Obligation CITIGROUP INC 4.65% ( US172967JU60 ) en USD

CITIGROUP INC

91.532 % ▼

Etas-Unis

US172967JU60 ( en USD )

4.65% par an ( paiement semestriel )

29/07/2045

Prospectus brochure de l'obligation CITIGROUP INC US172967JU60 en USD 4.65%, échéance 29/07/2045

1 000 USD

1 250 000 000 USD

172967JU6

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

29/01/2025 ( Dans 124 jours )

L'Obligation émise par CITIGROUP INC ( Etas-Unis ) , en USD, avec le code ISIN US172967JU60, paye un coupon de 4.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/07/2045

L'Obligation émise par CITIGROUP INC ( Etas-Unis ) , en USD, avec le code ISIN US172967JU60, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par CITIGROUP INC ( Etas-Unis ) , en USD, avec le code ISIN US172967JU60, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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PS PMT 3C
PROSPECTUS SUPPLEMENT
(to prospectus dated November 13, 2013)
$1,250,000,000
4.650% Notes due 2045
The notes will mature on July 30, 2045. The notes will bear interest at a fixed rate equal to 4.650% per annum. Interest
on the notes is payable semi-annually on the 30th day of each January and July, commencing January 30, 2016. 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.855% $1,248,187,500
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.875% $
10,937,500
Proceeds to Citigroup (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98.980% $1,237,250,000
Interest on the notes will accrue from July 30, 2015 to the date of delivery. Net proceeds to Citigroup (after expenses)
are expected to be approximately $1,237,075,000.
The underwriters are offering the notes subject to various conditions. The underwriters expect that the notes will be
ready for delivery to investors on or about July 30, 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
Barclays
CIBC
COMMERZBANK
Credit Agricole CIB
Credit Suisse
Natixis
RBC Capital Markets
TD Securities
Academy Securities, Inc.
Cabrera Capital Markets, LLC
Fifth Third Securities
Imperial Capital
National Bank of Canada Financial Markets
PNC Capital Markets LLC
RB International Markets (USA)
Telsey Advisory Group
ANZ Securities
C.L. King & Associates
HSBC
Multi-Bank Securities
Nykredit Markets
Ramirez & Co., Inc.
Scotiabank
Wells Fargo Securities
The Williams Capital Group, L.P.
July 23, 2015

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TABLE OF CONTENTS
Page
Prospectus Supplement
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
Selected Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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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
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
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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
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 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 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.
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The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2014,
2013 and 2012 and its consolidated unaudited financial statements for the periods ended March 31, 2015 and 2014 are
incorporated herein by reference. These statements are obtainable free of charge at the office of Citigroup's listing
agent, at the address set forth in the preceding paragraph.
At or for the Three Months
Ended March 31,
At or for the Year Ended December 31,
2015
2014
2014
2013
2012
(dollars in millions, except per share amounts)
Income Statement Data:
Total revenues, net of interest expense . . . . . . . .
$
19,736
$
20,206
$
77,219
$
76,724
$
69,530
Income from continuing operations . . . . . . . . . .
4,817
3,952
7,504
13,616
7,768
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,770
3,944
7,310
13,659
7,491
Dividends declared per common share(1) . . . . .
0.01
0.01
0.04
0.04
0.04
Balance Sheet Data:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,831,801
$1,894,390
$1,842,181
$1,880,035
$1,864,328
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .
899,647
966,263
899,332
968,273
930,560
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . .
210,522
222,747
223,080
221,116
239,463
Total stockholders' equity . . . . . . . . . . . . . . . . .
214,620
208,116
210,185
203,992
188,717
(1) Amounts represent Citigroup's historical dividends per common share and have been adjusted to reflect stock
splits.
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 $1,250,000,000.
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 July 30, 2015 and will mature on July 30, 2045. The notes will bear interest at a fixed
rate of 4.650% per annum. Interest on the notes will be paid semi-annually on the 30th day of each January and July,
commencing January 30, 2016. 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. Non-United States holders are
advised that IRS Form W-8BEN-E, rather than IRS Form W-8BEN, should be used by entities that are beneficial
owners of a payment or another entity that is the beneficial owner.
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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:
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.
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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 July 23, 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 993,750,000
Barclays Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
18,750,000
CIBC World Markets Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
18,750,000
Commerz Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
18,750,000
Credit Agricole Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
18,750,000
Credit Suisse Securities (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
18,750,000
Natixis Securities Americas LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
18,750,000
RBC Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
18,750,000
TD Securities (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
18,750,000
Academy Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
ANZ Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
Cabrera Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
C.L. King & Associates, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
Fifth Third Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
HSBC Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
Imperial Capital, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
Multi-Bank Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
National Bank of Canada Financial Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
Nykredit Bank A/S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
PNC Capital Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
RB International Markets (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
Samuel A. Ramirez & Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
Scotia Capital (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
Telsey Advisory Group LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
Wells Fargo Securities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
The Williams Capital Group, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,250,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,250,000,000
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 0.500% 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 0.250% 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.
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The underwriters are offering the notes subject to prior sale and their acceptance of the notes from
Citigroup. The underwriters may reject any order in whole or in part.
Citigroup has agreed to indemnify the underwriters against liabilities relating to material misstatements and
omissions.
In connection with the offering, the underwriters may purchase and sell notes in the open market. Purchases
and sales in the open market may include short sales, purchases to cover short positions and stabilizing
purchases.
· Short sales involve secondary market sales by the underwriters of a greater number of notes than they are
required to purchase in the offering.
· Stabilizing transactions involve bids to purchase the notes so long as the stabilizing bids do not exceed a
specified maximum.
· Covering transactions involve purchases of the notes in the open market after the distribution has been
completed in order to cover short positions.
Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters
for their own account, may have the effect of preventing or retarding a decline in the market price of the notes.
They may also cause the price of the notes to be higher than it would otherwise be in the absence of such
transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. The
underwriters are not required to engage in any of these activities and may end any of these activities at any time.
The underwriters may also impose a penalty bid.
We estimate that the total expenses of this offering will be $175,000.
The notes are a new series of securities with no established trading market. Citigroup will apply for listing
and trading of the notes on the regulated market of the Luxembourg Stock Exchange but we are not required to
maintain this listing. See "Description of Debt Securities -- Listing" in the accompanying prospectus. Citigroup
has been advised by the underwriters that it presently intends to make a market in the notes, as permitted by
applicable laws and regulations. The underwriters are not obligated, however, to make a market in the notes and
may discontinue any market making at any time at their sole discretion. Accordingly, Citigroup can make no
assurance as to the liquidity of, or trading markets for, the notes.
The underwriters and their affiliates may engage in transactions (which may include commercial banking
transactions) with, and perform services for, Citigroup or one or more of its affiliates in the ordinary course of
business for which they may receive customary fees and reimbursement of expenses.
Conflicts of Interest. Citigroup Global Markets Inc., the sole book-running manager for this offering, is a
subsidiary of Citigroup. Accordingly, the offering of the notes will conform with the requirements addressing
conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry
Regulatory Authority. Client accounts over which Citigroup Global Markets Inc. or any affiliate have investment
discretion are not permitted to purchase the notes, either directly or indirectly, without the specific written
approval of the accountholder.
This prospectus supplement, together with the accompanying prospectus, may also be used by Citigroup's
broker-dealer subsidiaries or other subsidiaries or affiliates of Citigroup in connection with offers and sales of the
notes in market-making transactions at negotiated prices related to prevailing market prices at the time of sale.
Any of these subsidiaries may act as principal or agent in such transactions.
We expect that delivery of the notes will be made against payment therefor on or about July 30, 2015, 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
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.
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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 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
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des Marchés Financiers. The notes have not been offered or sold and will not be offered or sold, directly or
indirectly, to the public in France. Neither this prospectus supplement nor any other offering material relating to
the notes has been or will be:
· released, issued, distributed or caused to be released, issued or distributed to the public in France; or
· used in connection with any offer for subscription or sale of the notes to the public in France.
Such offers, sales and distributions will be made in France only:
· to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint
d'investisseurs), in each case investing for their own account, all as defined in, and in accordance with,
Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code
monétaire et financier;
· to investment services providers authorized to engage in portfolio management on behalf of third
parties; or
· in a transaction that, in accordance with article L.411-2-II-1ª-or-2ª-or 3ª of the French Code monétaire
et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des
Marchés Financiers, does not constitute a public offer (appel public à l'épargne).
The notes may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1
and L.621-8 through L.621-8-3 of the French Code monétaire et financier.
Notice to Prospective Investors in Hong Kong
The notes may not be offered or sold in Hong Kong by means of any document other than (i) in
circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance
(Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances
which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance
(Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the notes may be issued
or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or
elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong
Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or
are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the
meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Notice to Prospective Investors in Japan
The notes offered in this prospectus supplement have not been registered under the Financial Instruments
and Exchange Law of Japan. The notes have not been offered or sold and will not be offered or sold, directly or
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.
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Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
· a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals,
each of whom is an accredited investor; or
· a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an accredited investor,
shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest
(howsoever described) in that trust shall not be transferred within six months after that corporation or that trust
has acquired the notes pursuant to an offer made under Section 275 of the SFA except
· to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person
defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that
such shares, debentures and units of shares and debentures of that corporation or such rights and interest
in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign
currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities
or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of
the SFA;
· where no consideration is or will be given for the transfer; or
· where the transfer is by operation of law.
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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