Obbligazione CityCorp Inc 6.675% ( US172967HA25 ) in USD

CityCorp Inc

113.272 USD ▲

Stati Uniti

US172967HA25 ( in USD )

6.675% per anno ( pagato 2 volte l'anno)

12/09/2043

Prospetto opuscolo dell'obbligazione CITIGROUP INC US172967HA25 en USD 6.675%, scadenza 12/09/2043

1 000 USD

1 000 000 000 USD

172967HA2

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

12/03/2026 ( In 112 giorni )

Citigroup Inc. è una multinazionale statunitense operante nel settore dei servizi finanziari, offrendo una vasta gamma di prodotti e servizi bancari a clienti privati, aziende e istituzioni governative in tutto il mondo.

The Obbligazione issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967HA25, pays a coupon of 6.675% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 12/09/2043

The Obbligazione issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967HA25, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967HA25, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

PROSPECTUS
$2,420,000,000
$1,420,000,000 5.500% Subordinated Notes due 2025
$1,000,000,000 6.675% Subordinated Notes due 2043
The Federal Deposit Insurance Corporation (the "FDIC" or "Selling Securityholder") is selling $1,420,000,000 5.500% subordinated
notes due 2025 issued by Citigroup (the "2025 subordinated notes") and $1,000,000,000 6.675% subordinated notes due 2043 issued by Cit-
igroup (the "2043 subordinated notes", and together with the 2025 subordinated notes, the "subordinated notes"). Citigroup will not receive
any proceeds from the sale of the subordinated notes by the Selling Securityholder.
The 2025 subordinated notes will mature on September 13, 2025 and will bear interest at a fixed rate of 5.500% per annum. The 2043
subordinated notes will mature on September 13, 2043 and will bear interest at a fixed rate of 6.675% per annum. Interest on the subordinated
notes will be payable semi-annually in arrears on the 13th day of each March and September, commencing on March 13, 2014. Each series of
subordinated notes may be redeemed in whole, but not in part, at any time if changes involving United States taxation occur which could
require Citigroup to pay additional amounts, as described under "Description of the Subordinated Notes -- Payment of Additional Amounts"
and "Description of the Subordinated Notes -- Redemption for Tax Purposes" in this prospectus.
The subordinated notes will rank subordinate and junior in right of payment to Citigroup's senior indebtedness, as described in
"Description of the Subordinated Notes -- Subordination" in this prospectus.
The subordinated notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful to make
such offers. The subordinated notes have no established trading market. Application will be made to list the subordinated notes on the
Luxembourg Stock Exchange, but Citigroup is not required to maintain this listing. See "Description of the Subordinated Notes -- Listing" in
this prospectus.
Investing in the subordinated notes involves a number of risks. See "Risk Factors" in this prospectus, where specific risks related
to the subordinated notes are described, along with the other information in, or incorporated by reference in, this prospectus before
making your investment decision.
Neither the Securities and Exchange Commission nor any state securities commission nor the Luxembourg Stock Exchange has approved
or disapproved of these subordinated notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Per 2025
Per 2043
Subordinated Note
Subordinated Note
Combined Total
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
100.000%
$2,420,000,000
Underwriting Commissions to be paid by Citigroup(1) . . . . . . . . . . . . . . . . .
0.450%
0.875%
$
15,140,000
Proceeds to the Selling Securityholder(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
100.000%
$2,420,000,000
(1)
Citigroup has agreed to pay all discounts, underwriting commissions, transfer taxes and transaction fees, if any, applicable to the sale of
the subordinated notes and fees and disbursements of counsel for the Selling Securityholder incurred in connection with the sale.
(2)
Without deduction of any underwriting commissions.
Interest on the subordinated notes will accrue from September 13, 2013 to the date of delivery, if the subordinated notes are delivered
after that date.
Citigroup and the Selling Securityholder expect that the subordinated notes will be ready for delivery in book-entry form only through
The Depository Trust Company, Clearstream or Euroclear on or about September 13, 2013.
The subordinated notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup. The subordinated notes are not
insured by the Federal Deposit Insurance Corporation or by any other governmental agency or instrumentality.
Global Coordinator
Citigroup
Joint Lead Managers
RBC Capital Markets
US Bancorp
ANZ Securities
BNY Mellon Capital Markets, LLC
Credit Agricole CIB
Scotiabank
SOCIETE GENERALE
TD Securities
ABN AMRO
Banca IMI
BBVA Securities
BMO Capital Markets
Capital One Securities
CIBC
COMMERZBANK
Fifth Third Securities, Inc.
ING
Lloyds Securities
Macquarie Capital
Mitsubishi UFJ Securities
Mizuho Securities
nabSecurities, LLC
National Bank of Canada Financial
Natixis
Nomura
PNC Capital Markets LLC
Santander
SMBC Nikko
SunTrust Robinson Humphrey
UniCredit Capital Markets
September 10, 2013

TABLE OF CONTENTS
Page
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Selected Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Ratio of Income to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Citigroup Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Selling Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Description of the Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
United States Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Citigroup is responsible for the information contained and incorporated by reference in this prospectus and
in any related free writing prospectus that it prepares or authorizes. Citigroup has not, the Selling Securityholder
has not, and the underwriters have not, authorized anyone to provide you with any other information, and it takes
no responsibility for any other information that others may provide you. You should not assume that the
information contained in this prospectus, as well as information Citigroup previously filed with the Securities and
Exchange Commission and incorporated by reference herein, is accurate as of any date other than the date of the
relevant document. Citigroup is not, the Selling Securityholder is not, and the underwriters are not, making an
offer to sell the subordinated notes in any jurisdiction where its offer and sale is not permitted.
The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus.
This prospectus is an advertisement for the purposes of applicable measures implementing the European
Council Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the
relevant home Member State under such Directive the "Prospectus Directive"). A listing prospectus prepared
pursuant to the Prospectus Directive will be published, which can be obtained from Registre de Commerce et des
Sociétés à Luxembourg so long as any of the subordinated notes are outstanding and listed on the Luxembourg
Stock Exchange.
The distribution or possession of this prospectus in or from certain jurisdictions may be restricted by law.
Persons into whose possession this prospectus comes are required by Citigroup, the Selling Securityholder and
the underwriters to inform themselves about, and to observe any such restrictions, and none of Citigroup, the
Selling Securityholder and the underwriters accepts any liability in relation thereto. See "Underwriting" in this
prospectus.
In connection with this issue, RBC Capital Markets, LLC, as stabilizing manager (or persons acting on
behalf of the stabilizing manager), may over-allot subordinated notes of a series (provided that the aggregate
principal amount of subordinated notes allotted does not exceed 105% of the aggregate principal amount of the
-i-

subordinated notes of such series) or effect transactions with a view to supporting the market price of a series of
subordinated 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 subordinated notes is
made and, if begun, may be discontinued at any time but must end no later than the earlier of 30 days after the
issuance of the subordinated notes and 60 days after the allotment of the subordinated notes.
This prospectus is not an offer to sell these subordinated notes and is not soliciting an offer to buy these
subordinated notes in any jurisdiction where the offer or sale is not permitted or where the person making the
offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. See
"Underwriting" in this prospectus.
References in this prospectus to "dollars", "$" and "U.S. $" are to United States dollars.
-ii-

FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus and in other information incorporated by reference in this prospectus
are forward-looking statements within the meaning of the rules and regulations of the Securities and Exchange
Commission ("SEC"). Generally, forward-looking statements are not based on historical facts but instead
represent only Citigroup's and management's beliefs regarding future events. Such statements may be identified
by words such as believe, expect, anticipate, intend, estimate, may increase, may fluctuate, and similar
expressions, or future or conditional verbs such as will, should, would and could.
Such statements are based on management's current expectations and are subject to uncertainty and changes
in circumstances. Actual results may differ materially from those included in these statements due to a variety of
factors, including, without limitation, the precautionary statements included in this prospectus and the factors and
uncertainties listed under "Forward-Looking Statements" in Citigroup's 2012 Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013 and the quarter ended June 30, 2013 and
described under "Risk Factors" in Citigroup's 2012 Annual Report on Form 10-K.
RISK FACTORS
Your investment in the subordinated notes will involve several risks. You should carefully consider the
following discussion of risks, the factors listed and described under "Risk Factors" in Citigroup's 2012 Annual
Report on Form 10-K, and the other information provided or incorporated by reference in this prospectus, before
deciding whether an investment in the subordinated notes is suitable for you.
The Selling Securityholder is a Federal Agency and Your Ability to Bring a Claim Against the Selling
Securityholder Under the Federal Securities Laws May Be Limited.
The doctrine of sovereign immunity, as limited by the Federal Tort Claims Act (the "FTCA"), provides that
claims may not be brought against the United States of America or any agency or instrumentality thereof unless
specifically permitted by act of Congress. The FTCA bars claims for fraud or misrepresentation. At least one
federal court, in a case involving a federal agency, has held that the United States may assert its sovereign
immunity to claims brought under the federal securities laws. In addition, Section 2(f)(1) of the Federal Deposit
Insurance Act specifically provides that directors, members, officers and employees of the FDIC have no liability
under the Securities Act with respect to any claim arising out of or resulting from any alleged act or omission by
such person within the scope of such persons' employment in connection with any transaction involving the
disposition of assets (or any interest in assets or any obligations back by any assets) by the FDIC. Moreover, the
Selling Securityholder and its officers, agents, and employees are exempt from liability for any violation or
alleged violation of the anti-fraud provisions of Section 10(b) of the Exchange Act of 1934, as amended (the
"Exchange Act") by virtue of Section 3(c) thereof. Accordingly, any attempt to assert such a claim against the
officers, agents or employees of the Selling Securityholder for a violation of the Securities Act of 1933, as
amended (the "Securities Act") or the Exchange Act resulting from an alleged material misstatement in or
material omission from this prospectus or the registration statement of which this prospectus is a part or resulting
from any other act or omission in connection with the offering of the subordinated notes by the Selling
Securityholder would likely be barred.
SELECTED HISTORICAL FINANCIAL DATA
Selected historical financial information of Citigroup is being provided or incorporated by reference in this
prospectus. The information below is derived from the consolidated financial statements of Citigroup for each of
the periods presented. The information below is only a summary and should be read together with the financial
information incorporated by reference in this prospectus, copies of which can be obtained free of charge. See
"Where You Can Find More Information" in this prospectus.
In addition, you may receive copies of all of Citigroup's filings with the SEC that are incorporated by
reference in this prospectus free of charge at the office of Citigroup's listing agent, Banque Internationale à
1

Luxembourg, located at 69, route d'Esch, L-2953 Luxembourg so long as the subordinated notes are listed on the
Luxembourg Stock Exchange. Such documents will also be published on the website of the Luxembourg Stock
Exchange (www.bourse.lu) upon listing of the subordinated notes.
The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31,
2012, 2011 and 2010 and its consolidated unaudited financial statements for the periods ended June 30, 2013 and
2012 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,
2013
2012
2012
2011
2010
(dollars in millions, except per share
amounts)
Income Statement Data:
Total revenues, net of interest
expense(1) . . . . . . . . . . . . . . . . . . . . . . .
$
40,706
$
37,508
$
69,128
$
77,331
$
85,776
Income from continuing operations . . . . .
8,119
6,024
7,818
11,147
10,899
Net income . . . . . . . . . . . . . . . . . . . . . . . .
7,990
5,877
7,541
11,067
10,602
Dividends declared per common
share(2) . . . . . . . . . . . . . . . . . . . . . . . . .
0.02
0.02
0.04
0.03
--
Balance Sheet Data:
Total assets(1) . . . . . . . . . . . . . . . . . . . . . .
$1,883,988
$1,916,451
$1,864,660
$1,873,878
$1,913,902
Total deposits . . . . . . . . . . . . . . . . . . . . . .
938,427
914,308
930,560
865,936
844,968
Long-term debt(1) . . . . . . . . . . . . . . . . . . .
220,959
288,334
239,463
323,505
381,183
Total stockholders' equity(1) . . . . . . . . . .
195,926
183,911
189,049
177,806
163,468
(1) Effective January 1, 2010, Citigroup adopted Accounting Standards Codification (ASC) 860, formerly SFAS
No. 166 and ASC 810, formerly SFAS No. 167. The adoption was done on a prospective basis and,
accordingly, prior periods have not been restated.
(2) Amounts represent Citigroup's historical dividends per common share and have been adjusted to reflect
stock splits.
RATIO OF INCOME TO FIXED CHARGES
The following table shows the consolidated ratio of income to fixed charges for each of the five most recent
fiscal years and the six months ended June 30, 2013.
Six Months
Ended
Year Ended December 31,
June 30,
2013
2012
2011
2010
2009
2008
Ratio of income to fixed charges (excluding interest on deposits)
3.18
1.60
1.91
1.77
NM
NM
Ratio of income to fixed charges (including interest on deposits)
2.35
1.38
1.59
1.52
NM
NM
NM = Not meaningful
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act, Citigroup filed a registration statement relating to the subordinated notes
offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes
additional information. Citigroup has filed the exhibits discussed in this prospectus with the registration
statement, and you should read the exhibits carefully for provisions that may be important to you.
2

Citigroup files annual, quarterly and current reports, proxy statements and other information with the SEC.
You may read and copy any document Citigroup files at the SEC's public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. You can also request copies of these documents, upon payment of a duplicating fee, by
writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. These SEC filings are also available to the public from the SEC's web
site at http://www.sec.gov.
The SEC allows Citigroup to "incorporate by reference" the information it files with the SEC, which means
that it can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus. Information that Citigroup files later with
the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later
information over different information included in this prospectus. Citigroup incorporates by reference the
documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act (File No. 1-09924):
· Annual Report on Form 10-K for the fiscal year ending December 31, 2012, filed on March 1, 2013;
· Quarterly Reports on Form 10-Q for the quarter ending June 30, 2013, filed on August 2, 2013 and the
quarter ending March 31, 2013, filed on May 3, 2013; and
· Current Reports on Form 8-K filed on January 2, 2013, January 10, 2013, January 17, 2013 (to the extent
filed with the SEC), February 8, 2013, February 20, 2013, February 21, 2013, March 14, 2013, March 26,
2013, March 27, 2013, April 5, 2013 (to the extent filed with the SEC), April 15, 2013 (to the extent filed
with the SEC), April 17, 2013, April 26, 2013, April 30, 2013, May 1, 2013, May 15, 2013, May 17, 2013,
June 25, 2013, June 27, 2013, June 28, 2013 (to the extent filed with the SEC), July 1, 2013, July 8, 2013
(to the extent filed with the SEC), July 15, 2013 (to the extent filed with the SEC), July 25, 2013, July 30,
2013, August 1, 2013, August 9, 2013 and August 30, 2013.
In no event, however, will any of the information that Citigroup furnishes to, pursuant to Item 2.02 or
Item 7.01 of any Current Report on Form 8-K (including exhibits related thereto) or other applicable SEC rules,
rather than files with, the SEC be incorporated by reference or otherwise be included herein, unless such
information is expressly incorporated herein by a reference in such furnished Current Report on Form 8-K or
other furnished document.
All documents filed by Citigroup specified in Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and before the later of (1) the completion of the offering of the subordinated notes
described in this prospectus and (2) the date the broker-dealer subsidiaries of Citigroup stop offering
subordinated notes pursuant to this prospectus shall be incorporated by reference in this prospectus from the date
of filing of such documents.
You may request a copy of these filings, at no cost, by writing or telephoning Citigroup at the following
address:
Citigroup Document Services
540 Crosspoint Parkway
Getzville, NY 14068
(716) 730-8055 (tel.)
(877) 936-2737 (toll free)
3

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

SELLING SECURITYHOLDER
The Federal Deposit Insurance Corporation (the "FDIC" or "Selling Securityholder") acquired the
subordinated notes offered by this prospectus from Citigroup in connection with Citigroup's participation in a
loss-sharing arrangement pursuant to a master agreement entered into with the FDIC, the United States
Department of the Treasury ("Treasury") and the Board of Governors of the Federal Reserve System on
January 15, 2009 (as amended, the "Master Agreement") related to a pool of $301 billion of assets. Citigroup
issued to Treasury $4.034 billion of its perpetual preferred stock as consideration for the loss-sharing protection
provided by Treasury and $3.025 billion of its preferred stock to the FDIC as consideration for the loss-sharing
protection provided by the FDIC. Treasury's and the FDIC's perpetual preferred stock was exchanged for capital
securities issued by Citigroup Capital XXXIII on July 30, 2009 (the "Capital XXXIII Capital Securities"). On
December 23, 2009, as part of the repayment by Citigroup of funds invested by Treasury as part of TARP and an
agreement to terminate the Master Agreement, Treasury cancelled $1.8 billion of the $4.034 billion Capital
XXXIII Capital Securities it held, and the FDIC agreed to transfer an additional $800 million of its remaining
Capital XXXIII Capital Securities to Treasury upon the maturity of, and after deducting any losses from,
Citigroup debt issued under the FDIC's Temporary Liquidity Guarantee Program (the "TLGP"). The remaining
$2.234 billion Capital XXXIII Capital Securities held by Treasury were exchanged on September 29, 2010 and
were sold pursuant to an underwritten offering in the U.S. institutional and retail fixed income markets. On
December 28, 2012, the final series of Citigroup debt issued under the TLGP matured, and the FDIC transferred
$800 million Capital XXXIII Capital Securities to Treasury. Treasury exchanged all these Capital XXXIII
Capital Securities for Citigroup subordinated debt on February 4, 2013, and the subordinated debt was sold
pursuant to an underwritten offering in the U.S. institutional and retail fixed income markets. Pursuant to the
terms of an exchange agreement between the FDIC and Citigroup, dated September 9, 2013 (the "Exchange
Agreement"), the Selling Securityholder exchanged all of its Capital XXXIII Capital Securities for $1.420 billion
aggregate principal amount of 5.500% subordinated notes due September 13, 2025 issued by Citigroup (the
"2025 subordinated notes") and $1.000 billion aggregate principal amount of 6.675% subordinated notes due
September 13, 2043 issued by Citigroup (the "2043 subordinated notes" and, together with the 2025 subordinated
notes, the "subordinated notes"). The exchange took place, and the subordinated notes were issued to the Selling
Securityholder, on September 9, 2013.
The following description of the Selling Securityholder was provided by the FDIC. The FDIC is a
corporation organized under the laws of the United States. Congress established the FDIC in 1933 to provide
protection for bank depositors and to foster sound banking practices. In its corporate capacity the FDIC
administers the Deposit Insurance Fund and regulates and activities of insured depository institutions, and has,
among others, the power: to make contracts; to sue and be sued; to have succession until dissolved by an Act of
Congress and to exercise all powers specifically granted to it by law and such incidental powers as are necessary
to carry out the powers so granted. Pursuant to Section 3(c) of the Exchange Act, the FDIC benefits from certain
governmental immunities from actions under the federal securities laws. See "-- Governmental Immunity" in
this prospectus. The principal office of the FDIC is located at 550 17th Street, N.W., Washington, D.C. 20429.
The following table provides information regarding the beneficial ownership of the subordinated notes by
the Selling Securityholder, as of the date hereof. The number of subordinated notes set forth in the table below
represents all subordinated notes owned by the Selling Securityholder.
Aggregate Principal Amount of Subordinated Notes
Beneficially Owned
Beneficially Owned
Selling Securityholder
Prior to the Offering
Being Offered
After the Offering
Federal Deposit Insurance Corporation . . . . . . . . . .
$
2,420,000,000
$
2,420,000,000
$
0
Citigroup's operations are regulated by various U.S. governmental authorities, including in certain respects,
by the FDIC. Under the terms of the Exchange Agreement, Citigroup has agreed to reimburse certain expenses
and indemnify the FDIC for certain liabilities in connection with this offering, including any liabilities under the
Securities Act.
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Governmental Immunity
The doctrine of sovereign immunity, as limited by the Federal Tort Claims Act (the "FTCA"), provides that
claims may not be brought against the United States of America or any agency or instrumentality thereof unless
specifically permitted by act of Congress. The FTCA bars claims for fraud or misrepresentation. At least one
federal court, in a case involving a federal agency, has held that the United States may assert its sovereign
immunity to claims brought under the federal securities laws. In addition, Section 2(f)(1) of the Federal Deposit
Insurance Act specifically provides that directors, members, officers and employees of the FDIC have no liability
under the Securities Act with respect to any claim arising out of or resulting from any alleged act or omission by
such person within the scope of such persons' employment in connection with any transaction involving the
disposition of assets (or any interest in assets or any obligations back by any assets) by the FDIC. Moreover, the
Selling Securityholder and its officers, agents, and employees are exempt from liability for any violation or
alleged violation of the anti-fraud provisions of Section 10(b) of the Exchange Act by virtue of Section 3(c)
thereof. Accordingly, any attempt to assert such a claim against the officers, agents or employees of the Selling
Securityholder for a violation of the Securities Act or the Exchange Act resulting from an alleged material
misstatement in or material omission from this prospectus or the registration statement of which this prospectus
is a part or resulting from any other act or omission in connection with the offering of the subordinated notes by
the Selling Securityholder would likely be barred.
USE OF PROCEEDS
Citigroup will not receive any proceeds from the sale of the subordinated notes by the Selling
Securityholder.
Citigroup expects to incur additional indebtedness in the future. Citigroup or one of its subsidiaries may enter
into a swap agreement in connection with the sale of the subordinated notes and may earn income from that
transaction.
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DESCRIPTION OF THE SUBORDINATED NOTES
Set forth below is a description of the specific terms of the subordinated notes. The following description is
not intended to be complete and is qualified by the indenture, dated as of April 12, 2001, as amended, between
Citigroup and The Bank of New York Mellon, as successor trustee to Bank One Trust Company, N.A., which is
filed as an exhibit to the registration statement of which this prospectus forms a part, and by the Trust Indenture
Act of 1939, as amended. So that you may easily locate the more detailed provisions of the indenture, the
numbers in parentheses below refer to sections in the indenture. Additionally, wherever particular sections or
defined terms of the indenture are referred to, such sections or defined terms are incorporated herein by
reference as part of the statement made, and the statement is qualified in its entirety by such reference.
General
The subordinated notes offered by this prospectus are two series of subordinated notes issued under
Citigroup's subordinated debt indenture. The subordinated notes will initially be limited to an aggregate
combined principal amount of $2,420,000,000.
The subordinated notes will be issued only in fully registered form without coupons, in denominations of
$1,000 and whole multiples of $1,000 in excess thereof. All the notes are unsecured obligations of Citigroup and
will rank equally with all other unsecured and subordinated indebtedness of Citigroup, whether currently existing
or hereafter created, other than subordinated indebtedness that is designated as junior to the subordinated notes.
Citigroup may, without notice to or consent of the holders or beneficial owners of a series of subordinated
notes, issue additional notes having the same ranking, interest rate, maturity and other terms as the subordinated
notes of such series. Any such additional notes issued could be considered part of the same series of notes under
the indenture as the subordinated notes of such series.
The 2025 subordinated notes will initially be limited to an aggregate principal amount of $1,420,000,000,
will mature on September 13, 2025 and will bear interest at a fixed rate of 5.500% per annum. The 2043
subordinated notes will initially be limited to an aggregate principal amount of $1,000,000,000, will mature on
September 13, 2043 and will bear interest at a fixed rate of 6.675% per annum. Interest on the subordinated notes
will be paid semi-annually in arrears on the 13th day of each March and September, commencing on March 13,
2014. Interest will be calculated and paid as described in "-- Payments of Principal and Interest" in this
prospectus. The subordinated notes may be redeemed in whole, but not in part, at any time if changes involving
United States taxation occur which could require Citigroup to pay additional amounts, as described under "--
Payment of Additional Amounts" and "-- Redemption for Tax Purposes" in this prospectus.
The subordinated notes will rank subordinate and junior in right of payment to Citigroup's senior indebtedness,
as described in "-- Subordination" in this prospectus. On a consolidated basis, the aggregate principal amount of
senior indebtedness of Citigroup outstanding as of June 30, 2013 was approximately $246.2 billion. This senior
indebtedness consisted of approximately $164.1 billion of long-term debt, approximately $18.3 billion of
commercial paper and approximately $63.8 billion of other short-term borrowings.
Because Citigroup is a holding company, the claims of creditors of Citigroup's subsidiaries will have a
priority over Citigroup's equity rights and the rights of Citigroup's creditors, including the holders of the
subordinated notes, to participate in the assets of the subsidiary upon the subsidiary's liquidation. The
subordinated notes are not subject to any sinking fund.
Payments of Principal and Interest
The 2025 subordinated notes will bear interest at an annual rate of 5.500% and the 2043 subordinated notes
will bear interest at an annual rate of 6.675%, each payable semi-annually in arrears on March 13 and
September 13 of each year, commencing on March 13, 2014, and at maturity. Each date on which interest is
payable is called an "interest payment date." Interest will accrue from, and including, an interest payment date, or
September 13, 2013 in the case of the first interest period, to but excluding the next following interest payment
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