Obbligazione CITIGROUP INC 3.98% ( US172967ME81 ) in USD

CITIGROUP INC

97.83 USD ▼

Stati Uniti

US172967ME81 ( in USD )

3.98% per anno ( pagato 2 volte l'anno)

20/03/2030

Prospetto opuscolo dell'obbligazione CITIGROUP INC US172967ME81 en USD 3.98%, scadenza 20/03/2030

1 000 USD

2 500 000 000 USD

172967ME8

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

20/03/2025 ( In 174 giorni )

The Obbligazione issued by CITIGROUP INC ( United States ) , in USD, with the ISIN code US172967ME81, pays a coupon of 3.98% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 20/03/2030

The Obbligazione issued by CITIGROUP INC ( United States ) , in USD, with the ISIN code US172967ME81, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by CITIGROUP INC ( United States ) , in USD, with the ISIN code US172967ME81, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

PROSPECTUS SUPPLEMENT
(to prospectus dated May 14, 2018)
$2,500,000,000
3.980% Fixed Rate/Floating Rate Callable Senior Notes due 2030
The notes will mature on March 20, 2030. The notes will bear interest (i) from the date of issuance of the notes to, but excluding,
March 20, 2029 (the "Fixed Rate Period"), at a fixed rate equal to 3.980% per annum, payable semi-annually on the 20th of each
March and September, commencing on September 20, 2019, and (ii) from, and including, March 20, 2029 (the "Floating Rate
Period"), at an annual rate equal to three-month LIBOR plus 1.338%, payable quarterly on June 20, 2029, September 20, 2029,
December 20, 2029 and March 20, 2030, commencing on June 20, 2029.
Citigroup may redeem the notes (i) in whole at any time or in part from time to time, on or after September 20, 2029, and prior to
March 20, 2029, (ii) in whole, but not in part, on March 20, 2029 and (iii) in whole at any time or in part from time to time, on or after
December 20, 2029, at the applicable redemption price described under "Description of Notes" below. In addition, Citigroup may
redeem the notes prior to maturity if changes involving United States taxation occur which could require Citigroup to pay additional
amounts, as described under "Description of Debt Securities -- Payment of Additional Amounts" and "-- Redemption for Tax
Purposes" in the accompanying prospectus.
The notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful to make such offers.
Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange, but Citigroup is not required to
maintain this listing. See "Description of Debt Securities -- Listing" in the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission nor the Luxembourg Stock Exchange has
approved or disapproved of these notes or determined if this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Per Note
Total
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000% $2,500,000,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.425% $
10,625,000
Proceeds to Citigroup (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.575% $2,489,375,000
Interest on the notes will accrue from March 20, 2019 to the date of delivery. Net proceeds to Citigroup (after expenses) are
expected to be approximately $2,489,200,000.
The underwriters are offering the notes subject to various conditions. The underwriters expect that the notes will be ready for
delivery to investors on or about March 20, 2019, in book-entry form only through the facilities of The Depository Trust Company
and its direct participants, including Clearstream and Euroclear.
The notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup. The notes are not insured by the
Federal Deposit Insurance Corporation or by any other governmental agency or instrumentality.
Citigroup
CIBC Capital Markets
Deutsche Bank Securities
Lloyds Securities
PNC Capital Markets LLC
RBC Capital Markets
Standard Chartered Bank
UBS Investment Bank
UniCredit Capital Markets
US Bancorp
Apto Partners, LLC
BB&T Capital Markets
Blaylock Van, LLC
BMO Capital Markets
BNY Mellon Capital Markets, LLC
Capital One Securities
Citizens Capital Markets
Commonwealth Bank of Australia
Danske Markets
Drexel Hamilton
ICBC Singapore
ING
Loop Capital Markets
Mischler Financial Group, Inc.
National Bank of Canada Financial Markets
Natixis
Nomura
Raiffeisen Bank International
Scotiabank
SMBC Nikko
SOCIETE GENERALE
SunTrust Robinson Humphrey
TD Securities
Telsey Advisory Group
Westpac Capital Markets LLC
The Williams Capital Group, L.P.
March 13, 2019

TABLE OF CONTENTS
Page
Prospectus Supplement
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
Selected Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-9
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10
Prospectus
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Citigroup Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Use of Proceeds and Hedging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
European Monetary Union . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
United States Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign
Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Description of Common Stock Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Description of Index Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
Description of Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
Description of Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
Description of Stock Purchase Contracts and Stock Purchase Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
We are responsible for the information contained and incorporated by reference in this prospectus
supplement and the accompanying prospectus and in any related free writing prospectus that we prepare or
authorize. We have not authorized anyone to provide you with any other information, and we take no
responsibility for any other information that others may provide you. You should not assume that the information
contained in this prospectus supplement or the accompanying 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, and the underwriters are not, making
an offer to sell the notes in any jurisdiction where the offer or 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
supplement and the accompanying prospectus.
Each of the prospectus and prospectus supplement is an advertisement for the purposes of applicable
measures implementing the European Council Directive 2003/71/EC (such Directive, together with any
applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus
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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 notes are outstanding
and listed on the Luxembourg Stock Exchange.
The distribution or possession of this prospectus and prospectus supplement in or from certain jurisdictions
may be restricted by law. Persons into whose possession this prospectus and prospectus supplement come are
required by Citigroup and the underwriters to inform themselves about, and to observe any such restrictions, and
neither Citigroup nor any of the underwriters accepts any liability in relation thereto. See "Underwriting."
In connection with this issue, Citigroup Global Markets Inc. as stabilizing manager (or persons acting on
behalf of the stabilizing manager) may 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.
Prohibition of sales to EEA retail investors. The notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer
within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014
(the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs only target market. The target market
for the notes is (i) eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all
channels for distribution of the notes to eligible counterparties and professional clients are appropriate.
This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are
not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted or where
the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make
such offer or sale. See "Underwriting."
References in this prospectus supplement to "dollars", "$" and "U.S. $" are to United States dollars.
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement, the accompanying prospectus and in other information
incorporated by reference are "forward-looking statements" within the meaning of the rules and regulations of
the U.S. Securities and Exchange Commission. Generally, forward-looking statements are not based on historical
facts but instead represent only Citigroup's and its management's beliefs regarding future events. Such
statements may be identified by words such as believe, expect, anticipate, intend, estimate, may increase, may
fluctuate, target, illustrate, 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 risks, uncertainties and
changes in circumstances. Actual results and capital and other financial conditions may differ materially from
those included in these statements due to a variety of factors, including without limitation the precautionary
statements included in the accompanying prospectus and the factors and uncertainties summarized under
"Forward-Looking Statements" in Citigroup's 2018 Annual Report on Form 10-K, and the factors listed and
described under "Risk Factors" in Citigroup's 2018 Annual Report on Form 10-K. Precautionary statements
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included in such filing should be read in conjunction with this prospectus supplement and the accompanying
prospectus.
SELECTED HISTORICAL FINANCIAL DATA
We are providing or incorporating by reference in this prospectus supplement selected historical financial
information of Citigroup. We derived this information from the consolidated financial statements of Citigroup for
each of the periods presented. The information is only a summary and should be read together with the financial
information incorporated by reference in this prospectus supplement and the accompanying prospectus, copies of
which can be obtained free of charge. See "Where You Can Find More Information" beginning on page 6 of the
accompanying prospectus.
In addition, you may receive copies of all of Citigroup's filings with the SEC that are incorporated by
reference in this prospectus supplement and the accompanying prospectus free of charge at the office of
Citigroup's listing agent, Banque Internationale à Luxembourg, located at 69, route d'Esch, L-2953 Luxembourg
so long as the notes are listed on the Luxembourg Stock Exchange. Such documents will also be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu) upon listing of the notes.
The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31,
2018, 2017 and 2016 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 Year Ended
December 31,
2018
2017
2016
(dollars in millions, except per share amounts)
Income Statement Data:
Total revenues, net of interest expense . . . . . . . . . . . . . . . . . . . . . . .
$
72,854
$
72,444
$
70,797
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . .
18,088
(6,627)
15,033
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,045
(6,798)
14,912
Dividends declared per common share . . . . . . . . . . . . . . . . . . . . . . .
1.54
0.96
0.42
Balance Sheet Data:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,917,383
$1,842,465
$1,792,077
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,013,170
959,822
929,406
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
231,999
236,709
206,178
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
196,220
200,740
225,120
DESCRIPTION OF NOTES
The following description of the particular terms of the notes supplements the description of the general terms set
forth in the accompanying prospectus. It is important for you to consider the information contained in the
accompanying prospectus and this prospectus supplement before making your decision to invest in the notes. If any
specific information regarding the notes in this prospectus supplement is inconsistent with the more general terms of
the notes described in the prospectus, you should rely on the information contained in this prospectus supplement.
The notes offered by this prospectus supplement are a new series of senior debt securities issued under
Citigroup's senior debt indenture. The notes will be limited initially to an aggregate principal amount of
$2,500,000,000.
The notes will be issued only in fully registered form without coupons, in denominations of $1,000 and
integral multiples of $1,000 in excess thereof. All the notes are unsecured obligations of Citigroup and will rank
equally with all other unsecured senior indebtedness of Citigroup, whether currently existing or hereinafter created.
Citigroup may, without notice to or consent of the holders or beneficial owners of the notes, issue additional
notes having the same ranking, interest rate, maturity and other terms as the notes. Any such additional notes
issued could be considered part of the same series of notes under the indenture as the notes.
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The notes will be issued on March 20, 2019 and will mature on March 20, 2030. The notes will bear interest
(i) from the date of issuance of the notes to, but excluding, March 20, 2029 (the "Fixed Rate Period") at a fixed
rate equal to 3.980% per annum, payable semi-annually on the 20th of each March and September, commencing
on September 20, 2019, and (ii) from, and including, March 20, 2029 (the "Floating Rate Period"), at an annual
rate equal to three-month LIBOR plus 1.338%, payable quarterly on June 20, 2029, September 20, 2029,
December 20, 2029 and March 20, 2030, commencing on June 20, 2029. Interest during the Fixed Rate Period
will be calculated and paid as described under "Description of Debt Securities -- Interest Rate Determination --
Fixed Rate Notes" and "-- Payments of Principal and Interest" in the accompanying prospectus. Interest during
the Floating Rate Period will be determined using the Reuters designated LIBOR page as described under
"Description of Debt Securities -- Interest Rate Determination -- Floating Rate Notes -- LIBOR Notes" and
"-- Payments of Principal and Interest" in the accompanying prospectus.
The notes are redeemable at Citigroup's option, in whole at any time or in part from time to time, on or after
September 20, 2019 and prior to March 20, 2029, at a redemption price equal to the sum of (i) 100% of the
principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date
of redemption; and (ii) the Make-Whole Amount (as defined on page 16 of the accompanying prospectus), if any,
with respect to such notes. The Reinvestment Rate (as defined on page 16 of the accompanying prospectus) will
equal the Treasury Yield (as defined on page 16 of the accompanying prospectus) calculated to March 20, 2029,
plus 0.250%. Citigroup may redeem the notes, at its option, (i) in whole, but not in part, on March 20, 2029, or
(ii) in whole at any time or in part from time to time, on or after December 20, 2029, at a redemption price equal
to the sum of 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon
to, but excluding, the date of redemption. In addition, Citigroup may redeem the notes prior to maturity if
changes involving United States taxation occur which could require Citigroup to pay additional amounts, as
described under "Description of Debt Securities -- Payment of Additional Amounts" and "-- Redemption for
Tax Purposes" in the accompanying prospectus.
On December 13, 2018, the U.S. Internal Revenue ("IRS") Service proposed regulations upon which
taxpayers can rely, that eliminate FATCA withholding on gross proceeds from the sale or other taxable
disposition of the notes. For a further discussion of FATCA, see "United States Federal Income Tax
Consideration--FATCA" in the accompanying prospectus. Moreover, the final paragraph under "United States
Federal Income Tax Considerations--Market Discount" is no longer applicable to the notes.
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UNDERWRITING
Citigroup Global Markets Inc. is acting as sole book-running manager for this offering and as representative
of the underwriters named below. The terms and conditions set forth in the terms agreement dated March 13,
2019, which incorporates by reference the underwriting agreement basic provisions dated October 17, 2016,
govern the sale and purchase of the notes. The terms agreement and the underwriting agreement basic provisions
are referred to together as the underwriting agreement. The underwriters named below have agreed to purchase
from Citigroup, and Citigroup has agreed to sell to the underwriters, the principal amount of notes set forth
opposite the name of the underwriter.
Principal Amount
Name of Underwriter
of Securities
Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,950,000,000
CIBC World Markets Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,000,000
Deutsche Bank Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,000,000
Lloyds Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,000,000
PNC Capital Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,000,000
RBC Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,000,000
Standard Chartered Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,000,000
UBS Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,000,000
UniCredit Capital Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,000,000
U.S. Bancorp Investments, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,000,000
Apto Partners, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
BB&T Capital Markets, a division of BB&T Securities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Blaylock Van, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
BMO Capital Markets Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
BNY Mellon Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Capital One Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Citizens Capital Markets, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Commonwealth Bank of Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Danske Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Drexel Hamilton, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Industrial and Commercial Bank of China Limited, Singapore branch . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
ING Financial Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Loop Capital Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Mischler Financial Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
National Bank of Canada Financial Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Natixis Securities Americas LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Nomura Securities International, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
RB International Markets (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Scotia Capital (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
SG Americas Securities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
SMBC Nikko Securities America, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
SunTrust Robinson Humphrey, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
TD Securities (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Telsey Advisory Group LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Westpac Capital Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
The Williams Capital Group, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,500,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,500,000,000
S-5

To the extent any underwriter that is not a U.S. registered broker-dealer intends to effect any offers or sales
of any notes in the United States, it will do so through one or more U.S. registered broker-dealers in accordance
with the applicable U.S. securities laws and regulations.
Industrial and Commercial Bank of China Limited, Singapore branch is restricted in its U.S. securities
dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to
purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly,
Industrial and Commercial Bank of China Limited, Singapore branch shall not be obligated to, and shall not,
underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by
other underwriters in the United States. Industrial and Commercial Bank of China Limited, Singapore branch
shall offer and sell the notes constituting part of its allotment solely outside the United States.
The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery
of the notes is subject to the approval of legal matters by their counsel and to other conditions. The underwriters
are committed to take and pay for all of the notes if any are taken.
The underwriters propose to offer part of the notes directly to the public at the public offering price set forth
on the cover page of this prospectus supplement and to certain dealers at the public offering price less a
concession not in excess of 0.255% of the principal amount of the notes. The underwriters may allow, and such
dealers may reallow, a concession to certain other dealers not in excess of 0.150% of the principal amount of the
notes.
After the public offering, the public offering price and the concessions to dealers may be changed by the
underwriters.
The underwriters are offering the notes subject to prior sale and their acceptance of the notes from
Citigroup. The underwriters may reject any order in whole or in part.
Citigroup has agreed to indemnify the underwriters against liabilities relating to material misstatements and
omissions.
In connection with the offering, the underwriters may purchase and sell notes in the open market. Purchases
and sales in the open market may include short sales, purchases to cover short positions and stabilizing
purchases.
· Short sales involve secondary market sales by the underwriters of a greater number of notes than they are
required to purchase in the offering.
· Stabilizing transactions involve bids to purchase the notes so long as the stabilizing bids do not exceed a
specified maximum.
· Covering transactions involve purchases of the notes in the open market after the distribution has been
completed in order to cover short positions.
Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters
for their own account, may have the effect of preventing or retarding a decline in the market price of the notes.
They may also cause the price of the notes to be higher than it would otherwise be in the absence of such
transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. The
underwriters are not required to engage in any of these activities and may end any of these activities at any time.
The underwriters may also impose a penalty bid.
We estimate that the total expenses of this offering will be $175,000.
The notes are a new series of securities with no established trading market. Citigroup will apply for listing
and trading of the notes on the regulated market of the Luxembourg Stock Exchange but we are not required to
maintain this listing. See "Description of Debt Securities -- Listing" in the accompanying prospectus. Citigroup
has been advised by the underwriters that it presently intends to make a market in the notes, as permitted by
applicable laws and regulations. The underwriters are not obligated, however, to make a market in the notes and
may discontinue any market making at any time at their sole discretion. Accordingly, Citigroup can make no
assurance as to the liquidity of, or trading markets for, the notes.
S-6

The underwriters and their affiliates may engage in transactions (which may include commercial banking
transactions) with, and perform services for, Citigroup or one or more of its affiliates in the ordinary course of
business for which they may receive customary fees and reimbursement of expenses.
Conflicts of Interest. Citigroup Global Markets Inc., the sole book-running manager for this offering, is a
subsidiary of Citigroup. Accordingly, the offering of the notes will conform with the requirements addressing
conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry
Regulatory Authority. Client accounts over which Citigroup Global Markets Inc. or any affiliate have investment
discretion are not permitted to purchase the notes, either directly or indirectly, without the specific written
approval of the accountholder.
This prospectus supplement, together with the accompanying prospectus, may also be used by Citigroup's
broker-dealer subsidiaries or other subsidiaries or affiliates of Citigroup in connection with offers and sales of the
notes in market-making transactions at negotiated prices related to prevailing market prices at the time of sale.
Any of these subsidiaries may act as principal or agent in such transactions.
We expect that delivery of the notes will be made against payment therefor on or about March 20, 2019,
which is the fifth business day after the date hereof. Under Rule 15c6-1 of the Securities Exchange Act, trades in
the secondary market generally are required to settle in two business days, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof or the next
two business days will be required, by virtue of the fact that the notes initially will not settle in T+2, to specify an
alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their
own advisor.
The notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is
lawful to make such offers.
Purchasers of the notes may be required to pay stamp taxes and other charges in accordance with the laws
and practices of the country of purchase in addition to the issue price set forth on the cover page of this
document.
The underwriters have agreed that they will not offer, sell or deliver any of the notes, directly or indirectly,
or distribute this prospectus supplement or the accompanying prospectus or any other offering material relating
to the notes, in or from any jurisdiction, except when to the best knowledge and belief of the underwriters it is
permitted under applicable laws and regulations. In so doing, the underwriters will not impose any obligations on
Citigroup, except as set forth in the underwriting agreement.
Prohibition of Sales to EEA Retail Investors
No notes which are the subject of the offering contemplated by this prospectus supplement may be offered,
sold or otherwise made available to any retail investor in the EEA. For the purposes of this provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:
(i)
a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(ii) a customer within the meaning of the Insurance Mediation Directive, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Directive; and
(b) the expression "offer" includes the communication in any form and by any means of sufficient information
on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or
subscribe the notes.
Notice to Prospective Investors in the United Kingdom
In addition, in the United Kingdom, this prospectus supplement and the accompanying prospectus is being
distributed only to, and is directed only at qualified investors within the meaning of Article 2(1)(e) of the
S-7

Prospectus Directive who are, (i) persons who have professional experience in matters relating to investments
falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended, or the Order, and/or (ii) high net worth companies (or persons to whom it may otherwise be lawfully
communicated) falling within Article 49(2)(a) to (d) of the Order, which persons together we refer to in this
prospectus as "relevant persons." Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. This prospectus supplement and the
accompanying prospectus must not be acted on or relied on in the United Kingdom by persons who are not
relevant persons. In the United Kingdom, any investment or investment activity to which this prospectus
supplement and the accompanying prospectus relates is only available to, and will be engaged in with, relevant
persons only.
Notice to Prospective Investors in France
Neither this prospectus supplement nor any other offering material relating to the notes described in this
prospectus supplement has been submitted to the clearance procedures of the Autorité des Marchés Financiers or
of the competent authority of another member state of the European Economic Area and notified to the Autorité
des Marchés Financiers. The notes have not been offered or sold and will not be offered or sold, directly or
indirectly, to the public in France. Neither this prospectus supplement nor any other offering material relating to
the notes has been or will be:
· released, issued, distributed or caused to be released, issued or distributed to the public in France; or
· used in connection with any offer for subscription or sale of the notes to the public in France.
Such offers, sales and distributions will be made in France only:
· to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint
d'investisseurs), in each case investing for their own account, all as defined in, and in accordance with,
Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code
monétaire et financier;
· to investment services providers authorized to engage in portfolio management on behalf of third
parties; or
· in a transaction that, in accordance with article L.411-2-II-1ª-or-2ª-or 3ª of the French Code monétaire
et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des
Marchés Financiers, does not constitute a public offer (appel public à l'épargne).
The notes may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1
and L.621-8 through L.621-8-3 of the French Code monétaire et financier.
Notice to Prospective Investors in Hong Kong
The notes may not be offered or sold in Hong Kong by means of any document other than (i) in
circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance
(Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances
which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance
(Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the notes may be issued
or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or
elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong
Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or
are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the
meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Notice to Prospective Investors in Japan
The notes offered in this prospectus supplement have not been registered under the Financial Instruments
and Exchange Law of Japan. The notes have not been offered or sold and will not be offered or sold, directly or
S-8

indirectly, in Japan or to or for the account of any resident of Japan, except (i) pursuant to an exemption from the
registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other
applicable requirements of Japanese law.
Notice to Prospective Investors in Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may
the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly
or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities
and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or
any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the
SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the
SFA, in each case subject to compliance with conditions set forth in the SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
· a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals,
each of whom is an accredited investor; or
· a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an accredited investor,
shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest
(howsoever described) in that trust shall not be transferred within six months after that corporation or that trust
has acquired the notes pursuant to an offer made under Section 275 of the SFA except
· to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person
defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that
such shares, debentures and units of shares and debentures of that corporation or such rights and interest
in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign
currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities
or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of
the SFA;
· where no consideration is or will be given for the transfer; or
· where the transfer is by operation of law.
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA,
Citigroup has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that
the notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice
on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
LEGAL OPINIONS
The validity of the notes will be passed upon for Citigroup by Barbara Politi, Assistant General Counsel --
Capital Markets of Citigroup, and for the underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York,
New York ("Cleary Gottlieb"). Cleary Gottlieb has also acted as special U.S. tax counsel to Citigroup in
connection with the notes. Ms. Politi beneficially owns, or has rights to acquire under Citigroup's employee
benefit plans, an aggregate of less than 1% of Citigroup's common stock. Cleary Gottlieb has from time to time
acted as counsel for Citigroup and its subsidiaries and may do so in the future.
S-9