Obligation CITIGROUP INC 4.05% ( US172967GK16 ) en USD

CITIGROUP INC

100 % ▲

Etas-Unis

US172967GK16 ( en USD )

4.05% par an ( paiement semestriel )

30/07/2022 - Obligation échue

Prospectus brochure de l'obligation CITIGROUP INC US172967GK16 en USD 4.05%, échue

1 000 USD

894 000 000 USD

172967GK1

N/A

L'Obligation émise par CITIGROUP INC ( Etas-Unis ) , en USD, avec le code ISIN US172967GK16, paye un coupon de 4.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/07/2022

PROSPECTUS
$894,000,000
4.050% Subordinated Notes due July 30, 2022
The United States Department of the Treasury ("Treasury" or the "Selling Securityholder") is selling $894,000,000
4.050% Subordinated Notes due July 30, 2022. Citigroup will not receive any proceeds from the sale of the subordinated
notes by the Selling Securityholder.
The subordinated notes will mature on July 30, 2022. The subordinated notes will bear interest at a fixed rate equal to
4.050% per annum. Interest on the subordinated notes will be payable semi-annually on the 30th of each January and July,
commencing on July 30, 2013. The subordinated notes may be redeemed in whole, but not in part, at any time if changes
involving United States taxation occur which could require Citigroup to pay additional amounts, as described under
"Description of Subordinated Notes -- Payment of Additional Amounts" and "Description of Subordinated Notes --
Redemption for Tax Purposes" in this prospectus.
The subordinated notes will rank subordinate and junior in right of payment to Citigroup's senior indebtedness, as
described in "Description of Subordinated Notes -- Subordination" in this prospectus.
The subordinated notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is
lawful to make such offers. The subordinated notes have no established trading market. Application will be made to list the
subordinated notes on the Luxembourg Stock Exchange. See "Description of Subordinated Notes -- Listing" in this
prospectus.
Investing in the subordinated notes involves a number of risks. See "Risk Factors" in this prospectus, where
specific risks related to the subordinated notes are described, along with the other information in, or incorporated by
reference in, this prospectus before making your investment decision.
Neither the Securities and Exchange Commission nor any state securities commission nor the Luxembourg Stock
Exchange has approved or disapproved of these subordinated notes or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Per Note
Total
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,000.00
$894,000,000.00
Underwriting Commissions to be paid by Citigroup(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4.50
$
4,023,000.00
Proceeds to the Selling Securityholder(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,000.00
$894,000,000.00
(1) Citigroup has agreed to pay all discounts, underwriting commissions, transfer taxes and transaction fees, if any,
applicable to the sale of the subordinated notes and fees and disbursements of counsel for the Selling Securityholder
incurred in connection with the sale.
(2) Without deduction of any underwriting commissions.
Interest on the subordinated notes will accrue from February 8, 2013 to the date of delivery, if the subordinated notes are
delivered after that date.
Citigroup and the Selling Securityholder expect that the subordinated notes will be ready for delivery in book-entry form
only through The Depository Trust Company, Clearstream or Euroclear on or about February 8, 2013.
The subordinated notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup. The
subordinated notes are not insured by the Federal Deposit Insurance Corporation, Treasury or by any other governmental
agency or instrumentality.
Global Coordinator
Citigroup
Joint Lead Managers
Deutsche Bank Securities
Goldman, Sachs & Co.
J.P. Morgan
UBS Investment Bank
Wells Fargo Securities
Barclays
BofA Merrill Lynch
ING
RBS
SMBC Nikko
February 5, 2013

TABLE OF CONTENTS
Page
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Selected Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Ratio of Income to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Citigroup Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Selling Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Description of the Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
United States Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Citigroup is responsible for the information contained and incorporated by reference in this prospectus and
in any related free writing prospectus that it prepares or authorizes. Citigroup has not, the Selling Securityholder
has not and the underwriters have not authorized anyone to provide you with any other information, and it takes
no responsibility for any other information that others may provide you. You should not assume that the
information contained in this 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. Citigroup is not, the Selling Securityholder is not, and the underwriters are not, making an
offer to sell the subordinated notes in any jurisdiction where its offer and sale is not permitted.
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.
This prospectus 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 subordinated notes are outstanding and listed on the Luxembourg
Stock Exchange.
The distribution or possession of this prospectus in or from certain jurisdictions may be restricted by law.
Persons into whose possession this prospectus comes are required by Citigroup, the Selling Securityholder and
the underwriters to inform themselves about, and to observe any such restrictions, and none of Citigroup, the
Selling Securityholder and the underwriters accepts any liability in relation thereto. See "Underwriting" in this
prospectus.
In connection with this issue, UBS Securities LLC, as stabilizing manager (or persons acting on behalf of
the stabilizing manager), may over-allot subordinated notes (provided that the aggregate principal amount of
subordinated notes allotted does not exceed 105% of the aggregate principal amount of the subordinated notes) or
effect transactions with a view to supporting the market price of the subordinated notes at a higher level than that
-i-

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 subordinated 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 subordinated
notes and 60 days after the allotment of the subordinated notes.
This prospectus is not an offer to sell these subordinated notes and is not soliciting an offer to buy these
subordinated notes 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" in this prospectus.
References in this prospectus to "dollars", "$" and "U.S. $" are to United States dollars.
-ii-

FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus and in other information incorporated by reference in this prospectus
are forward-looking statements within the meaning of the rules and regulations of the Securities and Exchange
Commission ("SEC"). Generally, forward-looking statements are not based on historical facts but instead
represent only Citigroup's and management's beliefs regarding future events. Such statements may be identified
by words such as believe, expect, anticipate, intend, estimate, may increase, may fluctuate, and similar
expressions, or future or conditional verbs such as will, should, would and could.
Such statements are based on management's current expectations and are subject to uncertainty and changes
in circumstances. Actual results may differ materially from those included in these statements due to a variety of
factors, including without limitation the precautionary statements included in this prospectus and the factors
listed under "Forward-Looking Statements" in Citigroup's 2011 Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q for the quarter ending March 31, 2012, for the quarter ending June 30, 2012 and for the
quarter ending September 30, 2012 and described under "Risk Factors" in Citigroup's 2011 Annual Report on
Form 10-K.
RISK FACTORS
Your investment in the subordinated notes will involve several risks. You should carefully consider the
following discussion of risks, the factors listed and described under "Risk Factors" in Citigroup's 2011 Annual
Report on Form 10-K, and the other information provided or incorporated by reference in this prospectus, before
deciding whether an investment in the subordinated notes is suitable for you.
The Selling Securityholder is a Federal Agency and Your Ability to Bring a Claim Against the Selling
Securityholder Under the Federal Securities Laws May Be Limited.
The doctrine of sovereign immunity, as limited by the Federal Tort Claims Act (the "FTCA"), provides that
claims may not be brought against the United States of America or any agency or instrumentality thereof unless
specifically permitted by act of Congress. The FTCA bars claims for fraud or misrepresentation. At least one
federal court, in a case involving a federal agency, has held that the United States may assert its sovereign
immunity to claims brought under the federal securities laws. In addition, the Selling Securityholder and its
officers, agents, and employees are exempt from liability for any violation or alleged violation of the anti-fraud
provisions of Section 10(b) of the Exchange Act of 1934, as amended (the "Exchange Act") by virtue of
Section 3(c) thereof. Accordingly, any attempt to assert such a claim against the officers, agents or employees of
the Selling Securityholder for a violation of the Securities Act of 1933, as amended (the "Securities Act") or the
Exchange Act resulting from an alleged material misstatement in or material omission from this prospectus or the
registration statement of which this prospectus is a part or resulting from any other act or omission in connection
with the offering of the subordinated notes by the Selling Securityholder would likely be barred.
SELECTED HISTORICAL FINANCIAL DATA
Selected historical financial information of Citigroup is being provided or incorporated by reference in this
prospectus. The information below is derived from the consolidated financial statements of Citigroup for each of
the periods presented. The information below is only a summary and should be read together with the financial
information incorporated by reference in this prospectus, copies of which can be obtained free of charge. See
"Where You Can Find More Information" in this prospectus.
In addition, you may receive copies of all of Citigroup's filings with the SEC that are incorporated by
reference in this 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 subordinated 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 subordinated notes.
1

The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31,
2011, 2010 and 2009 and its consolidated unaudited financial statements for the periods ended September 30,
2012 and 2011 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 Nine Months
Ended September 30,
At or for the Year Ended December 31,
2012
2011
2011
2010
2009
(dollars in millions, except per share
amounts)
Income Statement Data:
Total revenues, net of interest
expense(1) . . . . . . . . . . . . . . . . . . . . . . .
$
51,999
$
61,179
$
78,353
$
86,601
$
80,285
Income from continuing operations . . . . .
6,573
10,105
11,103
10,951
(1,066)
Net income . . . . . . . . . . . . . . . . . . . . . . . .
6,345
10,111
11,067
10,602
(1,606)
Dividends declared per common
share(2) . . . . . . . . . . . . . . . . . . . . . . . . .
0.03
0.02
0.03
--
0.10
Balance Sheet Data:
Total assets(1) . . . . . . . . . . . . . . . . . . . . . .
$1,931,346
$1,935,992
$1,873,878
$1,913,902
$1,856,646
Total deposits . . . . . . . . . . . . . . . . . . . . . .
944,644
851,281
865,936
844,968
835,903
Long-term debt(1) . . . . . . . . . . . . . . . . . . .
271,862
333,824
323,505
381,183
364,019
Total stockholders' equity(1) . . . . . . . . . .
186,777
177,372
177,806
163,468
152,700
(1) Effective January 1, 2010, Citigroup adopted Accounting Standards Codification (ASC) 860, formerly SFAS
No. 166 and ASC 810, formerly SFAS No. 167. The adoption was done on a prospective basis and,
accordingly, prior periods have not been restated.
(2) Amounts represent Citigroup's historical dividends per common share and have been adjusted to reflect
stock splits.
RATIO OF INCOME TO FIXED CHARGES
The following table shows the consolidated ratio of income to fixed charges for each of the five most recent
fiscal years and the nine months ended September 30, 2012.
Nine Months
Ended
Year Ended December 31,
September 30,
2012
2011
2010
2009
2008
2007
Ratio of income to fixed charges (excluding interest on
deposits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.65
1.91
1.77
NM
NM
1.01
Ratio of income to fixed charges (including interest on
deposits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.41
1.59
1.52
NM
NM
1.01
NM = Not meaningful
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act, Citigroup filed a registration statement relating to the subordinated notes
offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes
additional information. Citigroup has filed the exhibits discussed in this prospectus with the registration
statement, and you should read the exhibits carefully for provisions that may be important to you.
Citigroup files annual, quarterly and current reports, proxy statements and other information with the SEC.
You may read and copy any document Citigroup files at the SEC's public reference room at 100 F Street, N.E.,
2

Washington, D.C. 20549. You can also request copies of these documents, upon payment of a duplicating fee, by
writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. These SEC filings are also available to the public from the SEC's web
site at http://www.sec.gov.
The SEC allows Citigroup to "incorporate by reference" the information it files with 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. Information that Citigroup files later with
the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later
information over different information included in this prospectus. Citigroup incorporates by reference the
documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act (File No. 1-09924):
· Annual Report on Form 10-K for the fiscal year ending December 31, 2011, filed on February 24, 2012;
· Quarterly Reports on Form 10-Q for the quarter ending September 30, 2012, filed on November 6, 2012,
the quarter ending June 30, 2012, filed on August 3, 2012 and the quarter ending March 31, 2012, filed on
May 4, 2012; and
· Current Reports on Form 8-K filed on January 10, 2012, January 17, 2012 (to the extent filed with the
SEC), January 26, 2012, February 3, 2012, February 10, 2012 (to the extent filed with the SEC),
February 29, 2012, March 2, 2012, March 6, 2012, March 23, 2012, April 16, 2012 (to the extent filed
with the SEC), April 20, 2012, April 26, 2012, May 25, 2012, June 29, 2012, July 9, 2012, July 16, 2012
(to the extent filed with the SEC), July 19, 2012, August 1, 2012, August 7, 2012, September 11, 2012,
September 13, 2012, September 27, 2012, October 15, 2012 (to the extent filed with the SEC),
October 16, 2012, October 29, 2012, November 9, 2012, November 23, 2012, November 26,
2012, December 4, 2012, December 5, 2012, December 13, 2012, December 21, 2012, January 2,
2013, January 10, 2013 and January 17, 2013 (to the extent filed with the SEC).
In no event, however, will any of the information that Citigroup furnishes to, pursuant to Item 2.02 or
Item 7.01 of any Current Report on Form 8-K (including exhibits related thereto) or other applicable SEC rules,
rather than files with, the SEC be incorporated by reference or otherwise be included herein, unless such
information is expressly incorporated herein by a reference in such furnished Current Report on Form 8-K or
other furnished document.
All documents filed by Citigroup specified in Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and before the later of (1) the completion of the offering of the subordinated notes
described in this prospectus and (2) the date the broker-dealer subsidiaries of Citigroup stop offering
subordinated notes pursuant to this prospectus shall be incorporated by reference in this prospectus from the date
of filing of such documents.
You may request a copy of these filings, at no cost, by writing or telephoning Citigroup at the following
address:
Citigroup Document Services
540 Crosspoint Parkway
Getzville, NY 14068
(716) 730-8055 (tel.)
(877) 936-2737 (toll free)
3

CITIGROUP INC.
Citigroup is a global diversified financial services holding company whose businesses provide a broad range
of financial products and services to consumers, corporations, governments and institutions. Citigroup has
approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions.
Citigroup's activities are conducted through the Regional Consumer Banking, Institutional Clients Group, Citi
Holdings and Corporate/Other business segments. Its businesses conduct their activities across the North
America, Latin America, Asia and Europe, Middle East and Africa regions. Citigroup's principal subsidiaries are
Citibank, N.A., Citigroup Global Markets Inc. and Grupo Financiero Banamex, S.A. de C.V., each of which is a
wholly owned, indirect subsidiary of Citigroup. Citigroup was incorporated in 1988 under the laws of the State of
Delaware as a corporation with perpetual duration.
Citigroup is a holding company and services its obligations primarily by earnings from its operating
subsidiaries. However, Citigroup may augment, and during the recent financial crisis did augment, its capital
through issuances of common stock, convertible preferred stock, preferred stock, equity issued through awards
under employee benefits plans, and, in the case of regulatory capital, through the issuance of subordinated debt
underlying trust preferred securities. Citigroup's subsidiaries that operate in the banking and securities businesses
can only pay dividends if they are in compliance with the applicable regulatory requirements imposed on them
by federal and state bank regulatory authorities and securities regulators. Citigroup's ability to pay dividends is
currently restricted due to its agreements with the U.S. government, generally for so long as the U.S. government
continues to hold Citi's trust preferred securities. Citigroup's subsidiaries may be party to credit agreements that
also may restrict their ability to pay dividends. Citigroup currently believes that none of these regulatory or
contractual restrictions on the ability of its subsidiaries to pay dividends will affect Citigroup's ability to service
its own debt. Citigroup must also maintain the required capital levels of a bank holding company before it may
pay dividends on its stock.
Under the regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve"), a
bank holding company is expected to act as a source of financial strength for its subsidiary banks. As a result of
this regulatory policy, the Federal Reserve might require Citigroup to commit resources to its subsidiary banks
when doing so is not otherwise in the interests of Citigroup or its shareholders or creditors.
Citigroup's principal office is located at 399 Park Avenue, New York, New York 10022, and its telephone
number is (212) 559-1000.
4

SELLING SECURITYHOLDER
The United States Department of the Treasury ("Treasury" or the "Selling Securityholder") acquired the
subordinated notes offered by this prospectus from Citigroup in connection with Citigroup's participation in a
loss-sharing arrangement pursuant to a master agreement entered into with Treasury, the Federal Deposit
Insurance Corporation (the "FDIC") and the Board of Governors of the Federal Reserve System on January 15,
2009 (as amended, the "Master Agreement") related to a pool of $301 billion of assets. Citigroup issued to
Treasury $4.034 billion of its perpetual preferred stock as consideration for the loss-sharing protection provided
by Treasury and $3.025 billion of its perpetual preferred stock to the FDIC as consideration for the loss-sharing
protection provided by the FDIC. Treasury's and the FDIC's perpetual preferred stock was exchanged for capital
securities issued by Citigroup Capital XXXIII on July 30, 2009 (the "Capital XXXIII Capital Securities"). On
December 23, 2009, as part of the repayment by Citigroup of funds invested by Treasury as part of TARP and an
agreement to terminate the Master Agreement (the "Termination Agreement"), Treasury cancelled $1.8 billion of
the $4.034 billion Capital XXXIII Capital Securities it held, and the FDIC agreed to transfer an additional $800
million of its remaining Capital XXXIII Capital Securities to Treasury upon the maturity of, and after deducting
any losses from, Citigroup debt issued under the FDIC's Temporary Liquidity Guarantee Program (the "TLGP").
The remaining $2.234 billion Capital XXXIII Capital Securities held by Treasury were exchanged on
September 29, 2010 for 89,840,000 7.875% Fixed Rate/Floating Rate Trust Preferred Securities with an
aggregate liquidation amount equal to $2,246,000,000 which were sold pursuant to an underwritten offering in
the U.S. institutional and retail fixed income markets. On December 28, 2012, the final series of Citigroup debt
issued under the TLGP matured, and the FDIC transferred $800,000,000 Capital XXXIII Capital Securities to
Treasury. Pursuant to the terms of an exchange agreement between Treasury and Citigroup, dated February 4,
2013 (the "Exchange Agreement"), the Selling Securityholder exchanged all of its Capital XXXIII Capital
Securities for $894,000,000 aggregate principal amount of 4.050% Subordinated Notes due July 30, 2022 issued
by Citigroup (the "subordinated notes"). The exchange took place, and the subordinated notes were issued to the
Selling Securityholder, on February 4, 2013.
The following description of the Selling Securityholder was provided by Treasury and derived from
Treasury's website. Treasury is the executive agency of the U.S. government responsible for promoting
economic prosperity and ensuring the financial security of the United States. Treasury is responsible for a wide
range of activities, such as advising the President on economic and financial issues, encouraging sustainable
economic growth and fostering improved governance in financial institutions. Treasury operates and maintains
systems that are critical to the nation's financial infrastructure, such as the production of coin and currency, the
disbursement of payments to the American public, revenue collection and the borrowing of funds necessary to
run the federal government. Treasury works with other federal agencies, foreign governments and international
financial institutions to encourage global economic growth, raise standards of living and, to the extent possible,
predict and prevent economic and financial crises. Treasury also performs a critical and far-reaching role in
enhancing national security by implementing economic sanctions against foreign threats to the United States,
identifying and targeting the financial support networks of national security threats and improving the safeguards
of our financial systems. In addition, under EESA, Treasury was given certain authority and facilities to restore
the liquidity and stability of the financial system.
The following table provides information regarding the beneficial ownership of the subordinated notes by
the Selling Securityholder, as of the date hereof. The number of subordinated notes set forth in the table below
represents all subordinated notes owned by the Selling Securityholder.
Aggregate Principal
Aggregate Principal
Amount of
Amount of
Subordinated Notes
Subordinated Notes
Beneficially
Aggregate Principal
Beneficially
Owned Prior to the
Amount of Subordinated
Owned After the
Selling Securityholder
Offering
Notes Being Offered
Offering
United States Department of the Treasury . . . . . . .
$894,000,000
$894,000,000
$0
5

Citigroup's operations are regulated by various U.S. governmental authorities, including in certain respects,
by Treasury. Additionally, Treasury has, within the past three years, owned shares of Citigroup common stock,
warrants to purchase shares of Citigroup common stock, and additional Capital XXXIII Capital Securities, all of
which have been sold in prior transactions. Under an agreement with Treasury, Citigroup has agreed to reimburse
certain expenses and indemnify Treasury for certain liabilities in connection with this offering, including any
liabilities under the Securities Act.
Governmental Immunity
The doctrine of sovereign immunity, as limited by the FTCA, provides that claims may not be brought
against the United States or any agency or instrumentality thereof unless specifically permitted by act of
Congress. The FTCA bars claims for fraud or misrepresentation. The courts have held, in cases involving federal
agencies and instrumentalities, that the United States may assert its sovereign immunity to claims brought under
the federal securities laws. Thus, any attempt to assert a claim against Treasury alleging a violation of the federal
securities laws, including the Securities Act and the Exchange Act, resulting from an alleged material
misstatement in or material omission from this prospectus or the registration statement of which this prospectus
is a part, or any other act or omission in connection with the offering by Treasury to which this prospectus
relates, likely would be barred. In addition, Treasury has advised us that Treasury and its members, officers,
agents and employees are exempt from liability for any violation or alleged violation of the anti-fraud provisions
of Section 10(b) of the Exchange Act by virtue of Section 3(c) thereof. Accordingly, any attempt to assert such a
claim against the members, officers, agents or employees of Treasury for a violation of the Securities Act or the
Exchange Act resulting from an alleged material misstatement in or material omission from this prospectus or the
registration statement of which this prospectus is a part or resulting from any other act or omission in connection
with the offering of the subordinated notes likely would be barred.
USE OF PROCEEDS
Citigroup will not receive any proceeds from the sale of the subordinated notes by the Selling
Securityholder.
Citigroup expects to incur additional indebtedness in the future. Citigroup or one of its subsidiaries may
enter into a swap agreement in connection with the sale of the subordinated notes and may earn income from that
transaction.
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DESCRIPTION OF THE SUBORDINATED NOTES
Set forth below is a description of the specific terms of the subordinated notes. The following description is
not intended to be complete and is qualified by the indenture, dated as of April 12, 2001, as amended, between
Citigroup and The Bank of New York Mellon, as successor trustee to Bank One Trust Company, N.A., which is
filed as an exhibit to the registration statement of which this prospectus forms a part, and by the Trust Indenture
Act of 1939, as amended. So that you may easily locate the more detailed provisions of the indenture, the
numbers in parentheses below refer to sections in the indenture. Additionally, wherever particular sections or
defined terms of the indenture are referred to, such sections or defined terms are incorporated herein by
reference as part of the statement made, and the statement is qualified in its entirety by such reference.
General
The subordinated notes offered by this prospectus are a series of subordinated notes issued under
Citigroup's subordinated debt indenture. The notes will initially be limited to an aggregate principal amount of
$894,000,000.
The subordinated notes will be issued only in fully registered form without coupons, in denominations of
$1,000 and whole multiples of $1,000 in excess thereof. All the notes are unsecured obligations of Citigroup and
will rank equally with all other unsecured and subordinated indebtedness of Citigroup, whether currently existing
or hereafter created, other than subordinated indebtedness that is designated as junior to the subordinated notes.
Citigroup may, without notice to or consent of the holders or beneficial owners of the subordinated notes,
issue additional notes having the same ranking, interest rate, maturity and other terms as the subordinated notes.
Any such additional notes issued could be considered part of the same series of notes under the indenture as the
subordinated notes.
The subordinated notes will be issued on February 8, 2013. The subordinated notes will bear interest at a
fixed rate of 4.050% per annum. Interest will accrue on the subordinated notes from February 8, 2013 and will be
payable semi-annually on each January 30 and July 30, beginning on July 30, 2013. Interest will be calculated
and paid as described in "-- Payments of Principal and Interest" in this prospectus. The subordinated notes may
be redeemed in whole, but not in part, at any time if changes involving United States taxation occur which could
require Citigroup to pay additional amounts, as described under "-- Payment of Additional Amounts" and "--
Redemption for Tax Purposes" in this prospectus.
The subordinated notes will rank subordinate and junior in right of payment to Citigroup's senior
indebtedness, as described in "-- Subordination" in this prospectus. On a consolidated basis, the aggregate
principal amount of senior indebtedness of Citigroup outstanding as of December 31, 2012 was approximately
$253.7 billion. This senior indebtedness consisted of approximately $201.7 billion of long-term debt,
approximately $11.5 billion of commercial paper and approximately $40.6 billion of other short-term
borrowings.
Because Citigroup is a holding company, the claims of creditors of Citigroup's subsidiaries will have a
priority over Citigroup's equity rights and the rights of Citigroup's creditors, including the holders of the
subordinated notes, to participate in the assets of the subsidiary upon the subsidiary's liquidation. The
subordinated notes are not subject to any sinking fund.
Payments of Principal and Interest
The subordinated notes will bear interest at an annual rate of 4.050%, payable semi-annually in arrears on
January 30 and July 30 of each year, beginning on July 30, 2013, and at maturity. Each date on which interest is
payable is called an "interest payment date." Interest will accrue from, and including, an interest payment date, or
February 8, 2013 in the case of the first interest period, to but excluding the next following interest payment date,
or the maturity date in the case of the last interest period. If an interest payment date falls on a day that is not a
Business Day, the payment due on such interest payment date will be postponed to the next succeeding Business
Day, and no further interest will accrue in respect of such postponement. Interest on the subordinated
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