Bond Citigroup 2.125% ( XS1107727007 ) in EUR

Citigroup

100 % ▲

United States

XS1107727007 ( in EUR )

2.125% per year ( payment 1 time a year)

09/09/2026

Prospectus brochure of the bond Citigroup XS1107727007 en EUR 2.125%, maturity 09/09/2026

100 000 EUR

1 000 000 000 EUR

10/09/2025 ( In 157 days )

Citigroup is a multinational investment bank and financial services corporation providing a wide range of financial products and services, including consumer banking, corporate and investment banking, securities brokerage, and asset management, across numerous global markets.

The Bond issued by Citigroup ( United States ) , in EUR, with the ISIN code XS1107727007, pays a coupon of 2.125% per year.
The coupons are paid 1 time per year and the Bond maturity is 09/09/2026

BASE PROSPECTUS

U.S.$110,000,000,000
Programme for the issuance of
Euro Medium-Term Notes, Series B
Under the Programme for the issuance of Euro Medium-Term Notes, Series B described in this Base Prospectus
which constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended) (the
"Programme{ XE "Programme" }"), Citigroup Inc. (the "Issuer{ XE "Issuer" }" or "Citigroup{ XE "Citigroup" }")
may from time to time issue senior notes (the "Senior Notes{ XE "Senior Notes" }") and subordinated notes (the
"Subordinated Notes{ XE "Subordinated Notes" }" and, together with the Senior Notes, the "Notes{ XE "Notes" }")
with a maturity of nine months or more, subject to compliance with all laws, regulations and directives. The
aggregate principal amount of Notes outstanding at any time will not exceed U.S.$110,000,000,000 (or the equivalent
in other currencies).
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the
"CSSF{ XE "CSSF" }"), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC, as
amended (the "Prospectus Directive { XE "Prospectus Directive" } ") and relevant implementing measures in
Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing
measures in Luxembourg for the purpose of giving information with regard to the issue of notes ("Notes{ XE "Notes"
}") issued under the Euro Medium Term Note Programme (the "Programme{ XE "Programme" }") described in this
Base Prospectus during the period of twelve months after the date hereof. Applications have been made for such
Notes to be admitted during the period of twelve months after the date hereof to listing on the official list and to
trading on the regulated market of the Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock
Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive (the "MIFID
Directive{ XE "MIFID Directive" }"). The Programme also permits Notes to be issued on the basis that they will not
be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system
or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges
and/or quotation systems as may be agreed with the Issuer. Application has been made for a certificate of approval
under Article 18 of the Prospectus Directive as implemented in Luxembourg to be issued by the Luxembourg
Commission de Surveillance du Secteur Financier (the "CSSF{ XE "CSSF" }") to the competent authority in each of
France, Germany, The Netherlands, United Kingdom, Republic of Ireland, Spain, Italy, the Kingdom of Denmark,
Belgium and Austria. This document as well as the documents incorporated by reference will be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu).
Investors should note that the CSSF assumes no responsibility as to the economic and financial soundness of any
transaction and the quality or solvency of the Issuer in line with the provisions of article 7(7) of the Prospectus Law
implementing Directive 2003/71/EC.

Notes have not been and will not be registered under the United States Securities Act of 1933 (as amended)
(the "Securities Act{ XE "Securities Act" }"). Subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States or to United States persons (as defined herein). For a description of certain
restrictions on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any final
terms and other offering material relating to the Notes, see "Subscription and Sale".
The Notes will not be deposits or savings accounts but are unsecured debt obligations of Citigroup. The Notes will
not be insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
Arranger
Citigroup
Dealer
Citigroup
The date of this Base Prospectus is 24 June 2014.

- i -

CONTENTS

Page
RESPONSIBILITY STATEMENT ............................................................................................................. 1
IMPORTANT NOTICES ............................................................................................................................. 1
SUMMARY OF THE PROGRAMME ........................................................................................................ 6
RISK FACTORS ........................................................................................................................................ 16
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 21
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 22
SUPPLEMENTS TO THIS BASE PROSPECTUS ................................................................................... 25
FORMS OF THE NOTES .......................................................................................................................... 25
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 27
FORM OF FINAL TERMS ........................................................................................................................ 58
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 67
THE ISSUER ............................................................................................................................................. 70
DIRECTORS AND EXECUTIVE OFFICERS OF CITIGROUP INC. .................................................... 71
SELECTED FINANCIAL INFORMATION RELATING TO THE ISSUER .......................................... 73
TAXATION ............................................................................................................................................... 74
SUBSCRIPTION AND SALE ................................................................................................................... 95
USE OF PROCEEDS ................................................................................................................................. 98
GENERAL INFORMATION .................................................................................................................... 99
NON-CONFIDENTIALITY .................................................................................................................... 102
INDEX OF DEFINED TERMS ............................................................................................................... 103

RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Base Prospectus and to the best of
the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the
case), the information contained in this Base Prospectus is in accordance with the facts and contains no
omissions likely to affect its import. Where information contained in this Base Prospectus has been
sourced from a third party, this information has been accurately reproduced and so far as the Issuer is
aware and able to ascertain from information published by that third party, no facts have been omitted
which would render the reproduced information inaccurate or misleading.
IMPORTANT NOTICES
This Base Prospectus should be read and construed together with any supplements hereto and with any
other documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of
Notes, should be read and construed together with the relevant Final Terms (as defined herein).
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in connection with the
Programme or any information supplied by the Issuer or such other information as is in the public domain
in connection with the issue or sale of the Notes and, if given or made, such information or representation
must not be relied upon as having been authorised by the Issuer or any of the Dealers (as defined in
"Subscription and Sale"). Neither the delivery of this Base Prospectus nor any sale made in connection
herewith shall, under any circumstances, create any implication that there has been no change in the
financial position or affairs of the Issuer since the date hereof or the date upon which this document has
been most recently amended or supplemented or that any other information supplied in connection with
the Programme is correct as of any time after the date on which it is supplied or, if different, the date
indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering or sale of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any
Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe
any such restriction. For a description of certain restrictions on offers, sales and deliveries of Notes and
on the distribution of this Base Prospectus or any Final Terms and other offering material relating to the
Notes, see "Subscription and Sale". In particular, Notes have not been and will not be registered under
the United States Securities Act of 1933 (as amended) (the "Securities Act{ XE "Securities Act" }").
Subject to certain exceptions, Notes may not be offered or sold within the United States or to U.S.
persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf
of the Issuer or the Dealers to subscribe for, or purchase, any Notes and should not be considered as a
recommendation by the Issuer, the Dealers or any of them that any recipient of this Base Prospectus or
any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or
any Final Terms shall be taken to have made its own investigation and appraisal of the condition
(financial or otherwise) of the Issuer.
The Dealers have not separately verified the information contained in this Base Prospectus. None of the
Dealers makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Base Prospectus. Neither this Base Prospectus
nor any other financial statements are intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by the Issuer or any of the Dealers that any recipient of
this Base Prospectus (or any information incorporated herein by reference) should purchase Notes. Each
purchaser of Notes should determine for itself the relevance of the information contained in this Base
Prospectus (and any information incorporated herein by reference) and its purchase of Notes should be
based upon such investigation as it deems necessary. No representation or warranty is made or implied
by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective
affiliates makes any representation or warranty or accepts any responsibility as to the accuracy or
completeness of the information contained in this Base Prospectus. None of the Dealers undertakes to
review the financial condition or affairs of the Issuer during the life of the Programme nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the
Dealers.
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For convenience, the website addresses of certain third parties have been provided in this Base
Prospectus. Except as expressly set forth in this Base Prospectus, no information in such websites should
be deemed to be incorporated in, or form a part of, this Base Prospectus and neither the Issuer nor the
Dealers take responsibility for the information contained in such websites.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme
will not exceed U.S.$110,000,000,000 (and for this purpose, any Notes denominated in another currency
shall be translated into United States dollars at the date of the agreement to issue such Notes (calculated
in accordance with the provisions of the Dealer Agreement (as defined under "Subscription and Sale")).
The maximum aggregate principal amount of Notes which may be outstanding at any one time under the
Programme may be increased from time to time, subject to compliance with the relevant provisions of the
Dealer Agreement.
In this Base Prospectus, unless otherwise specified, references to "U.S.${ XE "U.S.$" }", "U.S. dollars{
XE "U.S. dollars" }" or "dollars{ XE "dollars" }" are to United States dollars, references to "£{ XE "£" }",
"GBP{ XE "GBP" }" and "Sterling{ XE "Sterling" }" are to the lawful currency for the time being of the
United Kingdom and references to "{ XE "" }", "EUR{ XE "EUR" }" or "Euro{ XE "Euro" }" are to
the currency introduced at the start of the third stage of European economic and monetary union, and as
defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro,
as amended.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State{ XE "Relevant
Member State" } ") will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of
Notes. Accordingly any person making or intending to make an offer in that Relevant Member state of
Notes which are the subject of an offering contemplated in this Base Prospectus as completed by Final
Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation
arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in
relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority
in that Relevant Member State or, where appropriate, approved in another Relevant Member State and
notified to the competent authority in that Relevant Member State and (in either case) published, all in
accordance with the Prospectus Directive, provided that any such prospectus has subsequently been
completed by Final Terms which specifies that offers may be made other than pursuant to Article 3(2) of
the Prospectus Directive in that Relevant Member State, such offer is made in the period beginning and
ending on the dates specified for such purpose in such prospectus or final terms, as applicable, and the
Issuer has consented in writing to its use for the purpose of such offer. Except to the extent sub-
paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise,
the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any
Dealer to publish or supplement a prospectus for such offer. The expression "Prospectus Directive{ XE
"Prospectus Directive" }" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive{
XE "2010 PD Amending Directive" }" means Directive 2010/73/EU.
In addition, in the context of any offer of Notes that is not made within an exemption from the
requirement to publish a prospectus under the Prospectus Directive (a "Public Offer{ XE "Public Offer"
}"), the Issuer accepts responsibility in Luxembourg, France, Germany, The Netherlands, the United
Kingdom, the Republic of Ireland, Spain, Italy, the Kingdom of Denmark, Belgium and Austria (each a
"Public Offer Jurisdiction{ XE "Public Offer Jurisdiction" }") for the content of this Base Prospectus in
relation to any person (an "Investor{ XE "Investor" }") in a Public Offer Jurisdiction to whom an offer of
any Notes is made by any financial intermediary to whom either Issuer has given its consent to use this
Base Prospectus (an "Authorised Offeror{ XE "Authorised Offeror" }"), where the offer is made during
the period for which that consent is given and is in compliance with all other conditions attached to the
giving of the consent, all as mentioned in this Base Prospectus,. However, neither any Issuer nor any
Dealer has any responsibility for any of the actions of any Authorised Offeror, including compliance by
an Authorised Offeror with applicable conduct of business rules or other local regulatory requirements or
other securities law requirements in relation to such offer.
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If so specified in the Final Terms in respect of any Tranche of Notes, the Issuer consents to the use of this
Base Prospectus in connection with a Public Offer of the relevant Notes during the Offer Period specified
in the relevant Final Terms (the "Offer Period{ XE "Offer Period" }") either:
(1)
in the Member State(s) specified in the relevant Final Terms by any financial intermediary which
satisfies the following conditions and any additional conditions specified in the relevant Final
Terms:
(a)
it is authorised to make such offers under the Markets in Financial Instruments
Directive (Directive 2004/39/EC); and
(b)
it publishes on its website the following statement (with the information in square
brackets completed with the relevant information):
"We, [insert legal name of financial intermediary], are a financial intermediary
authorised under the Markets in Financial Instruments Directive (Directive 2004/39/EC)
to make offers of securities such as the [insert title of the relevant Notes] (the "Notes{
XE "Notes" }") described in the Final Terms dated [insert date] (the "Final Terms{ XE
"Final Terms" }") published by Citigroup Inc. (the "Issuer{ XE "Issuer" }"). We refer to
the offer of the Notes in [insert relevant Public Offer Jurisdiction(s)] during the Offer
Period specified in the Final Terms (the "Public Offer{ XE "Public Offer" }"). In
consideration for the Issuer offering to grant its consent to our use of the Base
Prospectus (as defined in the Final Terms) in connection with the Public Offer on the
Authorised Offeror Terms specified in the Base Prospectus and subject to the conditions
to such consent, we hereby accept such offer. Accordingly, we are using the Base
Prospectus in connection with the Public Offer in accordance with the consent of the
Issuer on the Authorised Offeror Terms and subject to the conditions of such consent."
The "Authorised Offeror Terms { XE "Authorised Offeror Terms" }" are that the relevant
financial intermediary:
1.
represents, warrants and undertakes for the benefit of the Issuer that it will, at all times
in connection with the relevant Public Offer:
(a)
act in accordance with all applicable laws, rules, regulations and guidance of
any applicable regulatory bodies (the "Rules{ XE "Rules" }");
(b)
comply with the restrictions set out under "Subscription and Sale" in this Base
Prospectus which would apply as if it were a Dealer;
(c)
ensure that any fee (and any commissions or benefits of any kind) received or
paid by that financial intermediary in relation to the offer or sale of the Notes
does not violate the Rules and is fully and clearly disclosed to investors or
potential investors;
(d)
hold all licences, consents, approvals and permissions required in connection
with solicitation of interest in, or offers or sales of, the Notes under the Rules;
(e)
comply with applicable anti-money laundering, anti-bribery and "know your
client" Rules, and will not permit any application for Notes in circumstances
where the financial intermediary has any suspicions as to the source of the
application monies;
(f)
retain investor identification records for at least the minimum period required
under applicable Rules, and shall, if so requested, make such records available
to the Issuer or directly to the appropriate authorities with jurisdiction over
either Issuer in order to enable the Issuer to comply with anti-money
laundering, anti-bribery and "know your client" Rules applying to the Issuer;
(g)
ensure that it does not, directly or indirectly, cause the Issuer to breach any
Rule or subject the Issuer to any requirement to obtain or make any filing,
authorisation or consent in any jurisdiction;
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(h)
comply with any further requirements relevant to the Public Offer as specified
in the applicable Final Terms;
(i)
not convey or publish any information that is not contained in or entirely
consistent with this Base Prospectus as supplemented by the applicable Final
Terms; and
(j)
if it conveys or publishes any communication (other than this Base Prospectus
or any other materials provided to such financial intermediary by or on behalf
of the Issuer for the purposes of the relevant Public Offer) in connection with
the relevant Public Offer, it will ensure that such communication (A) is fair,
clear and not misleading and complies with the Rules, (B) states that such
financial intermediary has provided such communication independently of the
Issuer, that such financial intermediary is solely responsible for such
communication and that the Issuer does not accept any responsibility for such
communication and (C) does not, without the prior written consent of the
Issuer, use the legal or publicity names of the Issuer or any other name, brand
or logo registered by an entity within the Citigroup group of companies, except
to describe the Issuer as issuer of the relevant Notes; and
2.
undertakes to indemnify the Issuer (in each case on behalf of such entity and its
directors, officers, employees, agents, affiliates and controlling persons) against any
losses, liabilities, costs, claims, charges, expenses, actions or demands which any of
them may incur or which may be made against any of them arising out of or in relation
to, or in connection with, any breach of any of the foregoing representations, warranties
or undertakings by such financial intermediary, including (without limitation) any
unauthorised action by such financial intermediary or failure by such financial
intermediary to observe any of the above restrictions or requirements; and
3.
agrees and accepts that:
(a)
the contract between the Issuer and the financial intermediary formed upon
acceptance by the financial intermediary of the Issuer's offer to use the
Prospectus with its consent in connection with the relevant Public Offer (the
"Authorised Offeror Contract{ XE "Authorised Offeror Contract" }"), and
any non-contractual obligations arising out of or in connection with the
Authorised Offeror Contract, shall be governed by, and construed in
accordance with, English law; and
(b)
the courts of England are to have exclusive jurisdiction to settle any disputes
which may arise out of or in connection with the Authorised Offeror Contract
(including a dispute relating to any non-contractual obligations arising out of
or in connection with the Authorised Offeror Contract) and accordingly
submits to the exclusive jurisdiction of the English courts.
Or,
(2)
by the financial intermediaries specified in the relevant Final Terms, in the Member State(s)
specified in the relevant Final Terms and subject to the relevant conditions specified in the
relevant Final Terms, for so long as they are authorised to make such offers under the Markets in
Financial Instruments Directive (Directive 2004/39/EC). The Issuer may give consent to
additional financial intermediaries after the date of the relevant Final Terms and, if it does so, the
Issuer will publish the above information in relation to them on its website.
The consent referred to above relates to Public Offers occurring within 12 months from the date of this
Base Prospectus.
Any Authorised Offeror who wishes to use this Base Prospectus in connection with a Public Offer
as set out in (1) above is required, for the duration of the relevant Offer Period, to publish on its
website that it is using this Base Prospectus for such Public Offer in accordance with the consent of
the Issuer and the conditions attached thereto.
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To the extent specified in the relevant Final Terms, an offer may be made during the relevant Offer Period
by any of the Issuer or any relevant Authorised Offeror in any relevant Member State and subject to any
relevant conditions, in each case all as specified in the relevant Final Terms.
Neither the Issuer nor any of the Dealers has authorised the making of any Public Offer of any Notes by
any person in any circumstances and such person is not permitted to use this Base Prospectus in
connection with its offer of any Notes unless (1) the offer is made by an Authorised Offeror as described
above or (2) the offer is otherwise made in circumstances falling within an exemption from the
requirement to publish a prospectus under the Prospectus Directive. Any such unauthorised offers are not
made by or on behalf of the Issuer, any Dealer or any Authorised Offeror and none of the Issuer, any
Dealer or any Authorised Offeror has any responsibility or liability for the actions of any person making
such offers.
An Investor intending to acquire or acquiring any Notes from an Authorised Offeror will do so,
and offers and sales of the Notes to an Investor by an Authorised Offeror will be made, in
accordance with any terms and other arrangements in place between such Authorised Offeror and
such Investor including as to price, allocation, settlement arrangements and any expenses or taxes
to be charged to the Investor (the "Terms and Conditions of the Public Offer{ XE "Terms and
Conditions of the Public Offer" }"). The Issuer will not be a party to any such arrangements with
Investors (other than Dealers) in connection with the offer or sale of the Notes and, accordingly,
this Base Prospectus and any Final Terms will not contain such information. The Terms and
Conditions of the Public Offer shall be provided to Investors by that Authorised Offeror at the
relevant time. None of the Issuer, any of the Dealers or other Authorised Offerors has any
responsibility or liability for such information.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) ACTING AS THE STABILISING MANAGER(S) (OR PERSONS ACTING
ON BEHALF OF ANY STABILISING MANAGER(S)) MAY OVER-ALLOT NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
NOTES ATA LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO OBLIGATION ON THE STABILISING MANAGER(S) (OR
PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) TO UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER
THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF
THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY
BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30
DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES.
ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
RELEVANT STABILISING MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY
STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
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SUMMARY OF THE PROGRAMME
Summaries are made up of disclosure requirements known as `Elements'. These elements are numbered
in Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of securities
and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities
and Issuer, it is possible that no relevant information can be given regarding the Element.
In this case a short description of the Element is included in the summary with the mention of `not
applicable'.

Section A Introduction and Warnings
A.1
Introduction:
Warning that:

this summary should be read as an introduction to the
Prospectus;

any decision to invest in the Notes should be based on
consideration of the Prospectus as a whole by the investor;

where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member States,
have to bear the costs of translating the Prospectus before the
legal proceedings are initiated; and

civil liability attaches only to those persons who have tabled the
summary including any translation thereof, but only if the
summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Prospectus or it does not
provide, when read together with the other parts of the
Prospectus, key information in order to aid investors when
considering whether to invest in such Notes.
A.2
Consent:
[The Issuer consents to the use of this Prospectus in connection with a
Public Offer of the Notes by any financial intermediary which is
authorised to make such offers under the Markets in Financial
Instruments Directive (Directive 2004/39/EC) on the following basis:

(a)
the relevant Public Offer must occur during the period from and
including [·] to but excluding [·](the "Offer Period{ XE "Offer
Period" }");

(b)
the relevant Authorised Offeror must satisfy the following
conditions: [·]].

[The Issuer consents to the use of this Prospectus in connection with a
Public Offer of the Notes by [·] on the following basis:

(a)
the relevant Public Offer must occur during the period from and
including [·] to but excluding [·](the "Offer Period{ XE "Offer
Period" }");

(b)
the relevant Authorised Offeror must satisfy the following
conditions: [·].]
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Section A Introduction and Warnings

An investor intending to acquire or acquiring any Notes from an
Authorised Offeror will do so, and offers and sales of the Notes to an
Investor by an Authorised Offeror will be made, in accordance with
any terms and other arrangements in place between such
Authorised Offeror and such Investor including as to price,
allocation, settlement arrangements and any expenses or taxes to be
charged to the Investor (the "Terms and Conditions of the Public
Offer{ XE "Terms and Conditions of the Public Offer" }"). The
Issuer will not be a party to any such arrangements with investors
(other than Dealers) in connection with the offer or sale of the Notes
and, accordingly, this Prospectus and any Final Terms will not
contain such information. The Terms and Conditions of the Public
Offer shall be published by that Authorised Offeror on its website at
the relevant time. None of the Issuer, any of the Dealers or other
Authorised Offerors has any responsibility or liability for such
information.
[Not Applicable. The Issuer does not consent to the use of this
Prospectus in connection with a Public Offer of the Notes]

Section B Issuer
B.1
Legal name of the
Citigroup Inc ("Citigroup{ XE "Citigroup" }").
Issuer:

Commercial name Citigroup.
of the Issuer:
B.2
Domicile, legal
Citigroup is a holding company with limited liability. Citigroup is
form, legislation
incorporated with perpetual duration pursuant to the Delaware General
and country of
Corporation Law and has its registered office in New York.
incorporation of
the Issuer:
B.4b
Trends:
Not Applicable. There are no particular trends affecting Citigroup.
B.5
The Group:
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
some 200 million customer accounts and does business in over 160
countries and jurisdictions.

Citigroup's activities are conducted through the Global Consumer
Banking, Institutional Clients Group (ICG) and Citi Holdings business
segments. Its businesses conduct their activities across the North
America, Latin America, Asia, and Europe, Middle East and Africa
(EMEA) 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.
B.9
Profit Forecast:
Not Applicable, the Issuer does not make a profit forecast.
B.10
Audit Report
Not Applicable, there are no qualifications to the audit reports of the
Qualifications:
Issuer.
B.12
Selected Key
The following information comprises an overview of consolidated
Financial
financial information of the Issuer for the financial years ended 31
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Section B Issuer
Information:
December 2012 and 31 December 2013 and three months ended 31 March
2013 and 31 March 2014:

Income Statement Data

Three Months ended 31
Year Ended
March
31 December

2013
2014
2012
2013

(USD million, except per share amounts)

Total Revenue (net of interest
expense) ............................
$20,491
$19,406
69,128
76,366

Income
from
continuing
operations ..........................
3,965
3,062
7,818
13,630

Net Income ...........................
3,808
2,931
7,541
13,673

Dividends
declared
per
0.01
0.01
0.04
0.04
common share ...................

Balance Sheet Data

At

At 31 March
31 December

2013
2014
2012
2013

(USD million)

Total Assets ...........................
$1,881,734
$1,944,423
1,864,660
1,880,382

Total Deposits .......................
933,762
906,012
930,560
968,273

Long Term Debt ....................
234,326
311,079
239,463
221,116

Total Stockholders Equity .....
193,359
181,820
189,049
204,339

There has been no significant change in the financial or trading position of
the Issuer and its subsidiaries taken as a whole since 31 March 2014 and
there has been no material adverse change in the financial position or
prospects of the Issuer since 31 December 2013.
B.13
Recent Events:
Not Applicable. There have been no recent events which the Issuer
considers material to its solvency since the publication of the Issuer's
annual report for the financial year ended 31 December 2013.
B.14
Dependence upon
See Element B.5. The Issuer is a holding company and services its
other entities with
obligations primarily with dividends and advances that it receives from
the Group:
subsidiaries. The Issuer'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 in the
United States. The Issuer's subsidiaries may be party to credit agreements
that also may restrict their ability to pay dividends. The Issuer currently
believes that none of these regulatory or contractual restrictions on the
ability of its subsidiaries to pay dividends will affect the Issuer's ability to
service its own debt. The Issuer must also maintain the required capital
levels of a bank holding company before it may pay dividends on its
stock. Each of the Issuer's major operating subsidiaries finances its
operation on a stand-alone basis consistent with its capitalisation and
ratings.

Under longstanding policy of The Board of Governors of the Federal
Reserve System, a bank holding company 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, the Issuer may be required
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