Obligation Citigroup 0% ( US172967MZ11 ) en USD

Citigroup

100.23 % ▲

Etas-Unis

US172967MZ11 ( en USD )

0%

09/06/2027

Prospectus brochure de l'obligation Citigroup US172967MZ11 en USD 0%, échéance 09/06/2027

1 000 USD

400 000 000 USD

172967MZ1

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US172967MZ11, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/06/2027

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US172967MZ11, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US172967MZ11, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

EX-4.01 3 d582620dex401.htm EX-4.01
Exhibit 4.01
This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the
Depository named below or a nominee of the Depository. This Note is not exchangeable for Notes registered in the name of a Person other than the
Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Note (other than a transfer of
this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in the limited circumstances described herein.
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (the
"Depository"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of the Depository (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
CITIGROUP INC.
Floating Rate Senior Notes due June 9, 2027
REGISTERED
REGISTERED
CUSIP: 172967MZ1
ISIN: US172967MZ11
No. R-00*
$
CITIGROUP INC., a Delaware corporation (the "Company", which term includes any successor Person under the Indenture), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $ on June 9, 2027 (the "Maturity Date") and to
pay interest thereon from and including June 9, 2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
The Company shall pay interest at an annual rate equal to Compounded SOFR (and defined on the reverse hereof) plus 0.770% quarterly, on the second
business day following each Interest Period End Date (each such business day, an "Interest Payment Date"), commencing September 11, 2021, until the
principal hereof is paid or made available for payment and provided that the Interest Payment Date with respect to the final Interest Period will be a
redemption date or the Maturity Date. An Interest Period End Date is the 9th of each March, June, September and December, beginning on September 9,
2021 and ending on a redemption date or the Maturity Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Record Date for such
interest, which shall be the Business Day immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith

cease to be payable to the holder on such Record Date and may either be paid to the Person in whose name this Note is registered at the close of business
on a subsequent Record Date, such subsequent Record Date to be not less than ten days prior to the date of payment of such defaulted interest, notice
whereof shall be given to holders of Notes of this series not less than ten days prior to such subsequent Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
Interest hereon will be calculated on the basis of the actual number of days elapsed in an interest period and a 360-day year, and an Interest Period shall
be the period from and including an Interest Period End Date (or June 9, 2021 in the case of the first Interest Period) to, but excluding, the next
succeeding Interest Period End Date; provided that the Interest Period following an election by the Company to redeem the Notes and the final Interest
Period will be the period from, and including, the immediately preceding Interest Period End Date to, but excluding, the redemption date or the Maturity
Date; and provided further that SOFR for each calendar day from, and including, the Rate Cut-Off Date (as defined on the reverse hereof) to, but
excluding, the redemption date or the Maturity Date will equal SOFR in respect of the Rate Cut-Off Date. In the event that any Interest Period End Date
(other than a redemption date or the Maturity Date) is not a Business Day, then such date will be postponed to the next succeeding Business Day, unless
that day falls in the next calendar month, in which case the interest period end date will be the immediately preceding Business Day. For these purposes,
"Business Day" means any day on which commercial banks settle payments and are open for general business in The City of New York and a U.S.
Government Securities Business Day (as defined on the reverse hereof)
Dollar amounts resulting from such calculations will be rounded to the nearest cent, with one-half cent being rounded upward. In the event that the
Maturity Date or a redemption date is not a Business Day, then such date will be postponed to the next succeeding Business Day, and no further interest
will accrue with respect to such postponement. No interest will accrue on any amounts payable for the period from and after the due date for payment of
such principal or interest.
Payment of the principal of and interest on this Note will be made at the office or agency of the paying agent maintained for that purpose in The City of
New York.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee or by an authenticating agent on behalf of the Trustee by manual
signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: June 9, 2021
CITIGROUP INC.
By:
Name:
Title:
ATTEST:
By:
Name:
Title:

This is one of the Notes of the series issued under the within-mentioned Indenture.
Dated: June 9, 2021
THE BANK OF NEW YORK MELLON,
as Trustee
By:
Name:
Title:
-or-
CITIBANK, N.A.,
as Authenticating Agent
By:
Name:
Title:

This Note is one of a duly authorized issue of Securities of the Company (the "Notes"), issued and to be issued in one or more series under the senior
debt indenture, dated as of November 13, 2013 (as amended and supplemented from time to time, the "Indenture"), between the Company and The Bank
of New York Mellon, as trustee (the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof, initially limited in aggregate principal to $400,000,000.
This Note will bear interest for each Interest Period at a rate determined by Citibank, N.A., London Branch, acting as Calculation Agent. The interest
rate on this Note for a particular Interest Period will be a per annum rate equal to Compounded SOFR (as defined below) plus 0.770%. Interest will be
calculated by multiplying the principal amount of the Notes by the product of (i) Compounded SOFR plus 0.770% multiplied by (ii) the quotient of
actual number of calendar days in such interest period divided by 360; provided that in no event will the interest payable on the Notes be less than zero.
Promptly upon determination, the Calculation Agent will inform the Trustee and the Company of the interest rate for the next Interest Period. Absent
manifest error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the holders of Notes, the Trustee and
the Company.
For the purposes of calculating interest with respect to any Interest Period:
"Compounded SOFR" means a rate of return of a daily compounded interest investment calculated in accordance with the formula below,
with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (0.00000005 being rounded
upwards):
where
"do", for any Interest Period, is the number of U.S. Government Securities Business Days in the relevant Interest Period.
"i" is a series of whole numbers from one to do, each representing the relevant U.S. Government Securities Business Days in
chronological order from, and including, the first U.S. Government Securities Business Day in the relevant Interest Period.
"SOFRi", for any day "i" in the relevant Interest Period, is a reference rate equal to SOFR in respect of that day.
"ni", for any day "i" in the relevant Interest Period, is the number of calendar days from, and including, such U.S. Government Securities
Business Day "i" to, but excluding, the following U.S. Government Securities Business Day.

"d" is the number of calendar days in the relevant Interest Period.
"U.S. Government Securities Business Day" means any day except for a Saturday, Sunday or a day on which the Securities Industry and
Financial Markets Association (SIFMA) recommends that the fixed income departments of its members be closed for the entire day for purposes of
trading in U.S. government securities.
"SOFR" means, with respect to any day, the rate determined by the Calculation Agent in accordance with the following provisions:
(1) the Secured Overnight Financing Rate for trades made on such day that appears at approximately 3:00 p.m. (New York City time) on
the NY Federal Reserve's Website on the U.S. Government Securities Business Day immediately following such day ("SOFR
Determination Time"); or
(2) if the rate specified in (1) above does not so appear, unless a Benchmark Transition Event and its related Benchmark Replacement Date
have occurred as described in (3) below, the Secured Overnight Financing Rate published on the NY Federal Reserve's Website for the
first preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the NY
Federal Reserve's Website; or
(3) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the relevant interest period end
date, the Calculation Agent will use the Benchmark Replacement to determine the rate and for all other purposes relating to the Notes.
In connection with the Compounded SOFR definition above, the following definitions apply:
"Benchmark" means, initially, Compounded SOFR; provided that if the Company (or one of its affiliates) determines that on or prior to the
Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR or
the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement.
"Benchmark Replacement" means the first alternative set forth in the order below that can be determined by Citigroup (or one of its
affiliates) as of the Benchmark Replacement Date:
(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the
replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment; or
(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or
(3) the sum of: (a) the alternate rate of interest that has been selected by the Company (or one of its affiliates) as the replacement for the
then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current
Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.

"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by the Company (or
one of its affiliates) as of the Benchmark Replacement Date:
(1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or
zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;
(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company (or one of its
affiliates) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-
denominated floating rate notes at such time.
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes that the Company (or one of its affiliates) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a
manner substantially consistent with market practice (or, if the Company (or such affiliate) decides that adoption of any portion of such market practice
is not administratively feasible or if the Company (or such affiliate) determines that no market practice for use of the Benchmark Replacement exists, in
such other manner as the Company (or such affiliate) determines is reasonably necessary).
"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or
publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely
ceases to provide the Benchmark; or
(2) in the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication of
information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such
determination.
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such
administrator has ceased or will cease to provide

the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide the Benchmark;
(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank
for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority
with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the
administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will
continue to provide the Benchmark; or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that
the Benchmark is no longer representative.
"Business Day" means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New
York City are authorized or required by law or regulation to be closed and is a U.S. Government Securities Business Day.
"ISDA" means the International Swaps and Derivatives Association, Inc. or any successor thereto.
"ISDA Definitions" means the 2006 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any
successor definitional booklet for interest rate derivatives published from time to time.
"ISDA Fallback Adjustment" means the spread adjustment (which may be a positive or negative value or zero) that would apply for
derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the
Benchmark for the applicable tenor.
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon
the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
"NY Federal Reserve" means the Federal Reserve Bank of New York.
"NY Federal Reserve's Website" means the website of the NY Federal Reserve, currently at http://www.newyorkfed.org, or any successor
website of the NY Federal Reserve or the website of any successor administrator of the Secured Overnight Financing Rate.
"Rate Cut-Off Date" means the second U.S. Government Securities Business Day prior to a redemption date or the Maturity Date.
"Reference Time" with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR
Determination Time and (2) if the Benchmark is not Compounded SOFR, the time determined by Citigroup (or one of its affiliates) in accordance with
the Benchmark Replacement Conforming Changes.

"Relevant Governmental Body" means the Federal Reserve Board and/or the NY Federal Reserve, or a committee officially endorsed or
convened by the Federal Reserve Board and/or the NY Federal Reserve or any successor thereto.
"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
Upon request from any Noteholder, the Calculation Agent will provide the interest rate in effect on this Note for the current Interest Period and, if it has
been determined, the interest rate to be in effect for the next Interest Period.
If an event of default (as defined in the Indenture) with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this
series may be declared due and payable in the manner and with the effect provided in the Indenture.
Sections 12.02 and 12.03 of the Indenture containing provisions for defeasance apply to this Note. At any time the entire indebtedness of this Note may
be defeased upon compliance by the Company with certain conditions set forth in Section 12.04 of the Indenture.
The Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of the Securities, to establish,
among other things, the form and terms of any series of Securities issuable thereunder by one or more supplemental indentures, and, with the consent of
the holders of a majority in aggregate principal amount of Securities at the time outstanding which are affected thereby, to modify the Indenture or any
supplemental indenture or the rights of the holders of Securities of such series to be affected, provided that no such modification will (i) extend the fixed
maturity of any Securities, reduce the rate or extend the time of payment of interest thereon, reduce the principal amount thereof or the premium, if any,
thereon, reduce the amount of the principal of Original Issue Discount Securities payable on any date, change the currency in which Securities are
payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without the consent of the holder of
each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series the consent of the holders of which is required for any such
modification without the consent of the holders of all Securities of such series then outstanding, or (iii) modify the rights, duties or immunities of the
Trustee unless the Trustee agrees to such modification.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
This Note is a Global Security registered in the name of a nominee of the Depository. This Note is exchangeable for Notes registered in the name of a
person other than the Depository or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in
part for definitive Notes in certificated form, this Note may not be transferred except as a whole by the Depository to a nominee of the Depository or by
a nominee of the Depository to the Depository or another nominee of the Depository.
The Notes represented by this Global Security are exchangeable for definitive Notes in certificated form of like tenor as such Notes in denominations of
$1,000 and whole multiples of $1,000 in excess thereof only if (i) the Depository notifies the Company that it is unwilling or unable to

continue as Depository for the Notes and the Company is unable to appoint a successor depository or (ii) the Depository ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, or (iii) the Company in its sole discretion decides to allow the Notes to be exchanged
for definitive Notes in registered form. Any Notes that are exchangeable pursuant to the preceding sentence are exchangeable for certificated Notes
issuable in authorized denominations and registered in such names as the Depository shall direct. As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of definitive Notes in certificated form is registrable in the register maintained by the Company in The City of
New York for such purpose, upon surrender of the definitive Note for registration of transfer at the office or agency of the registrar, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the registrar duly executed by, the holder thereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees. Subject to the foregoing, this Note is not exchangeable, except for
a Global Security or Global Securities of this issue of the same principal amount to be registered in the name of the Depository or its nominee.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Company will pay additional amounts ("Additional Amounts") to the beneficial owner of any Note that is a non-United States person in order to
ensure that every net payment on such Note will not be less, due to payment of U.S. withholding tax, than the amount then due and payable. For this
purpose, a "net payment" on a Note means a payment by the Company or a paying agent, including payment of principal and interest, after deduction for
any present or future tax, assessment or other governmental charge of the United States. These Additional Amounts will constitute additional interest on
the Note.
The Company will not be required to pay Additional Amounts, however, in any of the circumstances described in items (1) through (13) below.
(1) Additional Amounts will not be payable if a payment on a Note is reduced as a result of any tax, assessment or other governmental charge
that is imposed or withheld solely by reason of the beneficial owner:
(a) having a relationship with the United States as a citizen, resident or otherwise;
(b) having had such a relationship in the past; or
(c) being considered as having had such a relationship.