Obligation Citigroup 3.75% ( XS1508910277 ) en AUD

Citigroup

100 % ▼

Etats-unis

XS1508910277 ( en AUD )

3.75% par an ( paiement semestriel )

27/10/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup XS1508910277 en AUD 3.75%, échue

1 000 AUD

250 000 000 AUD

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 ( Etats-unis ) , en AUD, avec le code ISIN XS1508910277, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/10/2023

PROSPECTUS SUPPLEMENT
(to prospectus dated October 14, 2016)
A$250,000,000
3.750% Notes due 2023
The notes will mature on October 27, 2023. The notes will bear interest at a fixed rate equal to 3.750% per
annum. Interest on the notes is payable semi-annually on the 27th day of each April and October, commencing
April 27, 2017. Citigroup may redeem the notes in whole at any time or in part from time to time on or after
April 27, 2017, at the redemption price described under "Description of Notes" below. In addition, Citigroup
may redeem the notes in whole, but not in part, at any time 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.634%
A$249,085,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.375%
A$
937,500
Proceeds to Citigroup (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.259%
A$248,147,500
Interest on the notes will accrue from October 27, 2016 to the date of delivery. Net proceeds to Citigroup
(after expenses) are expected to be approximately A$247,918,109.
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 October 27, 2016, in book-entry form only through the facili-
ties of 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
ANZ
nabSecurities, LLC
RBC Capital Markets
October 20, 2016

TABLE OF CONTENTS
Page
Prospectus Supplement
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Selected Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-9
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
Prospectus
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Citigroup Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Use of Proceeds and Hedging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
European Monetary Union . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
United States Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign
Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Description of Common Stock Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Description of Index Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
Description of Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
Description of Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
Description of Stock Purchase Contracts and Stock Purchase Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
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
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.
S-2

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 Limited 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. $" are to United States dollars and to
A$ is to Australian 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 2015 Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2016 and June 30, 2016 and
described under "Risk Factors" in Citigroup's 2015 Annual Report on Form 10-K.
S-3

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 refer-
ence 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,
2015, 2014 and 2013 and its consolidated unaudited financial statements for periods ended June 30, 2016 and
2015 are incorporated herein by reference. These statements are obtainable free of charge at the office of Citi-
group's listing agent, at the address set forth in the preceding paragraph.
At or for the Quarter Ended
June 30,
At or for the Year Ended December 31,
2016
2015
2015
2014
2013
(dollars in millions, except per share amounts)
Income Statement Data:
Total revenues, net of interest expense . . .
$
35,103
$
39,206
$
76,354
$
77,219
$
76,724
Income from continuing operations . . . . .
7,555
9,675
17,386
7,504
13,616
Net income . . . . . . . . . . . . . . . . . . . . . . . .
7,499
9,616
17,242
7,310
13,659
Dividends declared per common share . . .
0.10
0.06
0.16
0.04
0.04
Balance Sheet Data:
Total assets . . . . . . . . . . . . . . . . . . . . . . . .
$1,818,771
$1,829,370
$1,731,210
$1,842,181
$1,880,035
Total deposits . . . . . . . . . . . . . . . . . . . . . .
937,852
908,037
907,887
899,332
968,273
Long-term debt . . . . . . . . . . . . . . . . . . . . .
207,448
211,845
201,275
223,080
221,116
Total stockholders' equity . . . . . . . . . . . . .
231,888
219,440
221,857
210,185
203,992
S-4

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.
General
The notes offered by this prospectus supplement are a series of senior debt securities issued under
Citigroup's senior debt indenture. The notes will be limited initially to an aggregate principal amount of
A$250,000,000. 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 only in fully registered form without coupons, in denominations of A$1,000 and
integral multiples of A$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.
The currency for payment for the notes is Australian dollars. However, when interests in the notes are held
through DTC, all payments in respect of such DTC notes will be made in U.S. dollars and no election to receive
payment in Australian dollars may be made. See "Currency Conversions and Foreign Exchange Risks Affecting
Debt Securities Denominated in a Foreign Currency -- Currency Conversion" in the accompanying prospectus.
The notes will be issued on October 27, 2016 and will mature on October 27, 2023. The notes will bear
interest at a fixed rate of 3.750% per annum. Interest on the notes will be paid semi-annually on the 27th day of
each April and October, commencing April 27, 2017. Interest will be 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 on the Notes will be computed on the basis of the actual number of days
elapsed and the actual number of days in the year.
The notes are redeemable at Citigroup's option, in whole at any time or in part from time to time, on or after
April 27, 2017, 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, if any, with respect to such notes. The Make-Whole Amount will equal the excess, if any, of:
(i) the aggregate present value as of the date of such redemption of each Australian dollar of principal being
redeemed and the amount of interest (exclusive of interest accrued to the date of redemption) that would have
been payable in respect of each such Australian dollar if such redemption had not been made, determined by
discounting, on a semi-annual basis (assuming a 365-day year), such principal and interest at the Reinvestment
Rate (determined on the third business day preceding the date that notice of such redemption is given) from the
respective dates on which such principal and interest would have been payable if such redemption had not been
made, to the date of redemption, over (ii) the aggregate principal amount of notes being redeemed. The
Reinvestment Rate will equal the semi-quarterly coupon-matched asset swap rate expressed as a percentage per
annum, plus 0.250%. In addition, Citigroup may redeem the notes in whole, but not in part, at any time 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 subject to the defeasance provisions explained in "Description of Debt Securities -- Defea-
sance; Senior Debt Indenture" in the accompanying prospectus. Any funds or securities deposited pursuant to the
defeasance provisions will be A$ or Australian government notes.
S-5

A fiscal agency agreement has been entered into in relation to the notes among Citigroup, Citibank, N.A.
London office, as fiscal agent, registrar, calculation agent, principal paying agent and exchange agent, and the
other paying agent named therein. Payment of principal and interest on the notes will be made through the office
of the fiscal agent in London. The holders of notes are bound by, and are deemed to have notice of, the
provisions of the fiscal agency agreement. Copies of the fiscal agency agreement are available for inspection
during usual business hours at the principal office of the fiscal agent in London.
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.
Book-Entry Notes
Notes of a series which are offered and sold outside the United States (the "international notes") will be
represented by beneficial interests in fully registered permanent global notes (the "international global notes")
without interest coupons attached, which will be registered in the name of Citivic Nominees Limited, as nominee
for, and shall be deposited on or about October 27, 2016 with Citibank, N.A. London office, as common
depositary for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream.
Notes of a series which are offered and sold in the United States (the "DTC notes") will be represented by
beneficial interests in fully registered permanent global notes (the "DTC global notes" and together with the
international global notes, the "global notes") without interest coupons attached, which will be deposited on or
about October 27, 2016 with Citibank, N.A. London office, as custodian for, and registered in the name of Cede
& Co., as nominee for, The Depository Trust Company.
Together, the series of notes represented by the global notes will equal the aggregate principal amount of
such series of notes outstanding at any time. The amount of notes represented by each of the DTC global notes
and the international global notes is evidenced by the register maintained for that purpose by the registrar.
Beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through,
records maintained by DTC, Euroclear and Clearstream and their participants. Except as described under
"Description of Debt Securities -- Book-Entry Procedures and Settlement: Definitive Notes and Paying Agents"
in the accompanying prospectus. Individual registered certificates will not be issued in exchange for beneficial
interests in the global notes.
A holder of international notes will receive all payments under the international notes in Australian dollars.
A holder of DTC notes will receive all payments under the DTC notes in U.S. dollars and no election to receive
payment in A$ may be made.
Subject to applicable law and the terms of the indenture, Citigroup, the registrar and any paying agent will
treat the persons in whose names the global notes are registered, initially Cede & Co. and Citivic Nominees
Limited, as owners of such notes for the purpose of receiving payments of principal and interest (and additional
amounts, if any) on the notes and for all other purposes whatsoever. Therefore, none of Citigroup, the registrar or
any paying agent has any direct responsibility or liability for the payment of principal of or interest on the notes
to owners of beneficial interests in the global notes. All payments made by Citigroup to the registered holders of
the global notes shall discharge the liability of Citigroup under the notes to the extent of the sums so paid.
Secondary Market Trading in Relation to Global Notes
Trading between Euroclear and/or Clearstream Participants
Secondary market sales of book-entry interests in the notes held through Euroclear or Clearstream to
purchasers of book-entry interests in the international notes through Euroclear or Clearstream will be conducted
in accordance with the normal rules and operating procedures of Euroclear and Clearstream and will be settled
using the procedures applicable to conventional Eurobonds.
S-6

Trading between DTC Participants
Secondary market sales of book-entry interests in the DTC notes between DTC participants will occur in the
ordinary way in accordance with DTC rules and will be settled using the procedures applicable to United States
corporate debt obligations if payment is effected in U.S. dollars, or free of payment if payment is not effected in
U.S. dollars. Where payment is not effected in U.S. dollars, separate payment arrangements outside DTC are
required to be made between the DTC participants.
Trading between DTC Seller and Euroclear/ Clearstream Purchaser
When book-entry interests in notes are to be transferred from the account of a DTC participant holding a
beneficial interest in a DTC global security to the account of a Euroclear or Clearstream accountholder wishing
to purchase a beneficial interest in an international global security (subject to any procedures provided for in the
fiscal agency agreement), the DTC participant will deliver instructions for delivery to the relevant Euroclear or
Clearstream accountholder to DTC by 12:00 noon, New York City time, on the settlement date. Separate
payment arrangements are required to be made between the DTC participant and the relevant Euroclear or
Clearstream accountholder. On the settlement date, the custodian will instruct the registrar to (i) decrease the
amount of notes registered in the name of Cede & Co. and evidenced by the DTC global note and (ii) increase the
amount of notes registered in the name of the nominee (being Citivic Nominees Limited) of the common
depositary for Euroclear and Clearstream and evidenced by the international global note. Book-entry interests
will be delivered free of payment to Euroclear or Clearstream, as the case may be, for credit to the relevant
accountholder on the first business day following the settlement date but for value on the settlement date.
Trading between Euroclear/ Clearstream Seller and DTC Purchaser
When book-entry interests in the notes are to be transferred from the account of a Euroclear or Clearstream
accountholder to the account of a DTC participant wishing to purchase a beneficial interest in a DTC global
security (subject to any procedures provided for in the fiscal agency agreement), the Euroclear or Clearstream
participant must send to Euroclear or Clearstream delivery free of payment instructions by 7:45 p.m.,
Luxembourg/ Brussels time, as the case may be, one business day prior to the settlement date. Euroclear or
Clearstream, as the case may be, will in turn transmit appropriate instructions to the common depositary for
Euroclear and Clearstream and the registrar to arrange delivery to the DTC participant on the settlement date.
Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear
and Clearstream accountholder, as the case may be.
On the settlement date, the common depositary for Euroclear and Clearstream will (a) transmit appropriate
instructions to the custodian who will in turn deliver such book-entry interests in the notes free of payment to the
relevant account of the DTC participant and (b) instruct the registrar to (i) decrease the amount of notes
registered in the name of the nominee (being Citivic Nominees Limited) of the common depositary for Euroclear
and Clearstream and evidenced by the international global notes and (ii) increase the amount of notes registered
in the name of Cede & Co. and evidenced by the DTC global security.
Although the foregoing sets out the procedures of Euroclear, Clearstream and DTC in order to facilitate the
transfers of interests in the notes among participants of DTC, Clearstream and Euroclear, none of Euroclear,
Clearstream or DTC is under any obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. Neither we, the fiscal agent, the registrar, the trustee, any paying
agent, any underwriter or any affiliate of any of the above, nor any person by whom any of the above is
controlled for the purposes of the United States Securities Act of 1933, as amended, will have any responsibility
for the performance by DTC, Euroclear and Clearstream or their respective direct or indirect participants or
accountholders of their respective obligations under the rules and procedures governing their operations or for
the sufficiency for any purpose of the arrangements described above.
S-7

UNDERWRITING
Citigroup Global Markets Limited, Australia and New Zealand Banking Group Limited and nabSecurities,
LLC are acting as joint book-running managers for this offering. The terms and conditions set forth in the terms
agreement dated October 20, 2016, 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. Each underwriter named
below has agreed to purchase from Citigroup, and Citigroup has agreed to sell to each underwriter, the principal
amount of notes set forth opposite the name of each underwriter.
Principal Amount
Underwriter
of Notes
Citigroup Global Markets Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A$125,000,000
Australia and New Zealand Banking Group Limited* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A$ 59,375,000
nabSecurities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A$ 59,375,000
RBC Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A$
6,250,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A$250,000,000
*
Australia and New Zealand Banking Group Limited is not a U.S. registered broker-dealer, and therefore, to
the extent it intends to effect any sales of the notes in the United States, they will do so through an affiliated
U.S. registered broker-dealer in accordance with applicable U.S. securities laws and regulations, and as
permitted by the regulations of the Financial Industry Regulatory Authority, Inc.
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 0.225% 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 0.135% 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 accounts, 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.
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The underwriters may also impose a penalty bid. Penalty bids permit an underwriter to reclaim a selling
concession from a syndicate member when that underwriter, in covering syndicate short positions or making
stabilizing purchases, purchases notes originally sold by that syndicate member.
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 they presently intend 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 Limited, one of the joint book-running managers 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 FINRA Rule 5121 if
sales of the notes are affected in the United States through a U.S. registered broker-dealer affiliate of Citigroup
Global Markets Limited. Client accounts over which such affiliate has 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 October 27, 2016,
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 three 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
following business day will be required, by virtue of the fact that the notes initially will not settle in T+3, 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.
Notice to Prospective Investors in Australia
No prospectus or other disclosure document in relation to the notes has been lodged with, or registered by,
the Australian Securities and Investment Commission ("ASIC") or the ASX Limited. An offer or invitation for
the issue, sale or purchase of the notes in Australia (including an offer or invitation which is received by a person
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in Australia) has not directly or indirectly been made or invited, and will not be made or invited, and neither this
prospectus supplement nor any other offering material or advertisement relating to the notes has been distributed
or published, or will be distributed or published, in Australia unless:
· the minimum aggregate consideration payable by each offeree at the time of issue is at least A$500,000
(disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not
need disclosure to investors under Part 6D.2 or Chapter 7 of the Corporations Act 2001 of Australia (the
"Corporations Act");
· such action complies with all applicable laws and regulations of the Commonwealth of Australia;
· the offer or invitation does not constitute an offer to a person who is a "retail client" for the purposes of
Section 761G of the Corporations Act; and
· such action does not require any document to be lodged with ASIC.
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 Pro-
spectus Directive) subject to obtaining the prior consent of the relevant underwriter or underwriter nomi-
nated 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, includ-
ing 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.
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