Bond CityCorp Inc 4.45% ( US172967KA87 ) in USD

CityCorp Inc

100 % ▲

United States

US172967KA87 ( in USD )

4.45% per year ( payment 2 times a year)

28/09/2027

Prospectus brochure of the bond Citigroup Inc US172967KA87 en USD 4.45%, maturity 28/09/2027

1 000 USD

3 850 000 000 USD

172967KA8

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

29/09/2025 ( In 89 days )

Citigroup Inc. is a multinational financial services corporation offering a wide range of banking, investment, and financial products and services to individual and institutional clients globally.

The Bond issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967KA87, pays a coupon of 4.45% per year.
The coupons are paid 2 times per year and the Bond maturity is 28/09/2027

The Bond issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967KA87, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967KA87, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d589705d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-224495
PROSPECTUS SUPPLEMENT
(to prospectus dated May 14, 2018)
$350,000,000

4.450% Subordinated Notes due 2027

The subordinated notes will mature on September 29, 2027. The subordinated notes will bear interest at a fixed rate equal to 4.450% per annum.
Interest on the notes is payable semi-annually on the 29th of each March and September, commencing on September 29, 2018.
The subordinated 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, and unless the redemption is approved of by the Federal Reserve.
The subordinated notes offered by this prospectus supplement form a part of the same series as, and are fungible with, our outstanding 4.450%
Subordinated Notes due 2027 issued on September 29, 2015 and on October 30, 2015. Upon completion of this offering, the aggregate principal amount of
the outstanding notes of this series will be $3,850,000,000.
The subordinated notes will rank subordinate and junior in right of payment to Citigroup's senior indebtedness, as described in "Description of
Subordinated Notes -- Subordination" in this prospectus supplement.
The subordinated 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 subordinated 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 subordinated 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(1)
98.076%
$343,266,000
Underwriting Discount
0.450%
$
1,575,000
Proceeds to Citigroup (excluding accrued interest and before expenses)
97.626%
$341,691,000

(1)
Excluding accrued interest.
Interest on the subordinated notes will accrue from March 29, 2018 to the date of delivery. Net proceeds to Citigroup (including accrued interest and
after expenses) are expected to be approximately $343,808,986.11.

The underwriters are offering the subordinated notes subject to various conditions. The underwriters expect that the subordinated notes will be ready
for delivery to investors on or about May 22, 2018, in book-entry form only through the facilities of The Depository Trust Company and its direct
participants, including Clearstream and Euroclear.
The subordinated notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup. The subordinated notes are not insured
by the Federal Deposit Insurance Corporation or by any other governmental agency or instrumentality.

Citigroup

Academy Securities
Drexel Hamilton

Mischler Financial Group, Inc.

Multi-Bank Securities, Inc.
May 15, 2018
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424B2
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Forward-Looking Statements

S-2
Selected Historical Financial Data

S-3
Description of Subordinated Notes

S-3
Underwriting

S-6
Conflicts of Interest

S-7
Legal Opinions

S-10
General Information

S-11
Prospectus

Prospectus Summary

1
Forward-Looking Statements

8
Citigroup Inc.

9
Use of Proceeds and Hedging

12
European Monetary Union

14
Description of Debt Securities

14
United States Federal Income Tax Considerations

41
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency

48
Description of Common Stock Warrants

50
Description of Index Warrants

52
Description of Capital Stock

55
Description of Preferred Stock

74
Description of Depositary Shares

76
Description of Stock Purchase Contracts and Stock Purchase Units

79
Plan of Distribution

80
ERISA Considerations

82
Legal Matters

83
Experts

83

We are responsible for the information contained and incorporated by reference in this prospectus supplement and the accompanying prospectus and
in any related free writing prospectus that we prepare or authorize. We have not authorized anyone to provide you with any other information, and we take
no responsibility for any other information that others may provide you. You should not assume that the information contained in this prospectus
supplement or the accompanying prospectus, as well as information Citigroup previously filed with the Securities and Exchange Commission and
incorporated by reference herein, is accurate as of any date other than the date of the relevant document. Citigroup is not, and the underwriters are not,
making an offer to sell the subordinated notes in any jurisdiction where the offer or sale is not permitted.
The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the
contents of this prospectus supplement and the accompanying prospectus.
Each of the prospectus and prospectus supplement is an advertisement for the purposes of applicable measures implementing the European Council
Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the
"Prospectus

S-1
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Directive"). A listing prospectus prepared pursuant to the Prospectus Directive will be published, which can be obtained from Registre de Commerce et des
Sociétés à Luxembourg so long as any of the subordinated 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 subordinated notes (provided that the aggregate principal amount of subordinated notes allotted does not exceed 105% of the aggregate principal
amount of the subordinated notes) or effect transactions with a view to supporting the market price of the subordinated notes at a higher level than that
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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 subordinated 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 subordinated 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."
Prohibition of sales to EEA retail investors. The subordinated notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the
meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No
1286/2014 (the "PRIIPs Regulation") for offering or selling the subordinated notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the subordinated notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs only target market. The target market for the subordinated notes is (i) eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the subordinated notes to eligible
counterparties and professional clients are appropriate.
This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person
to whom it is not permitted to make such offer or sale. See "Underwriting."
References in this prospectus supplement to "dollars", "$" and "U.S. $" are to United States dollars.
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement, the accompanying prospectus and in other information incorporated by reference are "forward-
looking statements" within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission. Generally, forward-looking
statements are not based on historical facts but instead represent only Citigroup's and its management's beliefs regarding future events. Such statements
may be identified by words such as believe, expect, anticipate, intend, estimate, may increase, may fluctuate, target, illustrate, and similar expressions, or
future or conditional verbs such as will, should, would and could.

S-2
Table of Contents
Such statements are based on management's current expectations and are subject to risks, uncertainties and changes in circumstances. Actual results
and capital and other financial conditions may differ materially from those included in these statements due to a variety of factors, including without
limitation the precautionary statements included in the accompanying prospectus and the factors and uncertainties summarized under "Forward-Looking
Statements" in Citigroup's 2017 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 and the
factors listed and described under "Risk Factors" in Citigroup's 2017 Annual Report on Form 10-K. Precautionary statements included in such filing
should be read in conjunction with this prospectus supplement and the accompanying prospectus.
SELECTED HISTORICAL FINANCIAL DATA
We are providing or incorporating by reference in this prospectus supplement selected historical financial information of Citigroup. We derived this
information from the consolidated financial statements of Citigroup for each of the periods presented. The information is only a summary and should be
read together with the financial information incorporated by reference in this prospectus supplement and the accompanying prospectus, copies of which can
be obtained free of charge. See "Where You Can Find More Information" beginning on page 6 of the accompanying prospectus.
In addition, you may receive copies of all of Citigroup's filings with the SEC that are incorporated by reference in this prospectus supplement and the
accompanying prospectus free of charge at the office of Citigroup's listing agent, Banque Internationale à Luxembourg, located at 69, route d'Esch,
L-2953 Luxembourg so long as the subordinated 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 subordinated notes.
The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2017, 2016 and 2015 and its consolidated
unaudited financial statements for the periods ended March 31, 2018 and 2017 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 Quarter Ended
At or for the Year Ended

March 31,

December 31,

2018

2017

2017

2016

2015

(dollars in millions, except per share amounts)

Income Statement Data:

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424B2
Total revenues, net of interest expense

$
18,872
$
18,366
$
71,449
$
69,875
$
76,354
Income from continuing operations

4,649

4,118

(6,627)

15,033

17,386
Net income

4,620

4,090

(6,798)

14,912

17,242
Dividends declared per common share

0.32

0.16

0.96

0.42

0.16
Balance Sheet Data:

Total assets

$ 1,922,104
$ 1,821,479
$ 1,842,465
$ 1,792,077
$ 1,731,210
Total deposits

1,001,219

949,990

959,822

929,406

907,887
Long-term debt

237,938

208,530

236,709

206,178

201,275
Total stockholders' equity

201,915

227,976

200,740

225,120

221,857
DESCRIPTION OF SUBORDINATED NOTES
The following description of the particular terms of the subordinated 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 subordinated notes. If any specific information regarding the subordinated notes in this prospectus supplement
is inconsistent with the more general terms of the subordinated notes described in the prospectus, you should rely on the information contained in this
prospectus supplement.

S-3
Table of Contents
The subordinated notes offered by this prospectus supplement have the same terms as our outstanding 4.450% Subordinated Notes due 2027 issued
on September 29, 2015 and October 30, 2015, other than the issue date and the issue price. The subordinated notes form a part of the same series as those
outstanding subordinated notes and will be issued under Citigroup's subordinated debt indenture. The subordinated notes will have the same ISIN,
Common Code and CUSIP number as, and upon closing will be fully fungible and will trade interchangeably with, the other outstanding subordinated
notes in the series. Upon completion of this offering, the aggregate principal amount of outstanding subordinated notes of this series will be
$3,850,000,000.
The subordinated 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 subordinated notes are unsecured obligations of Citigroup and will rank equally with all other unsecured and subordinated
indebtedness of Citigroup, whether currently existing or hereinafter created, other than subordinated indebtedness that is designated as junior to the
subordinated notes.
Citigroup may, without notice to or consent of the holders or beneficial owners of the subordinated notes, issue additional subordinated notes having
the same ranking, interest rate, maturity and other terms as the subordinated notes. Any such additional subordinated notes issued could be considered part
of the same series of subordinated notes under the subordinated debt indenture as the subordinated notes.
The subordinated notes will be issued on May 22, 2018 and will mature on September 29, 2027. The subordinated notes will bear interest at a fixed
rate equal to 4.450% per annum. Interest on the subordinated notes will be paid semi-annually on the 29th of each March and September, commencing
September 29, 2018. Interest will accrue from March 29, 2018 and will be calculated and paid as described under "Description of Debt Securities --
Interest Rate Determination -- Fixed Rate Subordinated Notes" and "-- Payments of Principal and Interest" in the accompanying prospectus.
The subordinated notes will rank subordinate and junior in right of payment to Citigroup's senior indebtedness, as described in "-- Subordination"
in this prospectus supplement. On a consolidated basis, the aggregate principal amount of senior indebtedness of Citigroup outstanding as of March 31,
2018 was approximately $247 billion. This senior indebtedness consisted of approximately $211 billion of long-term debt, approximately $10 billion of
commercial paper and approximately $26 billion of other short-term borrowings.
Subordination
The subordinated notes will be issued under the subordinated debt indenture, will be unsecured obligations of Citigroup, will rank subordinated and
junior in right of payment, to the extent set forth in the indenture, to all "Senior Indebtedness" (as defined below) of Citigroup and will rank equally with
all other unsecured and subordinated indebtedness of Citigroup, whether existing at the time of issuance or created thereafter, other than subordinated
indebtedness which is designated as junior to the subordinated notes.
If Citigroup defaults in the payment of any principal of, or premium, if any, or interest on any Senior Indebtedness when it becomes due and payable
after any applicable grace period, then, unless and until the default is cured or waived or ceases to exist, Citigroup cannot make a payment on account of or
redeem or otherwise acquire the subordinated notes. Nevertheless, holders of subordinated notes may still receive and retain:

· securities of Citigroup or any other corporation provided for by a plan of reorganization or readjustment that are subordinate, at least to the same

extent that the subordinated notes are subordinate to Senior Indebtedness; and

· payments made from a defeasance trust as described below.
If there is any insolvency, bankruptcy, liquidation or other similar proceeding relating to Citigroup, its creditors or its property, then all Senior
Indebtedness must be paid in full before any payment may be made to any holders of subordinated notes. Holders of subordinated notes must return and
deliver any payments received by them, other than in a plan of reorganization or through a defeasance trust as described in the accompanying prospectus,
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directly to the holders of Senior Indebtedness until all Senior Indebtedness is paid in full.
In addition, the subordinated notes may be fully subordinated to interests held by the U.S. government in the event of a receivership, insolvency or
similar proceeding, including a proceeding under the "orderly liquidation authority" provisions of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010.

S-4
Table of Contents
"Senior Indebtedness" means:

(1)
the principal, premium, if any, and interest in respect of (A) indebtedness for money borrowed and (B) indebtedness evidenced by securities,
notes, debentures, bonds or other similar instruments issued by Citigroup, including all indebtedness (whether now or hereafter outstanding)

issued under (i) an indenture dated November 13, 2013 between Citigroup and The Bank of New York Mellon, as trustee, as the same has been
or may be amended, modified or supplemented from time to time, and (ii) an indenture dated March 15, 1987, between Citigroup and The
Bank of New York Mellon, as successor trustee, as the same has been or may be amended, modified or supplemented from time to time;

(2)
all capital lease obligations of Citigroup;

(3)
all obligations of Citigroup issued or assumed as the deferred purchase price of property, all conditional sale obligations of Citigroup and all

obligations of Citigroup under any conditional sale or title retention agreement, but excluding trade accounts payable in the ordinary course of
business;

(4)
all obligations, contingent or otherwise, of Citigroup in respect of any letters of credit, bankers acceptances, security purchase facilities or

similar credit transactions;

(5)
all obligations of Citigroup in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap

agreements, currency future or option contracts or other similar agreements;

(6)
all obligations of the type referred to in clauses (1) through (5) above of other persons for the payment which Citigroup is responsible or liable

as obligor, guarantor or otherwise; and

(7)
all obligations of the type referred to in clauses (1) through (6) above of other persons secured by any lien on any property or asset of

Citigroup, whether or not such obligation is assumed by Citigroup;
except that Senior Indebtedness does not include:
(A) any other indebtedness issued under the subordinated debt indenture;
(B) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Trust under (i) the indenture, dated as of October 7, 1996,
between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as trustee, as the same has been or may be amended, modified, or supplemented from time to time, and (ii) the indenture, dated as of July 23,
2004, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, as trustee, as the same has been or may
be amended, modified, or supplemented from time to time (collectively, the "junior subordinated debt indentures");
(C) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Trust under the indenture, dated as of June 28, 2007, between
Citigroup and The Bank of New York Mellon (formerly The Bank of New York), as trustee, as the same has been or may be amended, modified, or
supplemented from time to time (the "junior junior subordinated debt indenture");
(D) any guarantee in respect of nay preferred securities, capital securities or preference stock of a Citigroup Trust; or
(E) any indebtedness or any guarantee that is by its terms subordinated to, or ranks equally with, the subordinated notes and the issuance of
which (x) has received the concurrence or approval of the staff of the Federal Reserve Bank of New York or the staff of the Board of Governors of
the Federal Reserve System or (y) does not at the time of issuance prevent the subordinated notes from qualifying for Tier 2 capital treatment
(irrespective of any limits on the amount of Citigroup's Tier 2 capital) under the applicable capital adequacy guidelines, regulations, policies or
published interpretations of the Board of Governors of the Federal Reserve System or any applicable concurrence or approval of the Federal Reserve
Bank of New York or its staff.
"Citigroup Trust" means each of Citigroup Capital III, Citigroup Capital XIII and Citigroup Capital XVIII, each a Delaware statutory trust, or any
other similar trust created for the purpose of issuing preferred securities in connection with the issuances of junior subordinated notes under the junior
subordinated debt indentures or the junior junior subordinated debt indenture.
Such Senior Indebtedness shall continue to be Senior Indebtedness and be entitled to the benefits of these subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.

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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 May 15, 2018, which incorporates by reference the underwriting agreement basic provisions
dated October 17, 2016, govern the sale and purchase of the subordinated 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 subordinated notes set forth opposite the name of the underwriter.

Principal Amount
Name of Underwriter

of Securities

Citigroup Global Markets Inc.

$ 322,000,000
Academy Securities, Inc.

$
7,000,000
Drexel Hamilton, LLC

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

$
7,000,000
Multi-Bank Securities, Inc.

$
7,000,000

Total

$ 350,000,000

To the extent any underwriter that is not a U.S. registered broker-dealer intends to effect any offers or sales of any subordinated notes in the United
States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the subordinated 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 subordinated notes if any
are taken.
The underwriters propose to offer part of the subordinated 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 0.270% of the principal amount of the
subordinated notes. The underwriters may allow, and such dealers may reallow, a concession to certain other dealers not in excess of 0.160% of the
principal amount of the subordinated 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 subordinated notes subject to prior sale and their acceptance of the subordinated 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 subordinated 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 subordinated notes than they are required to purchase in the

offering.

· Stabilizing transactions involve bids to purchase the subordinated notes so long as the stabilizing bids do not exceed a specified maximum.

· Covering transactions involve purchases of the subordinated 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

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subordinated notes. They may also cause the price of the subordinated 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 subordinated notes are a new series of securities with no established trading market. Citigroup will apply for listing and trading of the
subordinated 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
subordinated notes, as permitted by applicable laws and regulations. The underwriters are not obligated, however, to make a market in the subordinated
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 subordinated 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
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offering of the subordinated 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 subordinated 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 subordinated 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 subordinated notes will be made against payment therefor on or about May 22, 2018, which is the fifth business day
after the date hereof. Under Rule 15c6-1 of the Securities Exchange Act, trades in the secondary market generally are required to settle in two business
days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the subordinated notes on the date hereof or
the next two business days will be required, by virtue of the fact that the subordinated notes initially will not settle in T+2, to specify an alternative
settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
The subordinated 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 subordinated 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 subordinated 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, each underwriter has represented and agreed that with effect from and including
the date on which the Prospectus Directive is implemented in that Member State (the "Relevant Implementation Date"), it has not made and will not make
an offer of subordinated

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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 Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such subordinated notes to the
public in that 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 subordinated 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 subordinated notes in any Member State means the
communication in any form and by any means of sufficient information on the terms of the offer and the subordinated notes to be offered so as to enable an
investor to decide to purchase or subscribe the subordinated 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 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.
Each underwriter has represented, warranted and agreed that:

· it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to

engage in investment activity (within the meaning of Section 21 of the Order) received by it in connection with the issue or sale of the
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subordinated notes in circumstances in which section 21(1) of the Order does not apply to the issuer; and

· it has complied and will comply with all applicable provisions of the Order with respect to anything done by it in relation to the subordinated

notes in, from or otherwise involving the United Kingdom.
Notice to Prospective Investors in France
Neither this prospectus supplement nor any other offering material relating to the subordinated notes described in this prospectus supplement has
been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European
Economic Area and notified to the Autorité des Marchés Financiers. The subordinated 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 subordinated notes has been
or will be:

· released, issued, distributed or caused to be released, issued or distributed to the public in France; or

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· used in connection with any offer for subscription or sale of the subordinated 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-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the

General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l'épargne).
The subordinated 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 subordinated 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 subordinated 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 subordinated 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 subordinated notes offered in this prospectus supplement have not been registered under the Financial Instruments and Exchange Law of Japan.
The subordinated 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 subordinated notes
may not be circulated or distributed, nor may the subordinated 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 subordinated 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 subordinated 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 subordinated notes will be passed upon for Citigroup by Barbara Politi, Assistant General Counsel --Capital Markets of
Citigroup, and for the underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York, New York ("Cleary Gottlieb"). Cleary Gottlieb has also acted as
special U.S. tax counsel to Citigroup in connection with the subordinated notes. Ms. Politi beneficially owns, or has rights to acquire under Citigroup's
employee benefit plans, an aggregate of less than 1% of Citigroup's common stock. Cleary Gottlieb has from time to time acted as counsel for Citigroup
and its subsidiaries and may do so in the future.

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GENERAL INFORMATION
Application will be made to list the subordinated notes on the regulated market of the Luxembourg Stock Exchange. The listing prospectus and
Citigroup's current annual and quarterly reports, as well as all other documents incorporated by reference in the listing prospectus, will be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu) so long as any of the subordinated notes are outstanding and listed on the Luxembourg Stock
Exchange.
You can also request copies (free of charge) of (1) this prospectus supplement, the accompanying prospectus and the indenture, and (2) Citigroup's
annual, quarterly and current reports, as well as other documents incorporated by reference in this prospectus supplement, including future annual, quarterly
and current reports, by following the directions under "Where You Can Find More Information" beginning on page 6 of the accompanying prospectus.
Resolutions relating to the issue and sale of the subordinated notes were adopted by the board of directors of Citigroup on January 18, 2018, and by
the Funding Committee of the board of directors dated as of May 15, 2018.
The subordinated notes have been accepted for clearance through Euroclear and Clearstream and have been assigned Common Code No. 129965223,
International Security Identification Number (ISIN) US172967KA87, and CUSIP No. 172967KA8.

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PROSPECTUS

May Offer--
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$90,000,000,000
Debt Securities
Common Stock Warrants
Index Warrants
Preferred Stock
Depositary Shares
Stock Purchase Contracts
Stock Purchase Units
Common Stock
Citigroup will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus, the accompanying
prospectus supplement and any applicable pricing supplement carefully before you invest. Citigroup may offer and sell these securities to or through one or
more underwriters, dealers and agents, including Citigroup Global Markets Inc., a broker-dealer subsidiary of Citigroup, or directly to purchasers, on a
continuous or delayed basis. The common stock of Citigroup Inc. is listed on the New York Stock Exchange and trades under the ticker symbol "C".

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

The date of this prospectus is May 14, 2018.
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PROSPECTUS SUMMARY
This summary provides a brief overview of the key aspects of Citigroup and all material terms of the offered securities that are known as of the
date of this prospectus. For a more complete understanding of the terms of the offered securities, before making your investment decision, you should
carefully read:

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

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

information in this prospectus; and

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

financial statements.
Citigroup Inc.
Citigroup Inc. is a global diversified financial services holding company whose businesses provide a broad range of financial products and
services to consumers, corporations, governments and institutions. Citigroup has approximately 200 million customer accounts and does business in
more than 160 countries and jurisdictions. As of December 31, 2017, Citigroup operated, for management reporting purposes, via two primary
business segments: Global Consumer Banking and Institutional Clients Group, with the remaining operations in Corporate/Other. Its businesses
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Document Outline

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