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2. the ISSUER Citigroup Is a Global Diversified Financial Services

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2. the ISSUER Citigroup Is a Global Diversified Financial Services 2. THE ISSUER Citigroup is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate clients. Citigroup was incorporated in Delaware in 1988 pursuant to the Delaware General Corporation Law. The Company is a bank holding company within the meaning of the U.S. Bank Holding Company Act of 1956 registered with, and subject to examination by, the Board of Governors of the Federal Reserve System (FRB). Some of the Company’s subsidiaries are subject to supervision and examination by their respective federal and state authorities. At December 31, 2008, the Company had approximately 134,400 full-time and 4,100 part-time employees in the United States and approximately 188,400 full-time employees outside the United States. During 2008, the Company benefited from substantial U.S. government financial involvement, including (i) raising an aggregate of $45 billion through the sale of Citigroup non-voting perpetual, cumulative preferred stock and warrants to purchase common stock to the U.S. Department of the Treasury, (ii) entering into a loss-sharing agreement with various U.S. government entities covering $301 billion of Company assets, and (iii) issuing $5.75 billion of senior unsecured debt guaranteed by the Federal Deposit Insurance Corporation (FDIC) (in addition to $26.0 billion of commercial paper and interbank deposits of Citigroup’s subsidiaries guaranteed by the FDIC outstanding at the end of 2008). In connection with these programs and agreements, Citigroup is required to pay consideration to the U.S. government, including in the form of dividends on the preferred stock and other fees. In addition, Citigroup has agreed not to pay common stock dividends in excess of $0.01 per share per quarter for three years (beginning in 2009) or to repurchase its common stock without the consent of U.S. government entities. For additional information on the above, see “TARP and Other Regulatory Programs” on page 44 of Schedule 1 attached hereto. On January 16, 2009, the Company announced a realignment, for management and reporting purposes, into two businesses: Citicorp, primarily comprised of the Company’s Global Institutional Bank and the Company’s international regional consumer banks; and Citi Holdings, primarily comprised of the Company’s brokerage and asset management business, local consumer finance business, and a special asset pool. Citigroup believes that the realignment will optimize the Company’s global businesses for future profitable growth and opportunities and will assist in the Company’s ongoing efforts to reduce its balance sheet and simplify its organization. Please see more detail on page 7 of Schedule 1 attached hereto. On February 27, 2009, the Company announced an exchange offer of its common stock for up to $27.5 billion of its existing preferred securities and trust preferred securities at a conversion price of $3.25 per share. The U.S. government will match this exchange up to a maximum of $25 billion of its preferred stock at the same conversion price. These transactions are intended to increase the Company’s tangible common equity (TCE) and will require no additional U.S. government investment in Citigroup. Please see more detail on page 7 of Schedule 1 attached hereto. The principal executive offices of the Company are located at 399 Park Avenue, New York, New York 10043, telephone number 001-1-212-559-1000. Additional information about Citigroup is available on the Company’s Web site at www.citigroup.com. Citigroup’s annual report on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K, as well as the Company's other filings with the U.S. Securities and Exchange Commission are available free of charge through the Company’s Web site by clicking on the “Investors” page and selecting “All SEC Filings.” The U.S. Securities and Exchange 40446-00030 BN:937226.8 2 Commission Web site contains reports, proxy and information statements, and other information regarding the Company at www.sec.gov. 2.1 Risk Factors You should carefully consider the following risk factors, as well as other information set out in this Annual Registration Statement, prior to making an investment in the Bonds. The risks described below are not the only ones that may affect the Bonds. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Relating to Citigroup The ability of Citigroup to fulfill its obligations under the Bonds is dependent on the earnings of its subsidiaries. Citigroup is a holding company that does not engage in any material amount of business activities that generate revenues. Citigroup services its obligations primarily with dividends and advances from its subsidiaries. Its subsidiaries that operate in the banking and securities businesses can only pay dividends if they are in compliance with applicable regulatory requirements imposed on them by federal and state regulatory authorities. Its subsidiaries may be subject to credit agreements that also may restrict their ability to pay dividends. If such subsidiaries did not realize sufficient earnings to satisfy applicable regulatory requirements, or if such requirements were changed to further restrict the ability of such subsidiaries to pay dividends to Citigroup, Citigroup’s ability to fulfill its obligations under the Bonds may be adversely affected. Under U.S. banking law, Citigroup may be required to apply its available funds to support the financial position of its banking subsidiaries, rather than to fulfill its obligations under the Bonds. Under longstanding policy of The Board of Governors of the U.S. Federal Reserve System, a bank holding company (such as Citigroup) is expected to act as a source of financial strength for its subsidiary banks and to commit resources to support such banks. As a result of that policy, Citigroup may be required to commit resources (in the form of investments or loans) to its subsidiary banks in amounts or at times that could adversely affect its ability to also fulfill its obligations under the Bonds. Reduction of Citigroup’s ratings may reduce the market value and liquidity of the Bonds. Each rating agency rating may reduce or withdraw its ratings of Citigroup at any time in the future if, in its judgment, circumstances warrant a change. No rating agency is obligated to maintain its ratings at their current levels. If a rating agency reduces or withdraws its rating of Citigroup, the liquidity and market value of the Bonds are likely to be adversely affected. As of 26 March 2009, Citigroup has been assigned long-term unsecured senior debt ratings of ‘‘A (Negative)’’ by Standard & Poor's ‘‘A3 (Stable)’’ by Moody’s Investors Service and “A+ (Stable) by Fitch Ratings. Relating to the Bonds Changes in exchange rates could reduce the market value of the Bonds and the value of payments on the Bonds to an investor. 40446-00030 BN:937226.8 3 An investment in Bonds denominated in a currency (the “specified currency”) that is not the currency of the investor’s jurisdiction (the “investor’s currency”) entails risks that are not present in a similar investment in a debt security denominated in the investor’s currency. These risks include: • The possibility of significant market changes in rates of exchange between the investor’s currency and the specified currency and • The possibility of significant changes in rates of exchange between the investor’s currency and the specified currency resulting from official redenomination or revaluation of the specified currency or the investor’s currency. These risks depend on factors over which Citigroup has no control and which may not be readily foreseeable, such as economic events (both national and global), political events and the supply of, and demand for, the relevant currencies. The rates of exchange between currencies in which Bonds may be denominated have historically been volatile, and this volatility may be expected in the future. Past fluctuations in particular rates of exchange are not necessarily indicative of future fluctuations that may occur during the term of any Bond. Depreciation of the specified currency for a particular Bond against the investor’s currency would result in a reduction of the effective yield of such Bond below its coupon rate and could result in a substantial loss to the investor at maturity in terms of the investor’s currency. Changes in market interest rates may result in reduced market value of an investment in fixed rate Bonds. If market interest rates increase after an investor has invested in Bonds bearing interest at a fixed rate, the market value of those Bonds may be adversely affected. Early repayment of Bonds may expose an investor to reinvestment risk. As described under “Description of Bonds—Redemption for Tax Purposes”, Citigroup has the right to redeem the Bonds prior to their maturity date in the event of certain changes in U.S. tax laws. Upon an investor’s receipt of the redemption proceeds for his Bonds, the investor may not be able to reinvest those proceeds in an investment with a comparable yield to the Bonds or in an investment of similar or better credit quality. Legal investment considerations may restrict investments by some investors. The investment activities of certain investors are subject to legal investment laws and regulations, or to review or approval by governmental authorities. Each potential investor should consult its advisors to determine whether and to what extent (a) the Bonds are a legal investment for it, (b) the Bonds can be used as collateral for borrowings, pledges or repurchase transactions and (c) any other consequences of a proposed investment in Bonds. Institutions that are subject to risk-based capital or similar rules should consult their advisors or regulators to determine the treatment of the Bonds under such rules.
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