Bond CityCorp Inc 5.875% ( US172967FX46 ) in USD

Issuer CityCorp Inc
Market price refresh price now   100.061 %  ▼ 
Country  United States
ISIN code  US172967FX46 ( in USD )
Interest rate 5.875% per year ( payment 2 times a year)
Maturity 30/01/2042



Prospectus brochure of the bond CITIGROUP INC US172967FX46 en USD 5.875%, maturity 30/01/2042


Minimal amount /
Total amount /
Cusip 172967FX4
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating A3 ( Upper medium grade - Investment-grade )
Next Coupon 30/07/2025 ( In 28 days )
Detailed description Citigroup Inc. is a multinational financial services corporation offering a wide range of banking, investment, and financial products and services to individual and institutional clients globally.

The Bond issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967FX46, pays a coupon of 5.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/01/2042

The Bond issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967FX46, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967FX46, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







PROSPECTUS SUPPLEMENT
(to prospectus dated May 12, 2011)
$1,000,000,000
5.875% Notes due 2042
The notes will mature on January 30, 2042. The notes will bear interest at a fixed rate equal to 5.875% per annum.
Interest on the notes is payable semi-annually on the 30th day of each January and July, commencing July 30, 2012.
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98.543%
$985,430,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.875%
$
8,750,000
Proceeds to Citigroup (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97.668%
$976,680,000
Interest on the notes will accrue from January 26, 2012 to the date of delivery. Net proceeds to Citigroup (after
expenses) are expected to be approximately $976,505,000.
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 January 26, 2012.
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.
Citigroup
Barclays Capital
Deutsche Bank Securities
Goldman, Sachs & Co.
UBS Investment Bank
Wells Fargo Securities
Banca IMI
Blaylock Robert Van, LLC
BNP PARIBAS
CastleOak Securities, L.P.
COMMERZBANK
Drexel Hamilton
HSBC
Lebenthal & Co., LLC
Loop Capital Markets
nabSecurities, LLC
National Bank of Canada Financial
Nomura
RB International Markets (USA) LLC
Ramirez & Co., Inc.
SunTrust Robinson Humphrey
TD Securities
January 19, 2012


TABLE OF CONTENTS
Page
Prospectus Supplement
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Selected Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
Prospectus
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Citigroup Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Use of Proceeds and Hedging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
European Monetary Union . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
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
We are responsible for the information contained and incorporated by reference in this prospectus supple-
ment and the accompanying prospectus and in any related free writing prospectus that we prepare or authorize.
We have not authorized anyone to provide you with any other information, and we take no responsibility for any
other information that others may provide you. 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. 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.
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 meas-
ures 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.
S-2


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.
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 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 supplement and the
accompanying prospectus, the factors listed and described under "Risk Factors" in Citigroup's 2010 Annual
Report on Form 10-K and the factors described below.
· the impact on Citigroup's businesses, and on its funding, liquidity and borrowing costs, of the down-
grading of the credit rating of obligations of the United States by Standard & Poor's;
· the impact of the ongoing implementation of the Dodd-Frank Wall Street Reform and Consumer Pro-
tection Act of 2010 (Financial Reform Act) on Citigroup's business activities and practices, costs of oper-
ations and overall results of operations;
· the impact of increases in FDIC insurance premiums on Citigroup's earnings, net interest margin (NIM)
and competitive position, in the U.S. and globally;
· Citigroup's ability to maintain, or the increased cost of maintaining, adequate capital in light of changing
regulatory capital requirements pursuant to the Financial Reform Act, the capital standards adopted by the
Basel Committee on Banking Supervision (including as implemented by U.S. regulators) or otherwise;
· disruption to, and potential adverse impact to the results of operations of, certain areas of Citigroup's
derivatives business structures and practices as result of the central clearing, exchange trading and "push-
out" provisions of the Financial Reform Act;
· the potential negative impacts to Citigroup of regulatory requirements aimed at facilitation of the orderly
resolution of large financial institutions, as required under the Financial Reform Act;
S-3


· risks arising from Citigroup's extensive operations outside the U.S., including the continued volatile politi-
cal environment in certain emerging markets and with respect to certain sovereigns with which Citigroup
does business or invests, and Citigroup's ability to comply with conflicting or inconsistent regulations;
· the impact of recently enacted and potential future regulations on Citigroup's ability and costs to partic-
ipate in securitization transactions;
· a reduction in Citigroup's or its subsidiaries' credit ratings, including in response to the passage of the
Financial Reform Act, and the potential impact on Citigroup's funding and liquidity, borrowing costs and
access to the capital markets, among other factors;
· the impact of restrictions imposed on proprietary trading and funds-related activities by the Financial
Reform Act, including the potential negative impact on Citigroup's market-making activities and its
global competitive position with respect to its trading activities;
· increased compliance costs and possible changes to Citigroup's practices and operations with respect to a
number of its U.S. consumer businesses as a result of the Financial Reform Act and the establishment of
the new Bureau of Consumer Financial Protection;
· the continued impact of The Credit Card Accountability Responsibility and Disclosure Act of 2009 as
well as other regulatory requirements on Citigroup's credit card businesses and business models;
· the exposure of Citigroup, as originator of residential mortgage loans, servicer or seller of such loans,
sponsor of residential mortgage-backed securitization transactions or servicer of such loans, or in other
capacities, to government sponsored enterprises (GSEs), investors, mortgage insurers, or other third par-
ties as a result of representations and warranties made in connection with the transfer, sale or securitiza-
tion of such loans;
· the outcome of inquiries and proceedings by governmental entities, or state attorneys general, or judicial
and regulatory decisions, regarding practices in the residential mortgage industry, including among other
things the processes followed for foreclosing residential mortgages and mortgage transfer and securitiza-
tion processes, and any potential impact on Citigroup's results of operation or financial condition;
· the continued uncertainty about the sustainability and pace of the economic recovery, including continued
disruption in the global financial markets and the potential impact on consumer credit, on Citigroup's
businesses and results of operations;
· Citigroup's ability to maintain adequate liquidity in light of changing liquidity standards in the U.S. or
abroad, and the impact of maintaining adequate liquidity on Citigroup's NIM;
· an "ownership change" under the Internal Revenue Code and its effect on Citigroup's ability to utilize its
deferred tax assets (DTAs) to offset future taxable income;
· the potential negative impact on the value of Citigroup's DTAs if corporate tax rates in the U.S., or certain
foreign jurisdictions, are decreased;
· the expiration of a provision of the U.S. tax law allowing Citigroup to defer U.S. taxes on certain active
financial services income and its effect on Citigroup's tax expense;
· Citigroup's ability to continue to wind down Citi Holdings at the same pace or level as in the past and its
ability to reduce risk-weighted assets and limit its expenses as a result;
· Citigroup's ability to continue to control expenses, particularly as it continues to invest in the businesses
in Citicorp with the continued uncertainty of the impact of FX translation and legal and regulatory
expenses from quarter to quarter;
· Citigroup's ability to hire and retain qualified employees as a result of regulatory uncertainty regarding
compensation practices or otherwise;
S-4


· Citigroup's ability to predict or estimate the outcome or exposure of the extensive legal and regulatory
proceedings to which it is subject, and the potential for the "whistleblower" provisions of the Financial
Reform Act to further increase Citigroup's number of, and exposure to, legal and regulatory proceedings;
· potential future changes in key accounting standards utilized by Citigroup and their impact on how Cit-
igroup records and reports its financial condition and results of operations;
· the accuracy of Citigroup's assumptions and estimates, including in determining credit loss reserves, liti-
gation and regulatory exposures, mortgage representation and warranty claims and the fair value of certain
assets, used to prepare its financial statements;
· Citigroup's ability to maintain effective risk management processes and strategies to protect against loss-
es, which can be increased by concentration of risk, particularly with Citigroup's counterparties in the
financial sector;
· a failure in Citigroup's operational systems or infrastructure, or those of third parties;
· Citigroup's ability to maintain the value of the Citi brand; and
· the continued volatility and uncertainty relating to Citigroup's Japan consumer finance business, including
the type, number and amount of customer refund claims received.
S-5


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 refer-
ence 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,
2010 and 2009 and its consolidated unaudited financial statements for the periods September 30, 2011 and 2010
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,
2011
2010
2010
2009
2008
(dollars in millions, except per share amounts)
Income Statement Data:
Total revenues, net of interest
expense(1) . . . . . . . . . . . . . . . . . . . . . . .
$
61,179
$
68,230
$
86,601
$
80,285
$
51,599
Income from continuing operations . . . . .
10,105
9,578
10,951
(1,066)
(32,029)
Net income . . . . . . . . . . . . . . . . . . . . . . . .
10,111
9,293
10,602
(1,606)
(27,684)
Dividends declared per common
share(2) . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.02
--
--
0.01
1.12
Balance Sheet Data:
Total assets(1) . . . . . . . . . . . . . . . . . . . . . .
$1,935,992
$1,983,280
$1,913,902
$1,856,646
$1,938,470
Total deposits . . . . . . . . . . . . . . . . . . . . . .
851,281
850,095
844,968
835,903
774,185
Long-term debt(1) . . . . . . . . . . . . . . . . . . .
333,824
387,330
381,183
364,019
359,593
Total stockholders' equity(1) . . . . . . . . . .
177,372
162,913
163,468
152,700
141,630
(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.
S-6


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 Citi-
group's senior debt indenture. The notes will be limited initially to an aggregate principal amount of
$1,000,000,000.
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 cre-
ated.
The notes will be issued on January 26, 2012 and will mature on January 30, 2042. The notes will bear inter-
est at a fixed rate of 5.875% per annum. Interest on the notes will be paid semi-annually on the 30th day of each
January and July, commencing July 30, 2012 (long first coupon). All payments of interest will be made to the
persons in whose names the notes are registered on the January 15 and July 15 preceding each 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 pro-
spectus.
S-7


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 January 19,
2012, 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 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 795,000,000
Barclays Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,000,000
Deutsche Bank Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,000,000
Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,000,000
UBS Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,000,000
Wells Fargo Securities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,000,000
Banca IMI S.p.A.* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Blaylock Robert Van, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
BNP Paribas Securities Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
CastleOak Securities, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Commerz Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Drexel Hamilton, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
HSBC Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Lebenthal & Co., LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Loop Capital Markets LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
nabSecurities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
National Bank of Canada Financial Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Nomura Securities International, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
RB International Markets (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Samuel A. Ramirez & Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
SunTrust Robinson Humphrey, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
TD Securities (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,000,000,000
* Banca IMI S.p.A. is not a U.S. registered broker-dealer and will not effect any offers or sales of any notes in
the United States unless it is through one or more U.S. registered broker-dealers, as permitted by the
regulations of the Financial Industry Regulatory Authority, Inc.
The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery
of the notes is 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 Cit-
igroup. 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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In connection with the offering, the underwriters may purchase and sell notes in the open market. Purchases
and sales in the open market may include short sales, purchases to cover short positions and stabilizing pur-
chases.
· Short sales involve secondary market sales by the underwriters of a greater number of notes than they are
required to purchase in the offering.
· 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.
Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters
for their own accounts, may have the effect of preventing or retarding a decline in the market price of the notes.
They may also cause the price of the notes to be higher than it would otherwise be in the absence of such trans-
actions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. 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 con-
cession from a syndicate member when that underwriter, in covering syndicate short positions or making stabiliz-
ing 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 for which they may receive customary fees and reimbursement of expenses.
Conflicts of Interest. Citigroup Global Markets Inc., the sole bookrunning manager for this offering, is a
subsidiary of Citigroup. Accordingly, the offering of the notes will conform with the requirements addressing
conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry
Regulatory Authority. Client accounts over which Citigroup Global Markets Inc. or any affiliate have investment
discretion are not permitted to purchase the notes, either directly or indirectly, without the specific written
approval of the accountholder.
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 January 26, 2012,
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.
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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 docu-
ment.
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 Direc-
tive (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 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 which is a qualified investor as defined in 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 amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and
includes any relevant implementing measure in each relevant member state and the expression "2010 PD
Amending Directive" means Directive 2010/73/EC.
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 King-
dom 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
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