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) March 26, 2008
 


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:

o
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))



Citigroup Inc.
Current Report on Form 8-K

Item 8.01 Other Events.

On March 26, 2008, Citigroup Inc. issued a press release announcing that it has reached settlement agreements resolving the two largest remaining claims against Citigroup arising out of the collapse of Enron in 2001. Both settlements are fully covered by Citigroup’s existing litigation reserves.

Under the terms of one of the settlement agreements, Citigroup will pay $1.66 billion to Enron and withdraw certain claims in the Enron bankruptcy proceeding. Enron will release all of its claims against Citigroup and certain other parties.  Enron will also allow specified Citigroup-related claims in the bankruptcy proceeding, including all of the bankruptcy claims of parties holding approximately $2.4 billion of Enron credit-linked notes (“CLNs”).   Citigroup reached a separate settlement agreement resolving all disputes with the holders of the CLNs, including a suit against Citigroup pending in the Federal District Court in Houston.

The settlements provide that Citigroup denies any wrongdoing and has agreed to the settlements solely to eliminate the uncertainties, burden and expense of further protracted litigation. The Enron settlement agreements must be approved by the bankruptcy court.

A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit Number

99.1
Press release, dated March 26, 2008, 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: March 26, 2008 CITIGROUP INC.
 
 
 
 
 
 
  By:   /s/ Michael S. Helfer
 
Name: Michael S. Helfer
  Title: General Counsel and Corporate Secretary
 

 
EXHIBIT INDEX

Exhibit Number

99.1
Press release, dated March 26, 2008, issued by Citigroup Inc.



[logo]

For Immediate Release
Citigroup Inc. (NYSE: C)
March 26, 2008

CITI SETTLES ENRON ESTATE LITIGATION FOR $1.66 BILLION

Also Resolves Litigation With Holders of Enron Credit-Linked Notes

Settlements are Fully Covered by Existing Legal Reserves

NEW YORK - Citi today announced it has reached settlement agreements resolving the two largest remaining claims against Citi arising out of the collapse of Enron in 2001. Both settlements are fully covered by Citi’s existing litigation reserves.

The Enron Bankruptcy Estate (“Enron”) had filed bankruptcy and fraud claims against Citi in the United States Bankruptcy Court in New York totaling approximately $21 billion. Under the terms of the settlement agreement, Citi will pay $1.66 billion to Enron and withdraw certain claims in the Enron bankruptcy proceeding.

Enron will release all of its claims against Citi and certain other parties.  Enron will also allow specified Citi-related claims in the bankruptcy proceeding, including all of the bankruptcy claims of parties holding approximately $2.4 billion of Enron credit-linked notes (“CLNs”).   Citi reached a separate settlement agreement resolving all disputes with the holders of the CLNs, including a suit against Citi pending in the Federal District Court in Houston.

The settlements provide that Citi denies any wrongdoing and has agreed to the settlements solely to eliminate the uncertainties, burden and expense of further protracted litigation. The Enron settlement agreements must be approved by the bankruptcy court.

Citi made the following statement about the settlements: “We are pleased to have reached a successful resolution of the two largest outstanding matters dating from the Enron disputes.”
 
###

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

Media Contacts:
Shannon Bell
(212) 793-6206
 
Michael Hanretta
(212) 559-9466
 
Christina Pretto
(212) 559-9560
     
Investors:
Scott Freidenrich
(212) 559-2718
     
Fixed Income Investors:
Maurice Raichelson
(212) 559-5091