Bond CITIGROUP INC 6.875% ( US172967EP21 ) in USD

CITIGROUP INC

117.482 % ▲

United States

US172967EP21 ( in USD )

6.875% per year ( payment 2 times a year)

05/03/2038

Prospectus brochure of the bond CITIGROUP INC US172967EP21 en USD 6.875%, maturity 05/03/2038

172967EP2

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

05/03/2025 ( In 159 days )

The Bond issued by CITIGROUP INC ( United States ) , in USD, with the ISIN code US172967EP21, pays a coupon of 6.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 05/03/2038

The Bond issued by CITIGROUP INC ( United States ) , in USD, with the ISIN code US172967EP21, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by CITIGROUP INC ( United States ) , in USD, with the ISIN code US172967EP21, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 y50430b2e424b2.htm PROSPECTUS SUPPLEMENT
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-132177
The filing fee of $98,250.00 is calculated in accordance with Rule 457(r) of the Securities Act of 1933. The filing fee of
$98,250.00 is applied against the remaining $771,703.88 of the registration fee paid on September 27, 2006 by Citigroup
Inc., and $673,453.88 remains available for future registration fees. No additional registration fee has been paid with respect
to this offering.
PROSPECTUS SUPPLEMENT
(to prospectus dated March 2, 2006)
$2,500,000,000

6.875% Notes due 2038
The notes will mature on March 5, 2038. The notes will bear interest at a fixed rate of 6.875% per annum. Interest on
the notes is payable semi-annually on the 5th day of each March and September, commencing September 5, 2008. The notes
may not be redeemed prior to maturity unless changes involving United States taxation occur which could require Citigroup
to pay additional amounts, as described under "Description of Debt Securities -- Payment of Additional Amounts" and "--
Redemption for Tax Purposes" in the accompanying prospectus.
The notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful to make
such offers. Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange, but
Citigroup is not required to maintain this listing. See "Description of Debt Securities -- Listing" in the accompanying
prospectus.
Neither the Securities and Exchange Commission nor any state securities commission nor the Luxembourg Stock
Exchange has approved or disapproved of these notes or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Note

Total

Public Offering Price
99.322%
$ 2,483,050,000
Underwriting Discount 0.875%
$
21,875,000
Proceeds to Citigroup (before expenses)
98.447% $ 2,461,175,000
Interest on the notes will accrue from March 5, 2008 to the date of delivery. Net proceeds to Citigroup (after expenses)
are expected to be approximately $2,461,000,000.
The underwriters are offering the notes subject to various conditions. The underwriters expect that the notes will be ready
for delivery in book-entry form only through The Depository Trust Company, Clearstream or the Euroclear System on or
about March 5, 2008.
The notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup and are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
Citi
Bear, Stearns & Co. Inc.
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Deutsche Bank Securities

Lehman Brothers

Merrill Lynch & Co.
Banc of America Securities LLC
Barclays Capital
Cabrera Capital Markets, LLC
CastleOak Securities, L.P.
RBS Greenwich Capital
UBS Investment Bank
February 27, 2008
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TABLE OF CONTENTS

Page

Prospectus Supplement
Selected Historical Financial Data
S-3
Description of Notes
S-4
Underwriting
S-5
Legal Opinions
S-10
General Information
S-10
Prospectus
Prospectus Summary
1
Forward-Looking Statements
7
Citigroup Inc.
7
Use of Proceeds and Hedging
8
European Monetary Union
9
Description of Debt Securities
9
United States Tax Documentation Requirements
34
United States Federal Income Tax Considerations
36
Currency Conversions and Foreign Exchange Risk Affecting Debt Securities Denominated in a Foreign

Currency
43
Description of Common Stock Warrants
44
Description of Index Warrants
46
Description of Capital Stock
49
Description of Preferred Stock
50
Description of Depositary Shares
53
Description of Stock Purchase Contracts and Stock Purchase Units
55
Plan of Distribution
56
ERISA Considerations
58
Legal Matters
59
Experts
59
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.
Citigroup is not making an offer to sell the notes in any jurisdiction where their offer and sale is not permitted. You should
assume that the information appearing in this prospectus supplement and the accompanying prospectus, as well as
information Citigroup previously filed with the Securities and Exchange Commission and incorporated by reference, is
accurate only as of the date of the applicable document.
The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus supplement and
the accompanying prospectus.
Each of the prospectus and prospectus supplement is an advertisement for the purposes of applicable measures
implementing the European Council Directive 2003/ 71/ EC (such Directive, together with any applicable implementing
measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A listing prospectus prepared
pursuant to the Prospectus Directive will be published, which can be obtained from Registre de Commerce et des Sociétés à
Luxembourg so long as any of the notes are outstanding and listed on the Luxembourg Stock Exchange.
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The distribution or possession of this prospectus and prospectus supplement in or from certain jurisdictions may be
restricted by law. Persons into whose possession this prospectus and prospectus supplement come are required by Citigroup
and the underwriters to inform themselves about, and to observe any such restrictions, and neither Citigroup nor any of the
underwriters accepts any liability in relation thereto. See "Underwriting".
In connection with this issue, Citigroup Global Markets Inc. as stabilizing manager (or persons acting on behalf of the
stabilizing manager) may over-allot notes (provided that the aggregate principal amount of notes allotted does not exceed
105% of the aggregate principal amount of the notes) or effect transactions with a view to supporting the market price of the
notes at a higher level than that which might otherwise prevail. However, there is no obligation on the stabilizing manager (or
persons acting on its behalf) to undertake stabilization action. Any stabilization action may begin on or after the date on
which adequate public disclosure of the final terms of the notes is made and, if begun, may be discontinued at any time but
must end no later than the earlier of 30 days after the issuance of the notes and 60 days after the allotment of the notes.
This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted or where the person
making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. See
"Underwriting."
References in this prospectus supplement to "dollars", "$" and "U.S. $" are to United States dollars.
SELECTED HISTORICAL FINANCIAL DATA
We are providing or incorporating by reference in this prospectus supplement selected historical financial information of
Citigroup. We derived this information from the consolidated financial statements of Citigroup for each of the periods
presented. The information is only a summary and should be read together with the financial information incorporated by
reference in this prospectus supplement and the accompanying prospectus, copies of which can be obtained free of charge.
See "Where You Can Find More Information" on page 6 of the accompanying prospectus.
In addition, you may receive copies of all of Citigroup's filings with the SEC that are incorporated by reference in this
prospectus supplement and the accompanying prospectus free of charge at the office of Citigroup's listing agent, Dexia
Banque Internationale à Luxembourg, located at 69, route d'Esch, L-2953 Luxembourg so long as the notes are listed on the
Luxembourg Stock Exchange. Such documents will also be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu) upon listing of the notes.
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The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2007 and 2006
are incorporated herein by reference. These statements are obtainable free of charge at the office of Citigroup's listing agent,
at the address set forth in the preceding paragraph.

At or for the Year Ended December 31,

2007
2006
2005

2004
2003

(dollars in millions, except per share amounts)
Income Statement Data:

Total revenues, net of interest expense
$
81,698
$
89,615
$
83,642
$
79,635
$
71,594

Income from continuing operations
3,617
21,249
19,806

16,054
17,058

Net income
3,617
21,538
24,589

17,046
17,853

Dividends declared per common share(1)
2.16
1.96
1.76

1.60
1.10
Balance Sheet Data:

Total
assets
$2,187,631
$1,884,318
$1,494,037
$1,484,101
$1,264,032
Total
deposits
826,230
712,041
591,828
561,513
473,614
Long-term
debt 427,112
288,494
217,499

207,910
162,702
Total
stockholders'
equity 113,598
119,783
112,537

109,291
98,014
(1) Amounts represent Citigroup's historical dividends per common share and have been adjusted to reflect stock splits.
DESCRIPTION OF NOTES
The following description of the particular terms of the notes supplements the description of the general terms set forth in
the accompanying prospectus. It is important for you to consider the information contained in the accompanying prospectus
and this prospectus supplement before making your decision to invest in the notes. If any specific information regarding the
notes in this prospectus supplement is inconsistent with the more general terms of the notes described in the prospectus, you
should rely on the information contained in this prospectus supplement.
The notes offered by this prospectus supplement are a series of senior debt securities issued under Citigroup's senior debt
indenture. The notes will initially be limited to an aggregate principal amount of $2,500,000,000.
The notes will be issued only in fully registered form without coupons, in denominations of $1,000 and integral multiples
of $1,000 in excess thereof. All the notes are unsecured obligations of Citigroup and will rank equally with all other
unsecured senior indebtedness of Citigroup, whether currently existing or hereinafter created.
Citigroup may, without notice to or consent of the holders or beneficial owners of the notes, issue additional notes having
the same ranking, interest rate, maturity and other terms as the notes. Any such additional notes issued could be considered
part of the same series of notes under the indenture as the notes.
The notes will be issued on March 5, 2008. The notes will bear interest at a fixed rate of 6.875% per annum. Interest on
the notes will be paid semi-annually on the 5th day of each March and September, commencing September 5, 2008. All
payments of interest will be made to the persons in whose names the notes are registered on the February 15 or August 15
preceding the interest payment date. Interest will be calculated and paid as described under "Description of Debt
Securities -- Interest Rate Determination -- Fixed Rate Notes" and "-- Payments of Principal and Interest" in the
accompanying prospectus.
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UNDERWRITING
The terms and conditions set forth in the terms agreement dated February 27, 2008, which incorporates by reference the
underwriting agreement basic provisions dated March 2, 2006, govern the sale and purchase of the notes. The terms
agreement and the underwriting agreement basic provisions are referred to together as the underwriting agreement. Each
underwriter named below has severally agreed to purchase from Citigroup, and Citigroup has agreed to sell to each
underwriter, the principal amount of notes set forth opposite the name of each underwriter.

Principal Amount
Underwriter

of Notes

Citigroup Global Markets Inc.

$
2,100,000,000
Bear, Stearns & Co. Inc.

62,500,000
Deutsche Bank Securities Inc.

62,500,000
Lehman Brothers Inc.

62,500,000
Merril Lynch, Pierce, Fenner & Smith Incorporated

62,500,000
Banc of America Securities LLC

25,000,000
Barclays Capital Inc.

25,000,000
Cabrera Capital Markets, LLC

25,000,000
CastleOak Securities, L.P.

25,000,000
Greenwich Capital Markets, Inc.

25,000,000
UBS Securities LLC

25,000,000

Total
$
2,500,000,000

The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the notes
are subject to the approval of legal matters by their counsel and to other conditions. The underwriters are committed to take
and pay for all of the notes if any are taken.
The underwriters propose to offer part of the notes directly to the public at the public offering price set forth on the cover
page of this prospectus supplement and to certain dealers at the public offering price less a concession not in excess of
0.500% of the principal amount of the notes. The underwriters may allow, and such dealers may reallow, a concession to
certain other dealers not in excess of 0.250% of the principal amount of the notes.
After the public offering, the public offering price and the concessions to dealers may be changed by the underwriters.
The underwriters are offering the notes subject to prior sale and their acceptance of the notes from Citigroup. The
underwriters may reject any order in whole or in part.
Citigroup has agreed to indemnify the underwriters against liabilities relating to material misstatements and omissions.
In accordance with Regulation M of the United States Securities Exchange Act of 1934, the underwriters may over-allot
or effect transactions that stabilize or cover, each of which is described below.
·
Over-allotment involves sales in excess of the offering size, which creates a short position for the underwriters.
· Stabilizing transactions involve bids to purchase the notes so long as the stabilizing bids do not exceed a specified
maximum.

· Covering transactions involve purchases of the notes in the open market after the distribution has been completed in
order to cover short positions.
These transactions may cause the price of the notes to be higher than it would otherwise be in the absence of such
transactions. The underwriters are not required to engage in any of these activities and may end any of these activities at any
time. The underwriters may also impose a penalty bid. Penalty bids permit an underwriter to reclaim a selling concession
from a syndicate member when that underwriter, in covering
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syndicate short positions or making stabilizing purchases, purchases notes originally sold by that syndicate member.
We estimate that the total expenses of this offering will be $175,000.
The notes are a new series of securities with no established trading market. Citigroup will apply for listing and trading of
the notes on the regulated market of the Luxembourg Stock Exchange but we are not required to maintain this listing. See
"Description of Debt Securities -- Listing" in the accompanying prospectus. Citigroup has been advised by the underwriters
that they presently intend to make a market in the notes, as permitted by applicable laws and regulations. The underwriters
are not obligated, however, to make a market in the notes and may discontinue any market making at any time at their sole
discretion. Accordingly, Citigroup can make no assurance as to the liquidity of, or trading markets for, the notes.
The underwriters and their affiliates may engage in transactions (which may include commercial banking transactions)
with, and perform services for, Citigroup or one or more of its affiliates in the ordinary course of business.
Citigroup Global Markets Inc., the lead manager for this offering, is a subsidiary of Citigroup. Accordingly, the offering
of the notes will conform with the requirements set forth in Rule 2720 of the NASD Conduct Rules of the Financial Industry
Regulatory Authority.
This prospectus supplement, together with the accompanying prospectus, may also be used by Citigroup's broker-dealer
subsidiaries or other subsidiaries or affiliates of Citigroup in connection with offers and sales of the notes in market-making
transactions at negotiated prices related to prevailing market prices at the time of sale. Any of these subsidiaries may act as
principal or agent in such transactions.
We expect that delivery of the notes will be made against payment therefor on or about March 5, 2008, which is the fifth
business day after the date hereof. Under Rule 15c6-1 of the Securities Exchange Act, trades in the secondary market
generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the notes on the date hereof or the next business day will be required, by virtue of
the fact that the notes initially will not settle in T+3, to specify an alternative settlement cycle at the time of any such trade to
prevent a failed settlement and should consult their own advisor.
The notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful to make
such offers.
Purchasers of the notes may be required to pay stamp taxes and other charges in accordance with the laws and practices
of the country of purchase in addition to the issue price set forth on the cover page of this document.
The underwriters have agreed that they will not offer, sell or deliver any of the notes, directly or indirectly, or distribute
this prospectus supplement or the accompanying prospectus or any other offering material relating to the notes, in or from
any jurisdiction, except when to the best knowledge and belief of the underwriters it is permitted under applicable laws and
regulations. In so doing, the underwriters will not impose any obligations on Citigroup, except as set forth in the underwriting
agreement.
Notice to Prospective Investors in the European Economic Area
In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a
relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that
relevant member state (the relevant implementation date), an offer of notes described in this prospectus supplement may not
be made to the public in that relevant member state prior to the publication of a prospectus in relation to the notes that has
been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant
member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus
Directive, except
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that, with effect from and including the relevant implementation date, an offer of securities may be offered to the public in
that relevant member state at any time:

· to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated,
whose corporate purpose is solely to invest in securities;

· to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a
total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its
last annual or consolidated accounts;

· to fewer than 100 natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior
consent of the representatives for any such offer; or

· in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus
Directive.
Each purchaser of notes described in this prospectus supplement located within a relevant member state will be deemed to
have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(1)(e) of the
Prospectus Directive.
For purposes of this provision, the expression an "offer to the public" in any relevant member state means the
communication in any form and by any means of sufficient information on the terms of the offer and the securities to be
offered so as to enable an investor to decide to purchase or subscribe the securities, as the expression may be varied in that
member state by any measure implementing the Prospectus Directive in that member state, and the expression "Prospectus
Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.
The sellers of the notes have not authorized and do not authorize the making of any offer of notes through any financial
intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the notes as
contemplated in this prospectus supplement. Accordingly, no purchaser of the notes, other than the underwriters, is
authorized to make any further offer of the notes on behalf of the sellers or the underwriters.
Notice to Prospective Investors in the United Kingdom
This prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are
qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as "relevant persons"). This prospectus supplement and its
contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by
recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person
should not act or rely on this document or any of its contents.
Notice to Prospective Investors in France
Neither this prospectus supplement nor any other offering material relating to the notes described in this prospectus
supplement has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent
authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The
notes have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this
prospectus supplement nor any other offering material relating to the notes has been or will be:

· released, issued, distributed or caused to be released, issued or distributed to the public in France; or

· used in connection with any offer for subscription or sale of the notes to the public in France.
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Such offers, sales and distributions will be made in France only:

· to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d'investisseurs),
in each case investing for their own account, all as defined in, and in accordance with, Article L.411-2, D.411-1, D.411-
2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

· to investment services providers authorized to engage in portfolio management on behalf of third parties; or

· in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and
article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not
constitute a public offer (appel public à l'épargne).
The notes may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8
through L.621-8-3 of the French Code monétaire et financier.
Notice to Prospective Investors in Hong Kong
The notes may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do
not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to
"professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any
rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the
meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating
to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong
Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong
Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or are intended
to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities
and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Notice to Prospective Investors in Japan
The notes offered in this prospectus supplement have not been registered under the Securities and Exchange Law of
Japan. The notes have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the
account of any resident of Japan, except (i) pursuant to an exemption from the registration requirements of the Securities and
Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.
Notice to Prospective Investors in Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold,
or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore
other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the
"SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance
with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions
of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.
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