Bond Citigroup 5.13% ( XS1135556378 ) in NZD

Issuer Citigroup
Market price 100 %  ▼ 
Country  United States
ISIN code  XS1135556378 ( in NZD )
Interest rate 5.13% per year ( payment 2 times a year)
Maturity 11/11/2019 - Bond has expired



Prospectus brochure of the bond Citigroup XS1135556378 in NZD 5.13%, expired


Minimal amount 1 000 NZD
Total amount 300 000 000 NZD
Cusip 172967JA0
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description 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.

Citigroup's USD 300,000,000 5.13% Notes due November 11, 2019 (ISIN: XS1135556378, CUSIP: 172967JA0), issued in the United States and denominated in NZD, matured and was repaid at 100% of face value.







PROSPECTUS
NZ$300,000,000
5.130% Notes due 2019
The notes will mature on November 12, 2019 and will bear interest at a fixed rate equal to 5.130% per annum. Interest on the notes is
payable semiannually on the 12th day of each, May and November commencing May 12, 2015. The notes may not be redeemed prior to
maturity unless changes involving United States taxation occur which could require Citigroup Inc. ("Citigroup") to pay additional amounts
as described under "Description of Notes."
The notes were offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful to make such offers. The
Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") is the competent authority in Luxembourg for the purpose of
Directive 2003/71/EC, as amended by Directive 2010/73/EU (the "Prospectus Directive"), and the Luxembourg law on prospectuses for
securities of July 10, 2005, as amended by law dated July 3, 2012 (the "Luxembourg Law"), for the purpose of approving this prospectus to
give information with regard to the notes. Application has been made in order for the notes to be admitted to listing on the Official List and
admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is an EU regulated market within the meaning of
Directive 2004/39/EC (the "EU regulated market of the Luxembourg Stock Exchange"), but Citigroup is not required to maintain this
listing. See "Description of Notes -- Listing". References in this prospectus to notes being listed (and all related references) shall mean that
such notes have been admitted to trading on the EU regulated market of the Luxembourg Stock Exchange and to the official list of the
Luxembourg Stock Exchange. This document constitutes a prospectus for the purposes of article 5.3 of the Prospectus Directive. This
prospectus as well as the documents incorporated by reference will be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
See the information set forth in this prospectus, including particularly "Risk Factors" beginning on page 9, for information
relevant to an investment in the notes.
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 is truthful or complete. Any representation to the contrary is a
criminal offense. As provided in Article 7(7) of the Luxembourg Law, the CSSF assumes no responsibility as to the economics or financial
soundness of an investment in the notes or the quality or solvency of Citigroup.
Per Note
Total
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
NZ$300,000,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.350%
NZ$
150,000
Proceeds of Citigroup (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.650%
NZ$298,950,000
Interest on the notes accrues from November 12, 2014. Net proceeds to Citigroup (after expenses) will be approximately
NZ$298,724,618.
The notes were delivered in book-entry form only through The Depository Trust Company, Clearstream or the Euroclear System on
November 12, 2014.
The notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency or instrumentality.
Citigroup
ANZ
National Australia Bank Limited
April 7, 2015


TABLE OF CONTENTS
Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Citigroup Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
Selected Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
Ratio of Income to Fixed Charges and Ratio of Income to Combined Fixed Charges
Including Preferred Stock Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
United States Tax Documentation Requirements for Non-United States Persons . . . . . . . . . . . . . . . . . . . . . .
28
United States Federal Income Tax Considerations for Non-United States Holders . . . . . . . . . . . . . . . . . . . .
29
Luxembourg Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
Book-Entry Procedures and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Directors and Executive Officers of Citigroup Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
You should rely only on the information contained or incorporated by reference in this prospectus. Citigroup
has not authorized any other person to provide you with different information. 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, as well as information incorporated by reference, is accurate only as of the date of the
applicable document.
RESPONSIBILITY STATEMENT
Citigroup accepts responsibility for the information contained in this prospectus and, to the best of its
knowledge and belief (which Citigroup has taken all reasonable care to ensure that such is the case) the
information in this prospectus is in accordance with the facts and contains no omissions likely to affect its
import.
2


NOTICES
The distribution or possession of this prospectus in or from certain jurisdictions may be restricted by law.
Persons into whose possession this prospectus 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.
In connection with this issue, Citigroup Global Markets Inc. may as stabilizing manager (or persons acting
on behalf of the stabilizing manager) over-allot notes (provided that the aggregate principal amount of notes
allotted does not exceed 105% of the aggregate principal amount of the notes) or effect transactions with a view
to supporting the market price of the notes at a higher level than that which might otherwise prevail. However,
there is no obligation on the stabilizing manager (or persons acting on its behalf) to undertake stabilization
action. Any stabilization action may begin on or after the date on which adequate public disclosure of the final
terms of the notes is made and, if begun, may be discontinued at any time but must end no later than the earlier of
30 days after the issuance of the notes and 60 days after the allotment of the notes.
This prospectus is not an offer to sell these securities and are not soliciting an offer to buy these securities in
any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not
qualified to do so or to any person to whom it is not permitted to make such offer or sale. See "Underwriting."
References in this prospectus to "dollars," "$" and "U.S. $" are to United States dollars and to NZ$ is to
New Zealand dollars.
3


SUMMARY
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'.
Element
Section A - Introduction and Warnings
A.1
Warning
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 State,
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 this Summary including
any translation thereof, but only if this
Summary is misleading, inaccurate or
inconsistent when read together with the
other parts of this Prospectus or it does not
provide, when read together with the other
parts of this Prospectus, key information in
order to aid investors when considering
whether to invest in the notes.
A.2
Consent to use prospectus
Not applicable. The offering period has
terminated and there should be no further use
of this prospectus for resales or by the
underwriters.
Section B - The Issuer
B.1
Legal and commercial name
Citigroup Inc. ("the Issuer" or "Citigroup")
B.2
Domicile/legal form/legislation/incorporation
Domicile: 399 Park Avenue, New York,
New York USA
Legal form: corporation
Legislation: General Corporation Law of the
State of Delaware
Incorporation: State of Delaware, USA
B.4b
Known trends
Increased levels of required capital and liquidity.
4


B.5
Organizational structure
Citigroup is the parent company, its principal
subsidiaries are Citibank, N.A., Citigroup
Global Markets Inc. and Grupo Financiero
Banamex, S.A. de C.V., each of which is
wholly owned.
B.9
Profit forecasts/estimates
Not applicable. Citigroup does not release
profit forecasts or estimates.
B.10
Audit report qualifications
Not applicable. Citigroup's annual financial
statements were reported on with unqualified
opinions.
B.12
Selected financial statements; material adverse
The following selected key financial
changes; significant changes
information has been extracted from the
consolidated audited financial statements of
Citigroup for the fiscal years ended
December 31, 2014 and 2013.
At or for the Year Ended December 31,
2014
2013
2012
(dollars in millions, except per share amounts)
Income Statement Data:
Total revenues, net of interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
76,882
76,419
69,190
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,500
13,630
7,818
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,313
13,673
7,541
Dividends declared per common share . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.04
0.04
0.04
Balance Sheet Data:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,842,530
1,880,382
1,864,660
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
899,332
968,273
930,560
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
223,080
221,116
239,463
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
210,534
204,339
189,049
There has been no material adverse change in
Citigroup's prospects since December 31,
2014, the date of the last audited financial
statements except for certain litigation related
to the 2008 credit crisis, Korean derivatives,
the Lehman Brother's bankruptcy and
structured notes, Terra Firma and credit default
swaps, and regulatory inquiries into LIBOR
manipulation.
Not applicable. There has been no significant
change in the financial or trading position of
Citigroup since December 31, 2014.
B.13
Recent events
Not applicable. There have been no recent
events particular to Citigroup which are to a
material extent relevant to the evaluation of its
solvency.
5


B.14
Dependency on subsidiaries
See Element B.5. Citigroup is the parent
company, its principal subsidiaries are Citibank,
N.A., Citigroup Global Markets Inc. and Grupo
Financiero Banamex, S.A. de C.V., each of
which is wholly owned. Citigroup is a holding
company and services its obligations primarily
by earnings from its operating subsidiaries.
B.15
Issuer's principal activities
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.
B.16
Ownership and control of the Issuer
Not applicable. Citigroup is not directly or
indirectly owned or controlled by any third
party or shareholder.
B.17
Ratings
Citigroup has long-term ratings from Fitch
Ratings, Moodys Investors Service and
Standard and Poors Ratings Services.
Fitch: A (outlook stable)
S&P: A- (outlook negative)
Moodys: Baa2 (outlook negative)
Section C - The Securities
C.1
Type and class of securities offered; security
Senior unsecured notes.
identification number
CUSIP: 172967 JA0
Common Code: 113555637
ISIN: XS1135556378
C.2
Currency
United States dollars
C.5
Restrictions on free transferability
Not applicable. There are no restrictions on
free transferability.
C.8
Rights; ranking; limitations to rights
The holders of notes have an interest claim and
a redemption claim against the issuer. The
notes are senior unsecured obligations of the
issuer and rank pari passu with all other
unsecured senior debt.
The Notes cannot be redeemed prior to their
stated maturity (except for taxation reasons or
upon the occurrence of an event of default).
Citigroup will have the right (but not the
obligation) to redeem the Notes for taxation
reasons if it is required to pay additional
amounts on the Notes due to the imposition of
U.S. withholding taxes. Events of default that
would cause an early redemption of the Notes
are Citigroup's failure to pay a required interest
payment within a cure period, failure to pay
principal when due, failure to observe an
indenture covenant within a cure period, and
certain events of bankruptcy or insolvency
affecting Citigroup.
6


C.9
Interest rate; payment dates; maturity
See Element C.8. Fixed rate of 5.130% payable
semiannually on the 12th of each May and
November commencing May 12, 2015. Interest
on the notes accrues from November 12, 2014.
Maturity: November 12, 2019. The interest rate
applicable to the first interest period is 5.130%.
Principal of the notes will be paid in a single
installment at maturity. The yield of the notes
is calculated by dividing the interest rate by the
price to the public. Therefore, the initial yield
of the notes is approximately 5.130% per
annum. The Bank of New York Mellon is the
trustee for noteholders.
C.10
Derivative component for interest
See Element C.9. Not applicable, there is no
derivative component.
C.11
Distribution in a regulated market
Application has been made for listing
admission to trading on the regulated market,
of the Luxembourg Stock Exchange
Section D - Risks
D.2
Key risks specific to the Issuer
The ability of Citigroup to fulfill its obligations
under the notes is dependent on the earnings of
its subsidiaries.
Under U.S. banking law, Citigroup may be
required to apply its available funds to support
its banking subsidiaries, rather than to fulfill its
obligations under the notes.
Reduction of Citigroup's ratings may reduce
the market value and liquidity of the notes.
The notes may be fully subordinated to
interests held by the U.S. Government in the
event of a receivership, insolvency or similar
proceeding.
Citigroup's operations may be adversely
affected by final regulations relating to
significant portions of its businesses.
Citigroup's ability to effectively compete with
other financial institutions may be adversely
affected by new regulations.
Citigroup's extensive global network subjects
it to international and emerging markets risks.
Maintaining adequate liquidity depends on
numerous factors, some of which are outside
Citigroup's control.
Uncertainty arising from the continuing
Eurozone debt and economic crisis could
adversely impact Citigroup's business, results
of operations or financial condition.
Citigroup's ability to conduct its business
could be adversely affected by its failure to
maintain required levels of capital.
A material part of Citigroup's business
involves credit risk.
7


D.3
Key risks specific to the securities
Changes in exchange rates could reduce the
market value of the notes and the value of
payments on the notes to an investor.
Early repayment of notes may expose an
investor to reinvestment risk.
Legal investment considerations may restrict
investments by some investors.
Implementation of the EU Savings Directive
may affect withholding of tax on notes.
A secondary market for the notes may not
develop or may not exist throughout the term
of the notes.
Section E - Offer
E.2b
Reasons for the offering and use of proceeds
General corporate purposes
E.3
Terms and conditions of the offer
The notes were issued on November 12, 2014
and the offering period has therefore ended.
E.4
Interests material to the offering
Certain of the underwriters and their affiliates
have engaged, and may in future engage, in
investment banking and/or commercial
banking transactions with, and may perform
services for, Citigroup in the ordinary course of
business.
E.7
Expenses to the investor
Not applicable. Note purchasers may be
required to pay stamp taxes and other charges
in accordance with the laws and practices of
the country of purchase. No expenses will be
charged to purchasers by the issuer.
8


RISK FACTORS
Relating to Citigroup
The ability of Citigroup to fulfill its obligations under the notes 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 notes 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 notes.
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 notes.
Reduction of Citigroup's ratings may reduce the market value and liquidity of the notes.
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 notes
are likely to be adversely affected.
The notes may be fully subordinated to interests held by the U.S. government.
In the event of a receivership, insolvency or similar proceeding involving Citigroup, including a proceeding
under the "orderly liquidation authority" provisions of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, the notes may be subordinated to interests held by the U.S. government, including its
agencies.
Citigroup's operations may be adversely affected by final regulations relating to significant portions of its
businesses.
Regulators in the United States and Europe have proposed or adopted numerous new regulations that could
restrict Citigroup's businesses and operations. These regulations include, or may include, (a) increased levels of
required capital and liquidity, (b) restrictions on derivatives, securitizations and principal transactions, (c) increased
costs of compliance and (d) provisions to facilitate orderly resolution of large financial institutions. Adoption of
these measures, or others that are not presently known, could adversely affect Citigroup's operations.
Citigroup's ability to effectively compete with other financial institutions may be adversely affected by
new regulations.
Citigroup continues to be subject to significant regulatory changes and uncertainties both in the United
States and the non-U.S. jurisdictions in which it operates. Citigroup may be subject to more stringent regulations,
and incur additional compliance costs, compared to its U.S. competitors because of the global nature of its
9


operations or its size. In addition, Citigroup may be subject to more, or more stringent, regulations than its
foreign competitors because of several U.S. regulatory initiatives. Differences in substance and severity of
regulations across jurisdictions could significantly reduce Citigroup's ability to compete.
Citigroup's extensive global network subjects it to international and emerging markets risks.
Risks associated with a global network include sovereign volatility, political events, foreign exchange
controls, limitations on investments, socio-political instability, currency devaluations, nationalization, closure of
branches or subsidiaries and confiscation of assets. These risks could place Citigroup's staff and operations in
danger and may result in financial losses.
Maintaining adequate liquidity depends on numerous factors, some of which are outside Citigroup's
control.
As a global financial institution, adequate liquidity and sources of funding are essential to Citigroup's
businesses. Liquidity and funding sources can be negatively impacted by factors it cannot control, such as
disruptions in the financial markets, negative perceptions about the financial services industry in general or
negative investor perceptions of Citigroup's financial position or creditworthiness.
Uncertainty arising from the continuing Eurozone debt and economic crisis could adversely impact
Citigroup's business, results of operations or financial condition.
Several European countries continue to experience credit deterioration due to weaknesses in their economic
and fiscal situations. Concerns have been raised as to the financial, political and legal effectiveness of measures
taken to date and the ability of these countries to adhere to austerity, reforms and similar measures. These ongoing
conditions have caused, and are like to continue to cause, disruptions in the global and Eurozone financial markets,
creating uncertainty and could negatively impact Citigroup's businesses, results of operation or financial condition.
Citigroup's ability to conduct its business could be adversely affected by its failure to maintain required
levels of capital.
Proposed and adopted regulations would increase the level of capital required to be held by Citigroup, as
well as its quality (such as capital required to be held as common equity). Failure to satisfy these new capital
requirements could result in restrictions on Citigroup's businesses and permitted activities, which in turn could
negatively affect its results of operation.
A material part of Citigroup's business involves credit risk.
As a lender to corporations, governments, institutions and consumers, Citigroup's results of operation
depend in part upon the ability of borrowers to repay their loans with interest. In the event of a severe downturn
in the economic environment, such as a recession, the inability of borrowers to repay could adversely affect
Citigroup's results of operation.
Relating to the Notes
Changes in exchange rates could reduce the market value of the notes and the value of payments on the
notes to an investor.
An investment in notes 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
10