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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.


Financial Statements and Exhibits.




Descri ption


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


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