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Amendments to Articles of Incorporation or

(a) On November12, 2015, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R. The Certificate of Designations amended Citigroups Restated Certificate of Incorporation, as amended, and was effective immediately on filing.

A copy of the Certificate of Designations is being filed as an exhibit to this Form 8-K and is incorporated herein by reference in its entirety.

Item9.01

Financial Statements and Exhibits.

(d)

Exhibits:

ExhibitNo.

Descri ption

1.1

Underwriting Agreement, dated November 5, 2015, among Citigroup Inc. and the underwriters named therein, relating to the offer and sale of Depositary Shares each representing a 1/25

th

interest in a share of 6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock...


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