Obligation Citigroup 8.125% ( US172967EW71 ) en USD

Citigroup

125.584 % ▲

Etats-unis

US172967EW71 ( en USD )

8.125% par an ( paiement semestriel )

14/07/2039

Prospectus brochure de l'obligation Citigroup US172967EW71 en USD 8.125%, échéance 14/07/2039

/

/

172967EW7

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

15/07/2025 ( Dans 103 jours )

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 ( Etats-unis ) , en USD, avec le code ISIN US172967EW71, paye un coupon de 8.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2039

L'Obligation émise par Citigroup ( Etats-unis ) , en USD, avec le code ISIN US172967EW71, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Citigroup ( Etats-unis ) , en USD, avec le code ISIN US172967EW71, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-157459

The filing fee of $139,500.00 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
The filing fee of $139,500.00 is applied against the remaining $632,194.69 of the registration fees paid
to date by Citigroup Inc., and $492,694.69 remains available for future registration fees. No additional
registration fee has been paid with respect to this offering.

PROSPECTUS SUPPLEMENT
(to prospectus dated February 20, 2009)

$2,500,000,000

8.125% Notes due 2039

The notes will mature on July 15, 2039. The notes will bear interest at a fixed rate of 8.125% per
annum. Interest on the notes is payable semi-annually on the 15th day of each January and July,
commencing January 15, 2010. 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
97.971 %
$ 2,449,275,000
Underwriting Discount
0.875 %
$
21,875,000
Proceeds to Citigroup (before expenses)
97.096 %
$ 2,427,400,000

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Interest on the notes will accrue from July 23, 2009 to the date of delivery. Net proceeds to Citigroup
(after expenses) are expected to be approximately $2,427,225,000.

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 Euroclear, on or about July 23, 2009.

The notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup. The
notes are not insured by the Federal Deposit Insurance Corporation or by any other governmental
agency or instrumentality. This debt is not guaranteed under the Federal Deposit Insurance
Corporation's Temporary Liquidity Guarantee Program.

Citi

B of A Merrill

Lynch
Deutsche Bank

Securities
Goldman, Sachs &

Co.

RBS

Barclays Capital

BNP PARIBAS
CastleOak Securities, L.P.
Credit Suisse
ING Financial Markets
LLC

RBC Capital Markets
Ramirez & Co., Inc.

TD Securities
UBS Investment Bank

July 20, 2009
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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

7
European Monetary Union

8
Description of Debt Securities

9
United States Tax Documentation Requirements

33
United States Federal Income Tax Considerations

34
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated
in a Foreign Currency

41
Description of Common Stock Warrants

43
Description of Index Warrants

44
Description of Capital Stock

47
Description of Preferred Stock

50
Description of Depositary Shares

52
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,
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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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Table of Contents
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.

Citigroup is allowed to "incorporate by reference" the information filed with or furnished to the SEC,
which means that it can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this prospectus supplement and
the accompanying prospectus. In addition to the documents incorporated by reference as described
under "Where You Can Find More Information" on page 6 of the accompanying prospectus,
Citigroup also incorporates by reference the Current Report on Form 8-K furnished on July 10, 2009.

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, 2008 and 2007, and its consolidated unaudited financial statements for the periods ended
March 31, 2009 and 2008, 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,

2009

2008

2008

2007

2006

(dollars in millions, except per share amounts)

Income Statement Data:

Total revenues, net of
interest expense
$
24,789 $
12,441 $
52,793 $
78,495 $
86,327
Income (loss) from
continuing operations
1,610
(5,247 )
(32,443 )
3,274
20,740
Net income (loss)

1,593
(5,111 )
(27,684 )
3,617
21,538
Dividends declared per
common
share(1)

0.01
0.32
1.12
2.16
1.96
Balance Sheet Data:

Total assets
$
1,822,578 $
2,199,697 $ 1,938,470 $ 2,187,480 $ 1,884,167
Total deposits

762,696
831,208 774,185 826,230 712,041
Long-term debt

337,252
424,959 359,593 427,112 288,494
Total stockholders'
equity

143,934
128,068 141,630 113,447 119,632
(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
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notes.

The notes will be issued on July 23, 2009. The notes will bear interest at a fixed rate of 8.125% per
annum. Interest on the notes will be paid semi-annually on the 15th day of each January and July,
commencing January 15, 2010 (short first interest period). All payments of interest will be made to the
persons in whose names the notes are registered on the January 1 or July 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.

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Table of Contents

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 July 20, 2009, 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.
$ 2,131,250,000
Banc of America Securities LLC

50,000,000
Deutsche Bank Securities Inc.

50,000,000
Goldman, Sachs & Co.

50,000,000
RBS Securities Inc.

50,000,000
Barclays Capital Inc.

18,750,000
BNP Paribas Securities Corp.

18,750,000
CastleOak Securities, L.P.

18,750,000
Credit Suisse Securities (USA) LLC

18,750,000
ING Financial Markets LLC

18,750,000
RBC Capital Markets Corporation

18,750,000
Samuel A. Ramirez & Co., Inc.

18,750,000
TD Securities (USA) LLC

18,750,000
UBS Securities LLC

18,750,000

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.

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