Bond CityCorp Inc 3.1% ( XS0306606418 ) in JPY

CityCorp Inc

100 % ▲

United States

XS0306606418 ( in JPY )

3.1% per year ( payment 1 time a year)

25/06/2047

Prospectus brochure of the bond CITIGROUP INC XS0306606418 en JPY 3.1%, maturity 25/06/2047

100 000 JPY

40 000 000 000 JPY

26/12/2025 ( In 36 days )

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 JPY, with the ISIN code XS0306606418, pays a coupon of 3.1% per year.
The coupons are paid 1 time per year and the Bond maturity is 25/06/2047

PROSPECTUS SUPPLEMENT
(to prospectus dated March 2, 2006)
Í145,000,000,000
Í50,000,000,000 2.80% Notes due 2027
Í55,000,000,000 3.00% Notes due 2037
Í40,000,000,000 3.10% Notes due 2047
The 2027 notes will mature on June 25, 2027. The 2027 notes will bear interest at a fixed rate of 2.80% per annum.
The 2037 notes will mature on June 26, 2037. The 2037 notes will bear interest at a fixed rate of 3.00% per annum.
The 2047 notes will mature on June 26, 2047. The 2047 notes will bear interest at a fixed rate of 3.10% per annum.
Interest on the notes is payable in equal installments semi-annually on the 26th day of each June and December,
commencing December 26, 2007. 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
Notes Ì Payment of Additional Amounts'' and ""Ì 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 Ì 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 Offering
Underwriting
Proceeds to
Price
Discount
Citigroup
Per 2027 Note ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
99.938%
.500%
99.438%
Í 49,969,000,000
Í250,000,000
Í 49,719,000,000
Per 2037 Note ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
99.626%
.600%
99.026%
Í 54,794,300,000
Í330,000,000
Í 54,464,300,000
Per 2047 Note ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
99.852%
.700%
99.152%
Í 39,940,800,000
Í280,000,000
Í 39,660,800,000
Combined Total (before expenses)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Í144,704,100,000
Í860,000,000
Í143,844,100,000
Interest on the notes will accrue from June 26, 2007 to the date of delivery. Net proceeds to Citigroup (after
expenses) are expected to be approximately Í143,822,575,000.
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 the Euroclear System
on or about June 26, 2007.
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.
Nikko Citigroup
BNP PARIBAS
Deutsche Bank
Mitsubishi UFJ Securities International plc
Mizuho International
Nomura International
June 15, 2007

TABLE OF CONTENTS
Page
Prospectus Supplement
Selected Historical Financial DataÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
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Description of Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
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UnderwritingÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
S-7
Legal Opinions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
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General Information ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
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Prospectus
Prospectus Summary ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1
Forward-Looking Statements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
7
Citigroup Inc. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
7
Use of Proceeds and Hedging ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
8
European Monetary Union ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
9
Description of Debt Securities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
9
United States Tax Documentation Requirements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
34
United States Federal Income Tax Considerations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
36
Currency Conversions and Foreign Exchange Risk Affecting Debt Securities Denominated in a
Foreign Currency ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
43
Description of Common Stock Warrants ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
44
Description of Index Warrants ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
46
Description of Capital StockÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
49
Description of Preferred Stock ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
50
Description of Depositary Shares ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
53
Description of Stock Purchase Contracts and Stock Purchase UnitsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
55
Plan of Distribution ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
56
ERISA Considerations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
58
Legal Matters ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
59
Experts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
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.
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The distribution or possession of this prospectus and prospectus supplement in or from certain
jurisdictions may be restricted by law. Persons into whose possession this prospectus and prospectus
supplement come are required by Citigroup and the underwriters to inform themselves about, and to observe
any such restrictions, and neither Citigroup nor any of the underwriters accepts any liability in relation thereto.
To the extent the offer of the notes is made in any Member State of the European Economic Area that
has implemented the Prospectus Directive before the date of publication of a prospectus in relation to the
notes which has been approved by the competent authority in that Member State in accordance with the
Prospective Directive (or, where appropriate, published in accordance with the Prospectus Directive and
notified to the competent authority in that Member State in accordance with the Prospectus Directive), the
offer (including any offer pursuant to this document) is only addressed to qualified investors in that Member
State within the meaning of the Prospectus Directive or has been or will be made otherwise in circumstances
that do not require Citigroup to publish a prospectus pursuant to the Prospectus Directive.
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 Limited as stabilizing manager (or persons
acting on behalf of the stabilizing manager) may over-allot notes of a series (provided that the aggregate
principal amount of notes allotted does not exceed 105% of the aggregate principal amount of the notes of such
series) 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.''
Nikko Cordial Corporation and Citigroup Inc. have established a series of business alliances in respect of
JapanÓrelated activities. Citigroup Global Markets Limited is authorized to conduct JapanÓrelated business
under the name Nikko Citigroup.
References in this prospectus supplement to ""dollars'', ""$'' and ""U.S. $'' are to United States dollars and
to ""Yen'' and ""Í'' are Japanese Yen.
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
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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, 2006 and 2005, and its consolidated unaudited financial statements for the periods ended March 31,
2007 and 2006, are incorporated herein by reference. These statements are obtainable free of charge at the
office of Citigroup's listing agent, at the address set forth in the preceding paragraph.
At or for the Three Months
Ended March 31,
At or for the Year Ended December 31,
2007
2006
2006
2005
2004
2003
2002
(dollars in millions, except per share amounts)
Income Statement Data:
Total revenues, net of
interest expense ÏÏÏÏÏÏÏÏÏ
$
25,459
$
22,183
$
89,615
$
83,642
$
79,635
$
71,594
$
66,246
Income from continuing
operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
5,012
5,555
21,249
19,806
16,054
17,058
12,682
Net incomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
5,012
5,639
21,538
24,589
17,046
17,853
15,276
Dividends declared per
common share(1) ÏÏÏÏÏÏÏ
0.54
0.49
1.96
1.76
1.60
1.10
0.70
Balance Sheet Data:
Total assetsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$2,020,966
$1,586,201
$1,884,318
$1,494,037
$1,484,101
$1,264,032
$1,097,590
Total deposits ÏÏÏÏÏÏÏÏÏÏÏÏÏ
738,521
627,358
712,041
591,828
561,513
473,614
430,530
Long-term debt ÏÏÏÏÏÏÏÏÏÏÏ
310,768
227,165
288,494
217,499
207,910
162,702
126,927
Total stockholders' equity ÏÏÏ
122,083
114,418
119,783
112,537
109,291
98,014
86,718
(1) Amounts represent Citigroup's historical dividends per common share and have been adjusted to reflect stock splits.
DESCRIPTION OF NOTES
The following description of the particular terms of the notes supplements the description of the general
terms set forth in the accompanying prospectus. It is important for you to consider the information contained
in the accompanying prospectus and this prospectus supplement before making your decision to invest in the
notes. If any specific information regarding the notes in this prospectus supplement is inconsistent with the
more general terms of the notes described in the prospectus, you should rely on the information contained in
this prospectus supplement.
General
The notes offered by this prospectus supplement are three series of senior debt securities issued under
Citigroup's senior debt indenture.
The notes will be issued only in fully registered form without coupons, in denominations of Í100,000 and
integral multiples of Í100,000. All the notes are unsecured obligations of Citigroup and will rank equally with
all other unsecured senior indebtedness of Citigroup, whether currently existing or hereinafter created.
Citigroup may, without notice to or consent of the holders or beneficial owners of a series of notes, issue
additional notes having the same ranking, interest rate, maturity and other terms as the notes of such series.
Any such additional notes issued could be considered part of the same series of notes under the indenture as
the notes of such series.
The currency for payment for the notes is Yen. However, when interests in the notes are held through
DTC, all payments in respect of such DTC notes will be made in U.S. dollars, unless the holder of a beneficial
interest in the DTC notes elects to receive payment in Yen. See ""Currency Conversions and Foreign
Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency Ì Currency Conversion'' in
the accompanying prospectus.
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The notes will be issued on June 26, 2007. The 2027 notes will bear interest at a fixed rate of 2.80% per
annum; the 2037 notes will bear interest at a fixed rate of 3.00% per annum; and the 2047 notes will bear
interest at a fixed rate of 3.10% per annum. Interest on the notes will be paid semi-annually in equal
installments on the 26th day of each June and December, commencing December 26, 2007, except that in the
case of the 2027 notes, the last interest payment will be made on their maturity date (short last coupon). All
payments of interest will be made to the persons in whose names the notes are registered on the June 15 or
December 15 preceding the interest payment date.
The amount of each semi-annual interest payment per Í100,000 principal amount will be Í1,400 in the
case of the 2027 notes (except for the last payment at maturity, which will be Í1,388), Í1,500 in the case of
the 2037 notes and Í1,550 in the case of the 2047 notes.
Interest for any period shorter than a full semi-annual interest period will be calculated on the basis of the
actual number of days elapsed and a year of 365 days. All Yen amounts resulting from this calculation will be
rounded to the nearest Yen, with five-tenths or more of Í1 to be rounded upwards to the nearest Í1 per note.
Interest will be otherwise calculated and paid as described under ""Description of Debt Securities Ì Interest
Rate Determination Ì Fixed Rate Notes'' and ""Ì Payments of Principal and Interest'' in the accompanying
prospectus.
The notes are subject to the defeasance provisions explained in ""Description of Debt Securities Ì
Defeasance; Senior Debt Indenture'' in the accompanying prospectus. Any funds or securities deposited
pursuant to the defeasance provisions will be Yen or Japanese government notes.
A fiscal agency agreement has been entered into in relation to the notes among Citigroup, the trustee
under the senior debt indenture, Citibank, N.A. London office, as fiscal agent, registrar, principal paying agent
and exchange agent, and the other paying agent named therein. Payment of principal and interest on the notes
will be made through the office of the fiscal agent in London. The holders of notes are bound by, and are
deemed to have notice of, the provisions of the fiscal agency agreement. Copies of the fiscal agency agreement
are available for inspection during usual business hours at the principal office of the fiscal agent in London.
Book-Entry Notes
General
Notes of a series which are offered and sold outside the United States (the ""international notes'') will be
represented by beneficial interests in fully registered permanent global notes (the ""international global notes'')
without interest coupons attached, which will be registered in the name of Citivic Nominees Limited, as
nominee for, and shall be deposited on or about June 26, 2007 with Citibank, N.A. London office, as common
depositary for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream.
Notes of a series which are offered and sold in the United States (the ""DTC notes'') will be represented
by beneficial interests in fully registered permanent global notes (the ""DTC global notes'' and together with
the international global notes, the ""global notes'') without interest coupons attached, which will be deposited
on or about June 26, 2007 with Citibank, N.A. London office, as custodian for, and registered in the name of
Cede & Co., as nominee for, The Depository Trust Company.
Together, the series of notes represented by the global notes will equal the aggregate principal amount of
such series of notes outstanding at any time. The amount of notes represented by each of the DTC global notes
and the international global notes is evidenced by the register maintained for that purpose by the registrar.
Beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through,
records maintained by DTC, Euroclear and Clearstream and their participants. Except as described herein,
individual registered certificates will not be issued in exchange for beneficial interests in the global notes.
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A holder of international notes will receive all payments under the international notes in Yen. A holder of
DTC notes will receive all payments under the DTC notes in U.S. dollars, unless such holder makes an election to
receive payment in Yen as described in the accompanying prospectus under ""Currency Conversions and Foreign
Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency Ì Currency Conversions''.
Subject to applicable law and the terms of the indenture, Citigroup, the registrar and any paying agent
will treat the persons in whose names the global notes are registered, initially Cede & Co. and Citivic
Nominees Limited, as owners of such notes for the purpose of receiving payments of principal and interest
(and additional amounts, if any) on the notes and for all other purposes whatsoever. Therefore, none of
Citigroup, the registrar or any paying agent has any direct responsibility or liability for the payment of
principal of or interest on the notes to owners of beneficial interests in the global notes. All payments made by
Citigroup to the registered holders of the global notes shall discharge the liability of Citigroup under the notes
to the extent of the sums so paid.
Secondary Market Trading in Relation to Global Notes
Trading between Euroclear and/or Clearstream Participants
Secondary market sales of book-entry interests in the notes held through Euroclear or Clearstream to
purchasers of book-entry interests in the international notes through Euroclear or Clearstream will be
conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream and
will be settled using the procedures applicable to conventional Eurobonds.
Trading between DTC Participants
Secondary market sales of book-entry interests in the DTC notes between DTC participants will occur in
the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to United
States corporate debt obligations if payment is effected in U.S. dollars, or free of payment if payment is not
effected in U.S. dollars. Where payment is not effected in U.S. dollars, separate payment arrangements
outside DTC are required to be made between the DTC participants.
Trading between DTC Seller and Euroclear/Clearstream Purchaser
When book-entry interests in notes are to be transferred from the account of a DTC participant holding a
beneficial interest in a DTC global security to the account of a Euroclear or Clearstream accountholder
wishing to purchase a beneficial interest in an international global security (subject to any procedures provided
for in the fiscal agency agreement), the DTC participant will deliver instructions for delivery to the relevant
Euroclear or Clearstream accountholder to DTC by 12:00 noon, New York City time, on the settlement date.
Separate payment arrangements are required to be made between the DTC participant and the relevant
Euroclear or Clearstream accountholder. On the settlement date, the custodian will instruct the registrar to
(i) decrease the amount of notes registered in the name of Cede & Co. and evidenced by the DTC global note
and (ii) increase the amount of notes registered in the name of the nominee (being Citivic Nominees
Limited) of the common depositary for Euroclear and Clearstream and evidenced by the international global
note. Book-entry interests will be delivered free of payment to Euroclear or Clearstream, as the case may be,
for credit to the relevant accountholder on the first business day following the settlement date but for value on
the settlement date.
Trading between Euroclear/Clearstream Seller and DTC Purchaser
When book-entry interests in the notes are to be transferred from the account of a Euroclear or
Clearstream accountholder to the account of a DTC participant wishing to purchase a beneficial interest in a
DTC global security (subject to any procedures provided for in the fiscal agency agreement), the Euroclear or
Clearstream participant must send to Euroclear or Clearstream delivery free of payment instructions by
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7:45 p.m., Luxembourg/Brussels time, as the case may be, one business day prior to the settlement date.
Euroclear or Clearstream, as the case may be, will in turn transmit appropriate instructions to the common
depositary for Euroclear and Clearstream and the registrar to arrange delivery to the DTC participant on the
settlement date. Separate payment arrangements are required to be made between the DTC participant and
the relevant Euroclear and Clearstream accountholder, as the case may be.
On the settlement date, the common depositary for Euroclear and Clearstream will (a) transmit
appropriate instructions to the custodian who will in turn deliver such book-entry interests in the notes free of
payment to the relevant account of the DTC participant and (b) instruct the registrar to (i) decrease the
amount of notes registered in the name of the nominee (being Citivic Nominees Limited) of the common
depositary for Euroclear and Clearstream and evidenced by the international global notes and (ii) increase the
amount of notes registered in the name of Cede & Co. and evidenced by the DTC global security.
Although the foregoing sets out the procedures of Euroclear, Clearstream and DTC in order to facilitate
the transfers of interests in the notes among participants of DTC, Clearstream and Euroclear, none of
Euroclear, Clearstream or DTC is under any obligation to perform or continue to perform such procedures,
and such procedures may be discontinued at any time. Neither we, the fiscal agent, the registrar, the trustee,
any paying agent, any underwriter or any affiliate of any of the above, nor any person by whom any of the
above is controlled for the purposes of the United States Notes Act of 1933, as amended, will have any
responsibility for the performance by DTC, Euroclear and Clearstream or their respective direct or indirect
participants or accountholders of their respective obligations under the rules and procedures governing their
operations or for the sufficiency for any purpose of the arrangements described above.
UNDERWRITING
The terms and conditions set forth in the terms agreement dated June 15, 2007, 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
Principal Amount
Principal Amount
Underwriter
of 2027 Notes
of 2037 Notes
of 2047 Notes
Citigroup Global Markets Limited ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Í49,500,000,000
Í54,500,000,000
Í39,500,000,000
BNP Paribas ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
100,000,000
100,000,000
100,000,000
Deutsche Bank AG, London Branch ÏÏÏÏÏÏÏÏÏÏÏÏÏ
100,000,000
100,000,000
100,000,000
Mitsubishi UFJ Securities International plc ÏÏÏÏÏÏÏ
100,000,000
100,000,000
100,000,000
Mizuho International plc ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
100,000,000
100,000,000
100,000,000
Nomura International plc ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
100,000,000
100,000,000
100,000,000
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Í50,000,000,000
Í55,000,000,000
Í40,000,000,000
The underwriting agreement provides that the obligations of the underwriters to pay for and accept
delivery of the notes are subject to the approval of legal matters by their counsel and to other conditions. The
underwriters are committed to take and pay for all of the notes if any are taken.
The underwriters propose to offer part of the 2027 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 0.30% of the principal amount of the notes.
The underwriters propose to offer part of the 2037 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 0.40% of the principal amount of the notes.
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The underwriters propose to offer part of the 2047 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 0.50% 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
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 $175,000.
Each series of notes is 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 Ì 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 Limited, 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 June 26, 2007,
which is the seventh 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
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such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof
or the next three business days 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.
Selling Restrictions
European Economic Area
Each underwriter has represented and agreed that in relation to each Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a ""Relevant Member State''), an
offer to the public of any notes which are the subject of the offering contemplated by this prospectus
supplement and the accompanying prospectus may not be made in that Relevant Member State except that an
offer to the public in that Relevant Member State of any notes may be made at any time under the following
exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not
so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than 443,000,000 and (3) an annual net turnover of more
than 450,000,000, as shown in its last annual or consolidated accounts;
(c) by the underwriters to fewer than 100 natural or legal persons (other than qualified investors as
defined in the Prospectus Directive) subject to obtaining the prior consent of Citigroup Global Markets
Limited for any such offer; or
(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
For the purposes of this provision, the expression an ""offer of notes to the public'' in relation to any notes
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 notes to be offered so as to enable an investor to decide to
purchase or subscribe the notes, as the same 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 includes any relevant implementing measure in each Relevant Member
State;
United Kingdom
Each underwriter:
(a) 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
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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 the Issuer; and
(b) 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.
France
No prospectus (including any amendment, supplement or replacement thereto) has been prepared in
connection with the offering of the notes that has been approved by the Autorit e des march es financiers or by
the competent authority of another State that is a contracting party to the Agreement on the European
Economic Area and notified to the Autorit e des march es financiers; no notes have been offered or sold nor will
be offered or sold, directly or indirectly, to the public in France; the prospectus or any other offering material
relating to the notes have not been distributed or caused to be distributed and will not be distributed or caused
to be distributed to the public in France; such offers, sales and distributions have been and shall only be made
in France to persons licensed to provide the investment service of portfolio management for the account of
third parties, qualified investors (investisseurs qualifi es) and/or a restricted circle of investors (cercle restreint
d'investisseurs), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1,
D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code mon etaire et financier. The direct
or indirect distribution to the public in France of any so acquired notes may be made only as provided by
Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code mon etaire et financier and
applicable regulations thereunder.
Italy
Each underwriter has not and will not publish a prospectus in Italy in connection with the offering of the
notes. Such offering has not been cleared by the Italian Securities Exchange Commission (Commissione
Nazionale per le Societ fia e la Borsa, the ""CONSOB'') pursuant to Italian securities legislation and,
accordingly, the notes may not and will not be offered, sold or delivered, nor may or will copies of the
prospectus or any other documents relating to the notes be distributed in Italy, except (i) to professional
investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regula-
tion No. 11522 of July 1, 1998, as amended, (the ""Regulation No. 11522''), or (ii) in other circumstances
which are exempted from the rules governing offers of securities to the public pursuant to Article 100 of
Legislative Decree No. 58 of February 24, 1998 (the ""Italian Finance Law'') and Article 33, first paragraph,
of CONSOB Regulation No. 11971 of May 14, 1999, as amended.
Any offer, sale or delivery of the notes or distribution of copies of the prospectus supplement,
accompanying prospectus or any other document relating to the notes in Italy may and will be effected in
accordance with all Italian securities, tax, exchange control and other applicable laws and regulations, and, in
particular, will be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such
activities in Italy in accordance with the Italian Finance Law, Legislative Decree No. 385 of September 1,
1993, as amended (the ""Italian Banking Law''), Regulation No. 11522, and any other applicable laws and
regulations; (ii) in compliance with Article 129 of the Italian Banking Law and the implementing guidelines
of the Bank of Italy; and (iii) in compliance with any other applicable notification requirement or limitation
which may be imposed by CONSOB or the Bank of Italy.
Any investor purchasing the notes in the offering is solely responsible for ensuring that any offer or resale
of the notes it purchased in the offering occurs in compliance with applicable Italian laws and regulations.
The prospectus supplement, accompanying prospectus and the information contained therein are
intended only for the use of its recipient and, unless in circumstances which are exempted from the rules
governing offers of securities to the public pursuant to Article 100 of the Italian Finance Law and Article 33,
first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended, is not to be distributed, for
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