Obligation Citigroup 6.125% ( US172967ES69 ) en USD

Citigroup

100 % ▼

Etas-Unis

US172967ES69 ( en USD )

6.125% par an ( paiement semestriel )

15/05/2018 - Obligation échue

Prospectus brochure de l'obligation Citigroup US172967ES69 en USD 6.125%, échue

1 000 USD

3 000 000 000 USD

172967ES6

NR

NR

Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US172967ES69, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2018

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US172967ES69, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US172967ES69, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 y57448e424b2.htm FILED PURSUANT TO RULE 424(B)(2)
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-132177
The filing fee of $117,900.00 is calculated in accordance with Rule 457(r) of the Securities Act of 1933. The filing
fee of $117,900.00 is applied against the remaining $1,557,989.88 of the registration fee paid on September 27, 2006
and May 1, 2008 by Citigroup Inc., and $1,440,089.88 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)
$3,000,000,000

6.125% Notes due 2018
The notes will mature on May 15, 2018. The notes will bear interest at a fixed rate of 6.125% per annum.
Interest on the notes is payable semi-annually on the 15th day of each May and November, commencing
November 15, 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

99.645%
$ 2,989,350,000
Underwriting Discount

0.425%
$
12,750,000
Proceeds to Citigroup (before expenses)

99.220%
$ 2,976,600,000
Interest on the notes will accrue from May 12, 2008 to the date of delivery. Net proceeds to Citigroup (after
expenses) are expected to be approximately $2,976,425,000.
The underwriters are offering the notes subject to various conditions. The underwriters expect that the notes will
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be ready for delivery in book-entry form only through The Depository Trust Company, Clearstream or Euroclear, on
or about May 12, 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
Deutsche Bank Securities

Goldman, Sachs & Co.

Lehman Brothers

Merrill Lynch & Co.
Banc of America Securities LLC
Barclays Capital
RBS Greenwich Capital
nabCapital Securities, LLC
Toussaint Capital Partners, LLC
The Williams Capital Group, L.P.
May 5, 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-9
General Information

S-9
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. We have not authorized anyone to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. Citigroup is not, and the
underwriters are not, making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in this prospectus supplement or the accompanying prospectus, as
well as information Citigroup previously filed with the Securities and Exchange Commission and incorporated by
reference herein, is accurate as of any date other than the date of the relevant 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
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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.
S-2
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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.
The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2007
and 2006, and its consolidated unaudited financial statements for the periods ended March 31,
S-3
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2008 and 2007, 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 Three Months

Ended March 31,

At or for the Year Ended December 31,

2008

2007

2007

2006

2005

2004

2003

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

Total revenues, net of

interest expense
$
13,219
$
25,459
$
81,698
$
89,615
$
83,642
$
79,635
$
71,594

Net income (loss)

(5,111)

5,012

3,617

21,538

24,589

17,046

17,853
Dividends declared per

common

share(1)

0.32

0.54

2.16

1.96

1.76

1.60

1.10
Balance Sheet Data:

Total assets

$2,199,848
$2,020,966
$2,187,631
$1,884,318
$1,494,037
$1,484,101
$1,264,032

Total deposits

831,208

738,521

826,230

712,041

591,828

561,513

473,614

Long-term debt

424,959

310,768

427,112

288,494

217,499

207,910

162,702

Total stockholders' equity

128,219

122,083

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 $3,000,000,000.
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 May 12, 2008. The notes will bear interest at a fixed rate of 6.125% per annum.
Interest on the notes will be paid semi-annually on the 15th day of each May and November, commencing
November 15, 2008. All payments of interest will be made to the persons in whose names the notes are registered on
the May 1 or November 1 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.
S-4
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UNDERWRITING
Citigroup Global Markets Inc. is acting as sole bookrunning manager for this offering and as representative of the
underwriters named below. The terms and conditions set forth in the terms agreement dated May 5, 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.

$
2,520,000,000
Deutsche Bank Securities Inc.

75,000,000
Goldman, Sachs & Co.

75,000,000
Lehman Brothers Inc.

75,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated

75,000,000
Banc of America Securities LLC

30,000,000
Barclays Capital Inc.

30,000,000
Greenwich Capital Markets, Inc.

30,000,000
nabCapital Securities, LLC

30,000,000
Toussaint Capital Partners, LLC

30,000,000
The Williams Capital Group, L.P.

30,000,000

Total

$
3,000,000,000

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 0.2500% 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 0.1250% 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.

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· 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
S-5
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underwriter to reclaim a selling concession from a syndicate member when that underwriter, in covering 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 bookrunning 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 adopted by 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 May 12, 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
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