Effective Date (as defined in Article 3 below, hereinafter the same shall apply), the Exchange Shares shall be adjusted proportionately to the relevant ratio of such Capital Transaction, and if a Capital Transaction occurs as of a record date during the Valuation Period the volume-weighted average price per Citigroup Share for all trading days within the Valuation Period prior to such record date shall be adjusted proportionately to such relevant ratio, in each case so as to put NCC shareholders in the same position that they would have been in had such Capital Transaction not taken place. A “Capital Transaction” means a stock dividend, stock split, reverse stock split or similar transaction in connection with the Citigroup Shares that would reasonably require an adjustment of the formula set out in Article 2.1 hereof. In addition, if a cash dividend is declared as of a record date during January 2008 before the Effective Date, an appropriate adjustment shall be made to the Exchange Shares to reflect the diminution in value of the Citigroup Shares delivered at the Effective Date as a result of the dividend declaration.

2.4           Notwithstanding the foregoing, if the number of Citigroup Shares that would be delivered to any NCC shareholder upon the Effective Date includes a fraction of less than one, CJH shall deliver to such shareholder an amount of cash (“hasu-choseikin”) equal, rounded as necessary up to the nearest whole yen, to the product of such fraction and the Market Price in lieu of the number of Citigroup Shares equal to

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<English Translation>

such fraction. For the purpose of this paragraph, “Market Price” shall mean the price per Citigroup Share in the last sales transaction which is made prior to the day immediately before the Effective Date (US Eastern Standard Time) on the New York Stock Exchange, converted into Japanese yen, rounded as necessary up to the nearest whole yen, at the mean of the last exchange rate quotations for buying and selling spot dollars in Tokyo by telegraphic transfer against Japanese yen, as quoted immediately before the Effective Date by The Bank of Tokyo—Mitsubishi UFJ, Ltd. (or, if it does not provide such quotations, Sumitomo Mitsui Banking Corporation).

Article 3     (Effective Date)

The date on which the Share Exchange shall become effective (hereinafter referred to as the “Effective Date”) shall be January 29, 2008.

Article 4     (General Meeting for Approval of the Share Exchange)

4.1           NCC shall convene an extraordinary general meeting of shareholders, scheduled to be held on December 19, 2007 (the “Shareholders Meeting”), and submit an agenda at the Shareholders Meeting permitting a vote on this Agreement and the resolution of any matters which shall be necessary to execute the Share Exchange, provided, however, that such schedule may be modified upon consultation and agreement between CJH and NCC in the event such modification is necessary under the applicable procedural requirements for the Share Exchange or other reasons.

4.2           CJH shall convene and seek its shareholder’s approval of the Share Exchange at an extraordinary general meeting of shareholders of CJH scheduled to be held prior to the Effective Date. CJH represents and warrants to NCC that Citigroup, its sole shareholder, has agreed to vote in favor of the Share Exchange at such meeting.

Article 5     (Limitation on Distribution of Surplus)

NCC shall not declare or pay any dividend on the NCC Shares, after the dividend for the quarter ended September 30, 2007, while the transactions contemplated by this Agreement are pending. The parties acknowledge that those who received Citigroup Shares in the Share Exchange and keep holding them will be entitled to receive dividends declared on the Citigroup Shares as of any record date after the Effective Date.

Article 6     (Management of Company Property, etc.)

6.1            From the date of this Agreement to the Effective Date, NCC shall conduct its business and manage and operate its property with the duty of care and diligence of a good manager, in accordance with its ordinary and usual practice, and in substantially the same manner as customarily conducted, and if NCC intends to engage in any course of action which may have a material impact on its property, rights or obligations, such course of action may only be performed after consultation with CJH and having received its consent thereto. From the date of this Agreement to the Effective Date, NCC shall not issue or allot any new NCC Shares or share purchase warrants (shinkabu yoyaku-ken) or dispose of any treasury shares or share purchase warrants unless required by law or the

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<English Translation>

terms of NCC share purchase warrants (shinkabu-yoyaku-ken) or rights to purchase shares (shinkabu-hikiuke-ken), or split its shares.

6.2           From the date of this Agreement to the Effective Date, CJH shall conduct its business and manage and operate its property in such a manner as will not in any way interfere with its ability to consummate the Share Exchange and fulfill its other obligations under this Agreement. CJH represents and warrants that as of the Effective Date it will own beneficially and of record sufficient Citigroup Shares, without any security interests or other encumbrances, to deliver all Citigroup Shares to be issued in the Share Exchange in accordance with Article 2.1.

6.3           With respect to the starting date of maintenance of absorbing merger agreement and others (kyushugappei-keiyaku-to bichikaishi-bi), NCC shall cause Article 782, Paragraph 2, Item 1 of the Corporate Law to apply to the Share Exchange unless otherwise agreed between CJH and NCC.

Article 7     (Termination of Agreement)

7.1           Upon the occurrence of any material event beyond the reasonable control of either party hereto that makes the completion of the Share Exchange impossible or impracticable, this Agreement may be modified or terminated upon mutual written agreement of both parties hereto after mutual consultation.

7.2           If after October 2, 2007 there has been a change or event that has had, or is reasonably likely to have, a material adverse effect on the business, financial condition or results of operations of NCC and its subsidiaries, taken as a whole, excluding changes in economic conditions affecting market participants generally, CJH and NCC may modify the terms and conditions of the Share Exchange upon consultation and mutual agreement or CJH may terminate this Agreement by written notice to NCC; provided that if the convocation notice for the Shareholders Meeting has been sent to NCC shareholders, any modifications shall either (x) be to the extent permitted without sending a new convocation notice or (y) require the transmittal of a new convocation notice reflecting such modifications.

7.3           If the Citigroup Average Price as determined without giving effect to the proviso contained in the definition thereof is below $26.00 (adjusted, if applicable, for any Capital Transaction), then within two Business Days after the end of the Valuation Period NCC may terminate this Agreement by written notice to CJH.

Article 8     (Effectiveness of this Agreement)

This Agreement shall become null and void in the event that the approval of the Share Exchange by the Shareholders Meeting or the competent authorities as required by applicable laws and regulations is not obtained, and the Share Exchange has not occurred, by April 28, 2008.

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<English Translation>

Article 9     (Consultation)

Except as provided in this Agreement, any matter which is necessary for the execution of the Share Exchange shall be determined through consultation and agreement between CJH and NCC consistent with the purpose and intent of this Agreement.

Article 10     (Governing Law)

This Agreement shall be governed by and construed in accordance with the laws of Japan.

IN WITNESS WHEREOF, two original copies of this Agreement have been prepared, and after affixing their seals on the date first written above, each party shall retain one copy.

CJH:	CITIGROUP JAPAN HOLDINGS LTD.
	Douglas L. Peterson  Representative Director & CEO

NCC:	NIKKO CORDIAL CORPORATION
	Shoji Kuwashima  Representative Executive Officer,  President & CEO

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EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

Citigroup Inc. (NYSE: C)

October 31, 2007

Citi and Nikko Cordial Sign Definitive Share Exchange Agreement

Tokyo/New York – Citi announced today that Citigroup Japan Holdings Ltd. and Nikko Cordial Corporation have signed a definitive share exchange agreement to reflect the final terms of the previously announced share exchange transaction in which Nikko Cordial will become a 100%-owned subsidiary of Citi.

The share exchange agreement was signed following consultations by Citi and Nikko Cordial with governmental authorities and securities industry participants to address various operational issues relating to the share exchange, which is the first transaction of its kind undertaken in Japan.

The agreement signed today, executed pursuant to the basic agreement on the share exchange announced on October 2, 2007, contains the following material terms relating to the share exchange:

• Exchange ratio. The exchange ratio (which as previously announced will be based on a value of ¥1,700 per Nikko Cordial share) will be determined using the average volume-weighted average prices of Citigroup shares on the New York Stock Exchange during the period commencing on (and including) January 15, 2008 and ending on (and including) January 17, 2008.

• Effective date. The effective date of the share exchange will be January 29, 2008, subject to approval by Nikko Cordial shareholders at the extraordinary general meeting of shareholders scheduled for December 19, 2007.

• Cash in lieu of fractional shares. Nikko Cordial shareholders who would otherwise be entitled to receive a fraction of less than one whole Citigroup share as part of the share exchange will instead receive cash in lieu of that fractional share.

Citi also announced that it had agreed with Nikko Cordial on the following additional items in connection with the share exchange transaction:

• Announcement of quarterly earnings. Citi has committed to announce its earnings for the quarter and year ending December 31, 2007, in customary summary format, by no later than the opening of trading in New York on January 15, 2008.

• Change of fiscal and tax years. In anticipation of Nikko Cordial becoming a 100%-owned subsidiary of Citi, Nikko Cordial shareholders will be asked to approve a change in Nikko Cordial’s articles of incorporation in order to change

Nikko Cordial’s fiscal year end to December 31 (from March 31), beginning with the fiscal year ending December 31, 2007. Approval for this change will be sought at the extraordinary meeting of shareholders scheduled for December 19, 2007. Changing Nikko Cordial’s fiscal year to December 31 will cause Nikko Cordial’s tax year end to be changed to December 31.

• Dividend payments. Pending completion of the share exchange transaction, Nikko Cordial has agreed that it will not declare or pay any dividend on Nikko Cordial shares after the dividend for the quarter ended September 30, 2007. Former Nikko Cordial shareholders who become entitled to receive Citigroup shares on January 29, 2008 as part of the share exchange and who continue to hold those shares as of any subsequent record date will, however, be entitled to receive any dividends paid on those Citigroup shares.

Additional information regarding the share exchange will be made available in the convocation notice that Nikko Cordial is required to send to its shareholders in advance of the December 19, 2007 extraordinary general meeting, and in the prospectus described below.

Important Notice

This press release is for informational purposes only and does not constitute an offer of any Citigroup or other securities or a solicitation of a proxy in relation to the share exchange. In connection with the share exchange, Citigroup has filed with the U.S. Securities and Exchange Commission a registration statement on Form S-4. Shareholders of Nikko Cordial are urged to read the prospectus included within the registration statement, because it contains important information. Shareholders will be able to obtain a free copy of the prospectus, as well as other information about Citigroup, without charge, at the Securities and Exchange Commission website (http://www.sec.gov). Copies of the prospectus and the filings with the Securities and Exchange Commission that are incorporated by reference in the prospectus can also be obtained, without charge, from Citigroup Document Services at 877 936 2737 inside the United States (outside the United States at 718 765 6514), by e-mailing a request to docserve@citigroup.com, or by writing to: Citigroup Document Services, 140 58th Street, Suite 8G, Brooklyn, NY 11220.

# # #

Media: Investors:

In Japan		Equity Investors
Corporate Affairs	81-3-5223-8699	Arthur Tildesley	1-212-559-2718

In New York		Fixed Income Investors
Christina Pretto	1-212-559-9560	Maurice Raichelson	1-212-559-5091
Michael Hanretta	1-212-559-9466

Citi, the leading global financial services company, has some 200 million customer accounts and does business in more than 100 countries, providing consumers, corporations, governments and institutions with a broad range of financial products and services,

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including  consumer banking and credit, corporate and investment banking, securities brokerage, and wealth management. Citi's major brands include Citibank, CitiFinancial, Primerica, Citi Smith Barney and Banamex. Additional information may be found at www.citigroup.com or www.citi.com.

Certain statements in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors. More information about these factors is contained in Citigroup's filings with the Securities and Exchange Commission.

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