Obligation Citigroup 3.3% ( US172967JP75 ) en USD

Citigroup

98.06 % ▲

Etats-unis

US172967JP75 ( en USD )

3.3% par an ( paiement semestriel )

26/04/2025

Prospectus brochure de l'obligation Citigroup US172967JP75 en USD 3.3%, échéance 26/04/2025

1 000 USD

1 500 000 000 USD

172967JP7

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

27/04/2024 ( Dans 3 jours )

L'Obligation émise par Citigroup ( Etats-unis ) , en USD, avec le code ISIN US172967JP75, paye un coupon de 3.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/04/2025

L'Obligation émise par Citigroup ( Etats-unis ) , en USD, avec le code ISIN US172967JP75, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Citigroup ( Etats-unis ) , en USD, avec le code ISIN US172967JP75, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B2 1 d914744d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class of securities
Maximum aggregate
Amount of registration
to be registered

offering price

fee(1)(2)
3.300% Senior Notes due 2025

$1,497,210,000

$173,975.80

(1)
Calculated in accordance with Rule 457(r) of the Securities Act.
(2)
Pursuant to Rule 457(p) under the Securities Act, a total of $1,408,184.79 remains of the relevant portion of fees previously paid with respect
to unsold securities registered on Registration Statement File No. 333-172554, filed on March 2, 2011 by Citigroup Funding Inc., a wholly
owned subsidiary of Citigroup Inc. (the "Registration Fees from File No. 333-172554") and carried forward, of which $173,975.80 is offset
against the registration fee due for this offering and of which $1,234,208.99 of the Registration Fees from File No. 333-172554 remains
available for future registration fee offset. No additional registration fee has been paid with respect to this offering. See the "Calculation of
Registration Fee" table accompanying the filing of Pricing Supplement No. 2015-CMTNG0369 dated February 12, 2015, filed by Citigroup
Inc. on February 17, 2015, for information regarding the portion of Registration Fees from File No. 333-172554 that are being carried
forward.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-192302
PROSPECTUS SUPPLEMENT
(to prospectus dated November 13, 2013)
$1,500,000,000

3.300% Notes due 2025

The notes will mature on April 27, 2025. The notes will bear interest at a fixed rate equal to 3.300% per annum. Interest on the notes is
payable semi-annually on the 27th day of each April and October, commencing October 27, 2015. The notes may not be redeemed prior to
maturity unless 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
99.814%
$1,497,210,000
Underwriting Discount
0.425%
$
6,375,000
Proceeds to Citigroup (before expenses)
99.389%
$1,490,835,000
Interest on the notes will accrue from April 27, 2015 to the date of delivery. Net proceeds to Citigroup (after expenses) are expected to be
approximately $1,490,660,000.

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Prospectus Supplement
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 April 27, 2015, 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

Banca IMI

Barclays

Credit Agricole CIB

Credit Suisse

Goldman, Sachs & Co.

ING

Natixis

RBS

ANZ Securities

BBVA
Blaylock Beal Van, LLC,

C.L. King & Associates
Cabrera Capital Markets, LLC

CastleOak Securities, L.P.
COMMERZBANK

Great Pacific Securities
Lebenthal Capital Markets

Mischler Financial Group, Inc.
nabSecurities, LLC

National Bank of Canada Financial Markets
Nomura

RB International Markets (USA)
Ramirez & Co., Inc.

Scotiabank
SMBC Nikko

TD Securities
April 22, 2015
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Forward-Looking Statements
S-2
Selected Historical Financial Data
S-2
Description of Notes
S-3
Underwriting
S-5
Conflicts of Interest
S-6
Legal Opinions
S-9
General Information
S-10
Prospectus

Prospectus Summary

1
Forward-Looking Statements

8
Citigroup Inc.

8
Use of Proceeds and Hedging

9
European Monetary Union

10
Description of Debt Securities

10
United States Federal Income Tax Considerations

36
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a
Foreign Currency

44
Description of Common Stock Warrants

45
Description of Index Warrants

47
Description of Capital Stock

50
Description of Preferred Stock

60
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Description of Depositary Shares

62
Description of Stock Purchase Contracts and Stock Purchase Units

65
Plan of Distribution

66
ERISA Considerations

68
Legal Matters

69
Experts

69

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

S-1
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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.
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 and in other information incorporated by reference in this prospectus are forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements are not based on historical
facts but instead represent only Citigroup's and management's beliefs regarding future events. Such statements may be identified by words such as
believe, expect, anticipate, intend, estimate, may increase, may fluctuate, and similar expressions, or future or conditional verbs such as will,
should, would and could.
Such statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results
may differ materially from those included in these statements due to a variety of factors, including without limitation the precautionary statements
included in the accompanying prospectus and the factors listed under "Forward-Looking Statements" in Citigroup's 2014 Annual Report on
Form 10-K and described under "Risk Factors" in Citigroup's 2014 Annual Report on Form 10-K.
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
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Prospectus Supplement
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.

S-2
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The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2014, 2013 and 2012 are
incorporated herein by reference. These statements are obtainable free of charge at the office of Citigroup's listing agent, at the address set forth in
the preceding paragraph.

As of 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
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 $1,500,000,000.
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.
The notes will be issued on April 27, 2015 and will mature on April 27, 2025. The notes will bear interest at a fixed rate of 3.300% per
annum. Interest on the notes will be paid semi-annually on the 27th day of each April and October, commencing October 27, 2015. Interest 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. As long as the notes remain in book-entry form, all payments of interest will be made to
the persons in whose names the notes are registered at the close of business on the Business Day preceding the interest payment date.
If conditions (1) through (3) listed in the section "United States Federal Income Tax Considerations -- Non-United States Holders" in the
accompanying prospectus are not satisfied, a non-United States holder generally will be subject to a United States withholding tax of 30% on
interest payments made on a note. Additionally, non-United States holders should be advised that the IRS has released a new Form W-8BEN-E for
use by entities that are beneficial owners of a payment or another entity that is the beneficial owner.
The following disclosure replaces in full the section "United States Federal Income Tax Considerations -- FATCA Legislation May Impose
Withholding Tax on Debt Securities Held by or through Foreign Entities" in the accompanying prospectus:

S-3
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Table of Contents
Additional Withholding Requirements
Withholding at a rate of 30% generally will be required in certain circumstances on interest in respect of, and after December 31, 2016, gross
proceeds from the disposition of, notes held by or through certain financial institutions (including investment funds), unless such institution (i)
enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts
maintained by, the institution that are owned by U.S. persons and to withhold on certain payments or (ii) if required under an intergovernmental
agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange
such information with the U.S. authorities. An intergovernmental agreement between the United States and applicable foreign country may modify
these requirements. Accordingly, the entity through which the notes are held will affect the determination of whether such withholding is required.
Similarly, interest in respect of and, after December 31, 2016, gross proceeds from the disposition of, notes held by an investor that is a non-
financial non-U.S. entity that does not qualify under certain exemptions generally will be subject to withholding at a rate of 30%, unless such
entity either (i) certifies to Citigroup that such entity does not have any "substantial United States owners" or (ii) provides certain information
regarding the entity's "substantial United States owners," which Citigroup will in turn provide to the United States Department of the Treasury.
You are encouraged to consult your tax advisor regarding the possible implications of these rules on an investment in the notes.

S-4
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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 April 22, 2015, which incorporates by reference the underwriting agreement basic
provisions dated March 2, 2006, 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
Underwriter

of Notes

Citigroup Global Markets Inc.

$ 1,185,000,000
Banca IMI S.p.A.*

$
22,500,000
Barclays Capital Inc.

$
22,500,000
Credit Agricole Securities (USA) Inc.

$
22,500,000
Credit Suisse Securities (USA) LLC

$
22,500,000
Goldman, Sachs & Co.

$
22,500,000
ING Financial Markets LLC

$
22,500,000
Natixis Securities Americas LLC

$
22,500,000
RBS Securities Inc.

$
22,500,000
ANZ Securities, Inc.

$
7,500,000
BBVA Securities Inc.

$
7,500,000
Blaylock Beal Van, LLC

$
7,500,000
C.L. King & Associates, Inc.

$
7,500,000
Cabrera Capital Markets, LLC

$
7,500,000
CastleOak Securities, L.P.

$
7,500,000
Commerz Markets LLC

$
7,500,000
Great Pacific Securities

$
7,500,000
Lebenthal & Co., LLC

$
7,500,000
Mischler Financial Group, Inc.

$
7,500,000
nabSecurities, LLC

$
7,500,000
National Bank of Canada Financial Inc.

$
7,500,000
Nomura Securities International, Inc.

$
7,500,000
RB International Markets (USA) LLC

$
7,500,000
Samuel A. Ramirez & Company, Inc.

$
7,500,000
Scotia Capital (USA) Inc.

$
7,500,000
SMBC Nikko Securities America, Inc.

$
7,500,000
TD Securities (USA) LLC

$
7,500,000

Total

$ 1,500,000,000

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Prospectus Supplement

*
Banca IMI S.p.A. is not a U.S. registered broker-dealer, and will not affect any offers or sales of any notes in the United States unless it is
through one or more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.
("FINRA").
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.

S-5
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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.
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.
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.
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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

S-6
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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.
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant
Member State"), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of notes which are
the subject of the offering contemplated by this prospectus supplement as completed by the final terms in relation thereto to the public in that
Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such notes to the
public in that Relevant Member State:

(a)
at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)
at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to
obtaining the prior consent of the relevant underwriter or underwriter nominated by the Issuer for any such offer; or

(c)
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes referred to in (a) to (c) above shall require the issuer or any underwriter to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer to the public" in relation to any notes in any Relevant Member State means 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, as the same may be varied in that Member State by any measure implementing the Prospectus
Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive
2010/73/EU), and includes any relevant implementing measure in each Relevant Member State.
This EEA selling restriction is in addition to the other selling restrictions set out below.
Notice to Prospective Investors in the United Kingdom
This prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors
within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to
whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant
persons"). This prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part)
or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not
act or rely on this document or any of its contents.
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.

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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-1°-or-2°-or 3° 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 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,

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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
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Prospectus Supplement

· where the transfer is by operation of law.
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. Skadden, Arps, Slate, Meagher & Flom LLP, New York,
New York, has acted as counsel to Citigroup in connection with matters related to the issuance of 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 Steen &
Hamilton LLP has from time to time acted as counsel for Citigroup and its subsidiaries and may do so in the future.

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GENERAL INFORMATION
Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange. The listing prospectus and Citigroup's
current annual and quarterly reports, as well as all other documents incorporated by reference in the listing prospectus, will be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu) so long as any of the notes are outstanding and listed on the Luxembourg Stock
Exchange.
You can also request copies (free of charge) of (1) this prospectus supplement, the accompanying prospectus and the indenture, and
(2) Citigroup's annual, quarterly and current reports, as well as other documents incorporated by reference in this prospectus supplement, including
future annual, quarterly and current reports, by following the directions under "Where You Can Find More Information" on page 6 of the
accompanying prospectus.
Resolutions relating to the issue and sale of the notes were adopted by the board of directors of Citigroup on January 15, 2015, and by the
Funding Committee of the board of directors dated as of April 22, 2015.
The notes have been accepted for clearance through Euroclear and Clearstream and have been assigned Common Code No. 122577147,
International Security Identification Number (ISIN) US172967JP75, and CUSIP No. 172967JP7.

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PROSPECTUS

May Offer --
Debt Securities
Common Stock Warrants
Index Warrants
Preferred Stock
Depositary Shares
Stock Purchase Contracts
Stock Purchase Units
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Prospectus Supplement
Common Stock
Citigroup will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus, the
accompanying prospectus supplement and any applicable pricing supplement carefully before you invest. Citigroup may offer and sell these
securities to or through one or more underwriters, dealers and agents, including Citigroup Global Markets Inc., a broker-dealer subsidiary of
Citigroup, or directly to purchasers, on a continuous or delayed basis. The common stock of Citigroup Inc. is listed on the New York Stock
Exchange and trades under the ticker symbol "C".

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary
is a criminal offense.
These securities are not deposits or savings accounts but are unsecured obligations of Citigroup Inc. These securities are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

The date of this prospectus is November 13, 2013
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PROSPECTUS SUMMARY
This summary provides a brief overview of the key aspects of Citigroup and all material terms of the offered securities that are known as
of the date of this prospectus. For a more complete understanding of the terms of the offered securities, before making your investment
decision, you should carefully read:

· this prospectus, which explains the general terms of the securities that Citigroup may offer;

· the accompanying prospectus supplement, which (1) explains the specific terms of the securities being offered and (2) updates and

changes information in this prospectus; and

· the documents referred to in "Where You Can Find More Information" beginning on page 6 for information on Citigroup,

including its financial statements.
Citigroup Inc.
Citigroup Inc. is a global diversified financial services holding company whose businesses provide a broad range of financial products
and services to consumers, corporations, governments and institutions. Citigroup has approximately 200 million customer accounts and does
business in more than 160 countries and jurisdictions. Citigroup's activities are conducted through the Global Consumer Banking, Institutional
Clients Group, Citi Holdings and Corporate/Other business segments. Its businesses conduct their activities across the North America, Latin
America, Asia and Europe, Middle East and Africa regions. Citigroup's principal subsidiaries are Citibank, N.A., Citigroup Global Markets
Inc. and Grupo Financiero Banamex, S.A. de C.V., each of which is a wholly owned, indirect subsidiary of Citigroup. Citigroup was
incorporated in 1988 under the laws of the State of Delaware as a corporation with perpetual duration.
Citigroup's principal executive office is at 399 Park Avenue, New York, NY 10022, and its telephone number is (212) 559-1000.
References in this prospectus to "Citigroup," "we," "our" or "us" are to Citigroup Inc., and not any of its subsidiaries, unless the context
indicates otherwise.
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Document Outline

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