Obligation CityCorp Inc 0% ( US172967DS78 ) en USD

Société émettrice CityCorp Inc
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Etats-unis
Code ISIN  US172967DS78 ( en USD )
Coupon 0%
Echéance 25/08/2036



Prospectus brochure de l'obligation CITIGROUP INC US172967DS78 en USD 0%, échéance 25/08/2036


Montant Minimal 100 000 USD
Montant de l'émission 250 000 000 USD
Cusip 172967DS7
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's Baa2 ( Qualité moyenne inférieure )
Description détaillée Citigroup Inc. est une multinationale américaine offrant des services financiers diversifiés, incluant la banque de détail, la banque d'investissement, la gestion d'actifs et les services de marchés de capitaux, opérant dans le monde entier.

L'Obligation émise par CityCorp Inc ( Etats-unis ) , en USD, avec le code ISIN US172967DS78, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/08/2036

L'Obligation émise par CityCorp Inc ( Etats-unis ) , en USD, avec le code ISIN US172967DS78, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par CityCorp Inc ( Etats-unis ) , en USD, avec le code ISIN US172967DS78, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







PROSPECTUS SUPPLEMENT
(to prospectus dated March 2, 2006)
$250,000,000
Floating Rate Subordinated Notes due 2036
The subordinated notes will mature on August 25, 2036. The subordinated notes will bear interest at a floating rate
equal to three-month LIBOR plus 0.55%. Interest on the notes is payable quarterly on the 25th day of each February,
May, August and November, beginning November 27, 2006.
The subordinated notes will rank junior to Citigroup's senior indebtedness and will rank pari passu among
themselves.
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 ج Payment of Additional
Amounts'' and ""ج Redemption for Tax Purposes'' in the accompanying prospectus.
The subordinated notes are being offered globally for sale in the United States, Canada, 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 ج 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 ددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
99.3027%
$ 248,256,750
Underwriting Discount دددددددددددددددددددددددددددددددددددددددددددددددددددددددد
0.850%
$
2,125,000
Proceeds to Citigroup (before expenses) ددددددددددددددددددددددددددددددددددددددددد
98.4527%
$ 246,131,750
Interest on the notes will accrue from August 25, 2006 to the date of delivery. Net proceeds to Citigroup (after
expenses) are expected to be approximately $245,956,750.
The underwriters are offering the notes subject to various conditions. The underwriters expect that the notes will be
ready for delivery in book-entry form only through The Depository Trust Company, Clearstream or the Euroclear System
on or about August 25, 2006.
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.
Citigroup
Barclays Capital
Goldman, Sachs & Co.
Lehman Brothers
BNP Paribas
Credit Suisse
Danske Bank
Fortis
Loop Capital Markets, LLC
SBK-Brooks Investment Corp.
August 18, 2006


TABLE OF CONTENTS
Page
Prospectus Supplement
Selected Historical Financial Dataدددددددددددددددددددددددددددددددددددددددددددددددددددددد
S-3
Description of Subordinated Notes ددددددددددددددددددددددددددددددددددددددددددددددددددددد
S-4
Underwritingدددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
S-6
Legal Opinions دددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
S-8
The Trustee دددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
S-9
General Information ددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
S-9
Prospectus
Prospectus Summary ددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
1
Forward-Looking Statements دددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
7
Citigroup Inc. ددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
7
Use of Proceeds and Hedging ددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
8
European Monetary Union دددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
9
Description of Debt Securities ددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
9
United States Tax Documentation Requirements ددددددددددددددددددددددددددددددددددددددددد
34
United States Federal Income Tax Considerations دددددددددددددددددددددددددددددددددددددددد
36
Currency Conversions and Foreign Exchange Risk Affecting Debt Securities Denominated in a
Foreign Currency دددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
43
Description of Common Stock Warrants دددددددددددددددددددددددددددددددددددددددددددددددد
44
Description of Index Warrants ددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
46
Description of Capital Stockددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
49
Description of Preferred Stock ددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
50
Description of Depositary Shares ددددددددددددددددددددددددددددددددددددددددددددددددددددددد
53
Description of Stock Purchase Contracts and Stock Purchase Unitsدددددددددددددددددددددددددد
55
Plan of Distribution دددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
56
ERISA Considerations ددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
58
Legal Matters ددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
59
Experts دددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
59
You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. If anyone provides you with different or inconsistent
information, you should not rely on it. Citigroup is not making an offer to sell the notes in any jurisdiction
where their offer and sale is not permitted. You should assume that the information appearing in this
prospectus supplement and the accompanying prospectus, as well as information Citigroup previously filed
with the Securities and Exchange Commission and incorporated by reference, is accurate only as of the date of
the applicable document.
The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus
supplement and the accompanying prospectus.
Each of the prospectus and prospectus supplement is an advertisement for the purposes of applicable
measures implementing the European Council Directive 2003/71/EC (such Directive, together with any
applicable implementing measures in the relevant home Member State under such Directive, the ""Prospectus
Directive''). A listing prospectus prepared pursuant to the Prospectus Directive will be published, which can
be obtained from Registre de Commerce et des Soci et es fi
a 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.
This document is only being distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the ""Order'') or (iii) 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''). The notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with,
relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its
contents.
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 fia 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 Decem-
ber 31, 2005 and 2004, and its consolidated unaudited financial statements for the periods ended June 30, 2006
S-3


and 2005, 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 Six Months
Ended June 30,
At or for the Year Ended December 31,
2006
2005
2005
2004
2003
2002
2001
(dollars in millions, except per share amounts)
Income Statement Data:
Total revenues, net of interest
expense ددددددددددددددددد
$
44,365
$
41,365
$
83,642
$
79,635
$
71,594
$
66,246
$
61,621
Income from continuing
operations ددددددددددددددد
10,817
9,846
19,806
16,054
17,058
12,682
12,183
Net incomeدددددددددددددددد
10,904
10,514
24,589
17,046
17,853
15,276
14,126
Dividends declared per
common share(1) دددددددد
0.98
0.88
1.76
1.60
1.10
0.70
0.60
Balance Sheet Data:
Total assetsدددددددددددددددد
$1,626,551
$1,547,789
$1,494,037
$1,484,101
$1,264,032
$1,097,590(2) $1,051,850(2)
Total deposits دددددددددددددد
645,805
571,920(2) 591,828(2)
561,513(2)
473,614(2)
430,530(2)
374,208(2)
Long-term debt دددددددددددد
239,557
211,346
217,499
207,910
162,702
126,927
121,631
Total stockholders' equity دددد
115,428
113,037
112,537
109,291
98,014
86,718
81,247
(1) Amounts represent Citigroup's historical dividends per common share and have been adjusted to reflect stock splits.
(2) Reclassified to conform to the current period's presentation.
DESCRIPTION OF SUBORDINATED 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.
General
The subordinated notes offered by this prospectus supplement are a series of subordinated debt securities
issued under Citigroup's subordinated debt indenture. The notes will initially be limited to an aggregate
principal amount of $250,000,000. The notes will be issued only in fully registered form without coupons, in
denominations of $100,000 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 and subordinated indebtedness of
Citigroup, whether currently existing or hereinafter created, other than subordinated indebtedness which is
designated as junior to the notes.
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 August 25, 2006. The notes will bear interest at a floating rate from and
including August 25, 2006 to but excluding their maturity date (which is August 25, 2036). The interest rate
for each interest period will be a per annum rate equal to three-month LIBOR plus 0.55%. Interest on the
notes will be paid quarterly on the 25th day of each February, May, August and November, starting on
S-4


November 27, 2006. The interest rate for each interest period will be determined as described under
""Description of Debt Securities ج Interest Rate Determination ج Floating Rate Notes ج LIBOR Notes''
and ""ج Payments of Principal and Interest'' in the accompanying prospectus.
The subordinated notes will rank subordinate and junior in right of payment to Citigroup's senior
indebtedness, as described in ""Description of Debt Securities'' in the accompanying prospectus. On a
consolidated basis, the aggregate principal amount of senior indebtedness of Citigroup outstanding as of
June 30, 2006 was approximately $281.7 billion. This senior indebtedness consisted of approximately
$209.1 billion of long-term debt, approximately $33.1 billion of commercial paper and approximately
$39.5 billion of other short-term borrowings.
S-5


UNDERWRITING
The terms and conditions set forth in the terms agreement dated August 18, 2006, 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. دددددددددددددددددددددددددددددددددددددددددددددددددد
$208,750,000
Barclays Capital Inc. دددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
$
6,250,000
Goldman, Sachs & Co. دددددددددددددددددددددددددددددددددددددددددددددددددددددددد
$
6,250,000
Lehman Brothers Inc. ددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
$
6,250,000
BNP Paribas Securities Corp. ددددددددددددددددددددددددددددددددددددددددددددددددددد
$
3,750,000
Credit Suisse Securities (USA) LLC دددددددددددددددددددددددددددددددددددددددددددد
$
3,750,000
Danske Bank A/S ددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
$
3,750,000
Fortis Bank NV-SA ددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
$
3,750,000
Loop Capital Markets, LLC دددددددددددددددددددددددددددددددددددددددددددددددددددد
$
3,750,000
SBK-Brooks Investment Corp. دددددددددددددددددددددددددددددددددددددددددددددددددد
$
3,750,000
Total دددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددددد
$250,000,000
The underwriting agreement provides that the obligations of the underwriters to pay for and accept
delivery of the notes are subject to the approval of legal matters by their counsel and to other conditions. The
underwriters are committed to take and pay for all of the notes if any are taken.
The underwriters propose to offer part of the notes directly to the public at the public offering price set
forth on the cover page of this prospectus supplement and to certain dealers at the public offering price less a
concession not in excess of 0.500% of the principal amount of the notes. The underwriters may allow, and such
dealers may reallow, a concession to certain other dealers not in excess of 0.250% of the principal amount of
the notes.
After the public offering, the public offering price and the concessions to dealers may be changed by the
underwriters.
The underwriters are offering the notes subject to prior sale and their acceptance of the notes from
Citigroup. The underwriters may reject any order in whole or in part.
Citigroup has agreed to indemnify the underwriters against liabilities relating to material misstatements
and omissions.
In accordance with Regulation M of the United States Securities Exchange Act of 1934, the underwriters
may over-allot or effect transactions that stabilize or cover, each of which is described below.
, Over-allotment involves sales in excess of the offering size, which creates a short position for the
underwriters.
, Stabilizing transactions involve bids to purchase the notes so long as the stabilizing bids do not exceed
a specified maximum.
, Covering transactions involve purchases of the notes in the open market after the distribution has been
completed in order to cover short positions.
These transactions may cause the price of the notes to be higher than it would otherwise be in the absence
of such transactions. The underwriters are not required to engage in any of these activities and may end any of
S-6


these activities at any time. The underwriters may also impose a penalty bid. Penalty bids permit an
underwriter to reclaim a selling concession from a syndicate member when that underwriter, in covering
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 U.S. $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 ج Listing'' in the accompanying prospectus.
Citigroup has been advised by the underwriters that they presently intend to make a market in the notes, as
permitted by applicable laws and regulations. The underwriters are not obligated, however, to make a market
in the notes and may discontinue any market making at any time at their sole discretion. Accordingly,
Citigroup can make no assurance as to the liquidity of, or trading markets for, the notes.
The underwriters and their affiliates may engage in transactions (which may include commercial banking
transactions) with, and perform services for, Citigroup or one or more of its affiliates in the ordinary course of
business.
Citigroup Global Markets Inc., the lead manager for this offering, is a subsidiary of Citigroup.
Accordingly, the offering of the notes will conform with the requirements set forth in Rule 2720 of the
Conduct Rules of the NASD.
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 August 25, 2006,
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 following 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.
Each underwriter has represented and agreed that:
, it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
S-7


Section 21 of the Financial Services and Markets Act 2000 (the ""FSMA'')) received by it in
connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA
does not apply to Citigroup;
, it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the notes in, from or otherwise involving the United Kingdom;
, it will not offer or sell any notes directly or indirectly in Japan or to, or for the benefit of, any Japanese
person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person
except under circumstances which will result in compliance with all applicable laws, regulations and
guidelines promulgated by the relevant governmental and regulatory authorities in effect at the relevant
time. For purposes of this paragraph, ""Japanese person'' means any person resident in Japan, including
any corporation or other entity organized under the laws of Japan;
, it is aware of the fact that no securities prospectus (Wertpapierprospekt) under the German Securities
Prospectus Act (Wertpapierprospektgesetz, the ""Prospectus Act'') has been or will be published in
respect of the notes in the Federal Republic of Germany and that it will comply with the Prospectus
Act and all other laws and regulations applicable in the Federal Republic of Germany governing the
issue, offering and sale of the notes;
, no notes have been offered or sold and will be offered or sold, directly or indirectly, to the public in
France except to qualified investors (investisseurs qualifi es) and/or to a limited circle of investors
(cercle restreint d'investisseurs) acting for their own account as defined in article L. 411-2 of the
French Code Mon etaire et Financier and applicable regulations thereunder; and that the direct or
indirect resale to the public in France of any notes acquired by any qualified investors (investisseurs
qualifi es) and/or any investors belonging to a limited circle of investors (cercle restreint
d'investisseurs) may be made only as provided by articles L. 412-1 and L. 621-8 of the French Code
Mon etaire et Financier and applicable regulations thereunder; and that none of the prospectus
supplement, the prospectus or any other offering materials relating to the notes has been released,
issued or distributed to the public in France except to qualified investors (investisseurs qualifi es)
and/or to a limited circle of investors (cercle restreint d'investisseurs) mentioned above; and
, it and each of its affiliates have not offered or sold, and will not offer or sell, the notes by means of any
document to persons in Hong Kong other than persons whose ordinary business it is to buy or sell
shares or debentures, whether as principal or agent or otherwise in circumstances which do not
constitute an offer to the public within the meaning of the Hong Kong Companies Ordinance
(Chapter 32 of the Laws of Hong Kong), and unless permitted to do so under the securities laws of
Hong Kong, no person has issued or had in its possession for the purposes of issue, and will not issue or
have in its possession for the purpose of issue, any advertisement, document or invitation relating to the
notes other than with respect to the notes to be disposed of to persons outside Hong Kong or only to
persons whose business involves the acquisition, disposal or holding of securities, whether as principal
or agent.
LEGAL OPINIONS
The validity of the notes will be passed upon for Citigroup by Michael S. Zuckert, General Counsel,
Finance and Capital Markets of Citigroup, and for the underwriters by Cleary Gottlieb Steen & Hamilton
LLP, New York, New York. Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, has acted
as special U.S. tax counsel to Citigroup in connection with tax matters related to the issuance of the notes.
Mr. Zuckert beneficially owns, or has rights to acquire under Citigroup's employee benefit plans, an aggregate
of less than 1% of Citigroup's common stock. Cleary Gottlieb Steen & Hamilton LLP has from time to time
acted as counsel for Citigroup and its subsidiaries and may do so in the future.
S-8


THE TRUSTEE
The trustee under the subordinated debt indenture is J.P. Morgan Trust Company, National Association.
J.P. Morgan Trust Company, National Association has advised us that its parent, JPMorgan Chase & Co.
(""JPMorgan''), has entered into an agreement with The Bank of New York Company (""BNY'') pursuant to
which JPMorgan intends to exchange portions of J.P. Morgan Trust Company, National Association's
corporate trust business, including municipal and corporate trusteeships, for the consumer, small business and
middle market banking businesses of BNY's subsidiary, The Bank of New York. J.P. Morgan Trust Company,
National Association has further advised us that this exchange transaction has been approved by both
companies' boards of directors, is subject to regulatory approvals, and is expected to close in the late third
quarter or fourth quarter of 2006. Upon closing of the exchange transaction, J.P. Morgan Trust Company,
National Association anticipates that The Bank of New York would succeed it as trustee under the
subordinated debt indenture.
GENERAL INFORMATION
Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange.
The listing prospectus and Citigroup's current annual and quarterly reports, as well as all other documents
incorporated by reference in the listing prospectus, will be published on the website of the Luxembourg Stock
Exchange (www.bourse.lu) so long as any of the notes are outstanding and listed on the Luxembourg Stock
Exchange.
You can also request copies (free of charge) of (1) this prospectus supplement, the accompanying
prospectus and the indenture, and (2) Citigroup's annual, quarterly and current reports, as well as other
documents incorporated by reference in this prospectus supplement, including future annual, quarterly and
current reports, by following the directions under ""Where You Can Find More Information'' on page 6 of the
accompanying prospectus.
Resolutions relating to the issue and sale of the notes were adopted by the board of directors of Citigroup
on October 18, 2005 and by the Funding Committee of the board of directors dated as of August 18, 2006.
The notes have been accepted for clearance through Euroclear and Clearstream and have been assigned
Common Code No. 026584914, International Security Identification Number (ISIN) US172967 DS78, and
CUSIP No. 172967 DS 7.
S-9


PROSPECTUS
May Offer ج
Debt Securities
Common Stock Warrants
Index Warrants
Preferred Stock
Depositary Shares
Stock Purchase Contracts
Stock Purchase Units
Common Stock
Citigroup will provide the specific terms of these securities in supplements to this prospectus. You should
read this prospectus and the accompanying prospectus supplement carefully before you invest.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
These securities are not deposits or savings accounts but are unsecured obligations of Citigroup. These
securities are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
March 2, 2006