Bond CityCorp Inc 2.976% ( US17308CC539 ) in USD

Issuer CityCorp Inc
Market price refresh price now   92.821 %  ▲ 
Country  United States
ISIN code  US17308CC539 ( in USD )
Interest rate 2.976% per year ( payment 2 times a year)
Maturity 05/11/2030



Prospectus brochure of the bond CITIGROUP INC US17308CC539 en USD 2.976%, maturity 05/11/2030


Minimal amount 1 000 USD
Total amount 2 250 000 000 USD
Cusip 17308CC53
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating A3 ( Upper medium grade - Investment-grade )
Next Coupon 05/11/2025 ( In 127 days )
Detailed description 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 US17308CC539, pays a coupon of 2.976% per year.
The coupons are paid 2 times per year and the Bond maturity is 05/11/2030

The Bond issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US17308CC539, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US17308CC539, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







PROSPECTUS SUPPLEMENT
(to prospectus dated June 27, 2019)
$2,250,000,000
2.976% Fixed Rate/Floating Rate Notes due 2030
The notes will mature on November 5, 2030. The notes will bear interest (i) from, and including, November 5, 2019 to, but excluding,
November 5, 2029 (the "Fixed Rate Period"), at a fixed rate equal to 2.976% per annum, payable semi-annually in arrears on the 5th of each
May and November, commencing on May 5, 2020, and (ii) from, and including, November 5, 2029 (the "Floating Rate Period"), at an
annual rate equal to SOFR (as defined on page S-6 and compounding daily over each interest period as described in "Description of the
Notes" below) plus 1.422%, payable quarterly in arrears on the second Business Day (as defined on page S-9) following each interest period
end date, commencing on February 7, 2030. An interest period end date is the 5th of each February, May, August and November,
commencing on February 5, 2030 and ending on the maturity date.
Citigroup may redeem the notes (i) in whole at any time or in part from time to time, on or after May 5, 2020 (or, if additional notes are
issued after November 5, 2019, beginning six months after the issue date of such additional notes) and prior to November 5, 2029, (ii) in
whole, but not in part, on November 5, 2029 and (iii) in whole at any time or in part from time to time, on or after August 5, 2030, at the
applicable redemption price described under "Description of Notes" below. In addition, Citigroup may redeem the notes 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.
Investing in the notes involves a number of risks. See the "Risk Factors" section beginning on page S-3, where
specific risks associated with the notes are described, and the factors listed and described under "Risk Factors" in our
annual report on Form 10-K for the year ended December 31, 2018, along with the other information in, or
incorporated by reference in, this prospectus supplement and the accompanying prospectus before you make your
investment decision.
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000% $2,250,000,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.425% $
9,562,500
Proceeds to Citigroup (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.575% $2,240,437,500
Interest on the notes will accrue from November 5, 2019 to the date of delivery. Net proceeds to Citigroup (after expenses) are
expected to be approximately $2,240,262,500.
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 November 5, 2019, 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
ANZ Securities
BMO Capital Markets
Capital One Securities
Erste Group Bank AG
HSBC
Huntington Capital Markets
ING
Lloyds Securities
Scotiabank
SMBC Nikko
AmeriVet Securities Inc.
Bankia, S.A.
Barclays
Blaylock Beal Van, LLC
BNY Mellon Capital Markets, LLC
CastleOak Securities, L.P.
CIBC Capital Markets
Commonwealth Bank of Australia
Great Pacific Securities
ICBC Singapore
ICBC Standard Bank
Imperial Capital
Loop Capital Markets
MFR Securities, Inc.
OCBC Bank
Penserra Securities LLC
Regions Securities LLC
Ramirez & Co., Inc.
Tigress Financial Partners LLC
October 28, 2019


TABLE OF CONTENTS
Page
Prospectus Supplement
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Selected Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-11
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-14
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-15
Prospectus
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Citigroup Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Use of Proceeds and Hedging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
European Monetary Union . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
United States Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign
Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
Description of Common Stock Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Description of Index Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
Description of Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
Description of Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
Description of Stock Purchase Contracts and Stock Purchase Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
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, and the underwriters 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.
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."
S-1


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.
Prohibition of sales to EEA retail investors. The 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 (EU) 2016/97 ("IDD"), 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
Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required
by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the 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 notes is (i) eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all
channels for distribution of the 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.
S-2


RISK FACTORS
Your investment in the notes will involve several risks. You should carefully consider the following
discussion of risks, the other information in this prospectus supplement and accompanying prospectus, and the
factors listed under "Forward-Looking Statements" in Citigroup's 2018 Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019 and
described under "Risk Factors" in Citigroup's 2018 Annual Report on Form 10-K before deciding whether an
investment in the securities is suitable for you.
SOFR is a relatively new market index and as the related market continues to develop, there may be
an adverse effect on the notes.
The Federal Reserve Bank of New York (the "NY Federal Reserve") began to publish SOFR in April 2018.
Although the NY Federal Reserve has also begun publishing historical indicative SOFR going back to 2014, such
prepublication historical data inherently involves assumptions, estimates and approximations. You should not
rely on any historical changes or trends in SOFR as an indicator of the future performance of SOFR. Since the
initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in
comparable benchmark or market rates. As a result, the return on the notes may fluctuate more than floating rate
securities that are linked to less volatile rates.
Also, since SOFR is a relatively new market index, the notes may have no established trading market when
issued, and an established trading market may never develop or may not be liquid. Market terms for securities
indexed to SOFR, such as the spread in the index reflected in interest rate provisions, may evolve over time, and
trading prices of the notes may be lower than those of later-issued SOFR-linked securities as a result. Similarly,
if SOFR does not prove to be widely used in securities like the notes, the trading price of the notes may be lower
than those of securities linked to rates that are more widely used. You may not be able to sell the notes at all or
may not be able to sell the notes at prices that will provide a yield comparable to similar investments that have a
developed secondary market, and may consequently suffer from increased pricing volatility and market risk.
The NY Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to important
limitations, indemnification obligations and disclaimers, including that the NY Federal Reserve may alter the
methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without
notice. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that
is materially adverse to the interests of investors in the notes. If the manner in which SOFR is calculated is
changed or if SOFR is discontinued, that change or discontinuance may result in a reduction of the interest
payable on the notes and a reduction in the trading price of the notes.
The formula used to determine the interest rate on the notes during the Floating Rate Period is
relatively new in the market, and as the related market continues to develop there may be an adverse
effect on return on or value of the notes.
The interest rate on the notes is based on a formula used to calculate a daily compounded SOFR rate, which
is relatively new in the market. For each interest period, the interest rate on the notes is based on a daily
compounded SOFR rate calculated using the formula described in "Description of the Notes" below. This interest
rate will not be the SOFR rate published on or for a particular day during such interest period or an average of
SOFR rates during such period. Also, if the SOFR rate for a particular day during an interest period is negative,
the portion of the Accrued Interest Compounding Factor specifically attributable to such day will be less than
one, resulting in a reduction to the Accrued Interest Compounding Factor used to calculate the interest rate for
such interest period; provided that in no event will the interest payable on the notes be less than zero.
Additionally, market terms for notes indexed to a daily compounded SOFR may evolve over time, and
trading prices of the notes may be lower than those of later-issued SOFR-linked securities as a result. Similarly,
if the formula described above to calculate daily compounded SOFR for the notes does not prove to be widely
used in other securities like the notes, the trading price of the notes may be lower than those of securities having
a formula more widely used. You may not be able to sell the notes at all or may not be able to sell the notes at
S-3


prices that will provide a yield comparable to similar investments that have a developed secondary market, and
may consequently suffer from increased pricing volatility and market risk.
The interest rate on the notes will be determined using alternative methods if SOFR is no longer
available, and that may have an adverse effect on the return on and value of the notes.
The terms of the notes provide that if a Benchmark Transition Event and its related Benchmark Replacement
Date occur with respect to SOFR, the interest rate payable on the notes will be determined using the next-available
Benchmark Replacement. As described above, these replacement rates and spreads may be selected or formulated
by (i) the Relevant Governmental Body (such as the Alternative Reference Rates Committee of the NY Federal
Reserve) (ii) the International Swaps and Derivatives Association, Inc. or (iii) in certain circumstances, Citigroup
(or one of its affiliates). In addition, the terms of the notes expressly authorize Citigroup (or one of its affiliates) to
make Benchmark Replacement Conforming Changes with respect to, among other things, the determination of
interest periods and the timing and frequency of determining rates and making payments of interest. The interests of
Citigroup (or its affiliate) in making the determinations described above may be adverse to your interests as a holder
of the notes. The application of a Benchmark Replacement and Benchmark Replacement Adjustment, and any
implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences to the
interest rate payable on the notes, which could adversely affect the return on, value of and market for the notes.
Further, there is no assurance that the characteristics of any Benchmark Replacement will be similar to SOFR or the
then-current Benchmark that it is replacing, or that any Benchmark Replacement will produce the economic
equivalent of SOFR or the then-current Benchmark that it is replacing.
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.
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 listed under "Forward-Looking Statements"
in Citigroup's 2018 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2019 and June 30, 2019, and the factors listed and described under "Risk Factors" in
Citigroup's 2018 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.
Any forward-looking statements made by or on behalf of Citigroup speak only as to the date they are made,
and Citigroup does not undertake to update forward-looking statements to reflect the impact of circumstances or
events that arise after the date the forward-looking statements were made.
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.
S-4


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.
The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2018,
2017 and 2016 and its consolidated unaudited financial statements for the periods ended June 30, 2019 and 2018 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
June 30,
December 31,
2019
2018
2018
2017
2016
(dollars in millions, except per share amounts)
Income Statement Data:
Total revenues, net of interest expense . . . . . . . . . . . . $
18,758 $
18,469 $
72,854 $
72,444 $
70,797
Income from continuing operations . . . . . . . . . . . . . .
4,792
4,501
18,088
(6,627)
15,033
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,799
4,490
18,045
(6,798)
14,912
Dividends declared per common share . . . . . . . . . . . .
0.45
0.32
1.54
0.96
0.42
Balance Sheet Data:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,988,226 $1,912,334 $1,917,383 $1,842,465 $1,792,077
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,045,607
996,730
1,013,170
959,822
929,406
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
252,189
236,822
231,999
236,709
206,178
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . .
197,359
200,094
196,220
200,740
225,120
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 $2,250,000,000.
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 November 5, 2019 and will mature on November 5, 2030. The notes will bear interest (i)
from, and including, November 5, 2019 to, but excluding, November 5, 2029 (the "Fixed Rate Period") at a fixed rate
equal to 2.976% per annum, payable semi-annually in arrears on the 5th of each May and November, commencing on May
5, 2020, and (ii) from, and including, November 5, 2029 (the "Floating Rate Period"), at an annual rate equal to SOFR (as
defined below and compounding daily over each interest period as described below) plus 1.422%, payable quarterly in
arrears on the second Business Day (as defined below) following each interest period end date, commencing February 7,
2030. An interest period end date is the 5th of each February, May, August and November, commencing on February 5,
2030 and ending on the maturity date.
Interest during the Fixed Rate Period 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.
S-5


Interest during the Floating Rate Period will be determined as described below and in "Description of Debt
Securities --Payments of Principal and Interest" in the accompanying prospectus, except as modified herein. Interest
during the Floating Rate Period will be calculated by multiplying the principal amount of the notes by an accrued
interest factor equal to the sum of the interest factors calculated for each day during the applicable interest period;
provided that in no event will the interest payable on the notes be less than zero. The interest factor for each such day
will be computed by dividing the interest rate applicable to that day by 360. The interest rate applicable to such day
will be the sum of the Accrued Interest Compounding Factor (as defined below) plus 1.422%. Interest during the
Floating Rate Period will be calculated on the basis of the actual number of days elapsed and a year of 360 days.
"Interest period" means the period from, and including, each interest period end date (or, in the case of the
first interest period during the Floating Rate Period, November 5, 2029) to, but excluding, the next succeeding
interest period end date; provided that the interest period following an election by Citigroup to redeem the notes
and the final interest period will be the period from, and including, the immediately preceding interest period end
date to, but excluding, the redemption date or the maturity date; and provided further that SOFR for each
calendar day from, and including, the Rate Cut-Off Date (as defined below) to, but excluding, the redemption
date or the maturity date will equal SOFR in respect of the Rate Cut-Off Date. In the event that any interest
period end date (other than a redemption date or the maturity date) is not a Business Day (as defined below), then
such date will be postponed to the next succeeding Business Day, unless that day falls in the next calendar
month, in which case the interest period end date will be the immediately preceding Business Day. In the event
that the maturity date or a redemption date is not a Business Day (as defined below), then such date will be
postponed to the next succeeding Business Day, and no further interest will accrue with respect to such
postponement.
The notes are redeemable at Citigroup's option, in whole at any time or in part from time to time, on or after
May 5, 2020 (or, if additional notes are issued after November 5, 2019, beginning six months after the issue date
of such additional notes) and prior to November 5, 2029, 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 (as defined on page 17 of the accompanying prospectus), if
any, with respect to such notes. The Reinvestment Rate (as defined on page 17 of the accompanying prospectus)
will equal the Treasury Yield (as defined herein) calculated to November 5, 2029, plus 0.200%. Citigroup may
redeem the notes, at its option, (i) in whole, but not in part, on November 5, 2029 or (ii) in whole at any time or
in part from time to time, on or after August 5, 2030, at a redemption price equal to 100% of the principal
amount of the notes being redeemed and accrued and unpaid interest thereon to, but excluding, the date of
redemption. Citigroup will provide notice of redemption to holders of notes no less than 5 days but no more than
30 days prior to the date of redemption. In addition, Citigroup may redeem the notes 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.
Determination of SOFR During the Floating Rate Period
For the purposes of calculating interest with respect to any interest period during the Floating Rate Period:
"Accrued Interest Compounding Factor" means the result of the following formula:
where
"do", for any interest period, is the number of U.S. Government Securities Business Days in the relevant
interest period.
"i" is a series of whole numbers from one to do, each representing the relevant U.S. Government Securities
Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in
the relevant interest period.
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"SOFRi", for any day "i" in the relevant interest period, is a reference rate equal to SOFR in respect of that
day.
"ni", for any day "i" in the relevant interest period, is the number of calendar days from, and including, such
U.S. Government Securities Business Day "i" to, but excluding, the following U.S. Government Securities
Business Day.
"d" is the number of calendar days in the relevant interest period.
"U.S. Government Securities Business Day" means any day except for a Saturday, Sunday or a day on
which the Securities Industry and Financial Markets Association (SIFMA) recommends that the fixed income
departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
"SOFR" means, with respect to any day, the rate determined by the calculation agent in accordance with the
following provisions:
(1) the Secured Overnight Financing Rate for trades made on such day that appears at approximately
3:00 p.m. (New York City time) on the NY Federal Reserve's Website on the U.S. Government
Securities Business Day immediately following such U.S. Government Securities Business Day; or
(2) if the rate specified in (1) above does not so appear, unless a Benchmark Transition Event and its
related Benchmark Replacement Date have occurred as described in (3) below, the Secured Overnight
Financing Rate published on the NY Federal Reserve's Website for the first preceding U.S.
Government Securities Business Day for which the Secured Overnight Financing Rate was published
on the NY Federal Reserve's Website; or
(3) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to
the relevant interest period end date, the calculation agent will use the Benchmark Replacement to
determine the rate and for all other purposes relating to the notes.
In connection with the SOFR definition above, the following definitions apply:
"Benchmark" means, initially, SOFR; provided that if a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then
"Benchmark" means the applicable Benchmark Replacement.
"Benchmark Replacement" means the first alternative set forth in the order below that can be determined by
Citigroup (or one of its affiliates) as of the Benchmark Replacement Date:
(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark for the applicable
Corresponding Tenor and (b) the Benchmark Replacement Adjustment; or
(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or
(3) the sum of: (a) the alternate rate of interest that has been selected by Citigroup (or one of its affiliates)
as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due
consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark
for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement
Adjustment.
"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be
determined by Citigroup (or one of its affiliates) as of the Benchmark Replacement Date:
(1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may
be a positive or negative value or zero) that has been selected or recommended by the Relevant
Governmental Body for the applicable Unadjusted Benchmark Replacement;
(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the
ISDA Fallback Adjustment;
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(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by
Citigroup (or one of its affiliates) giving due consideration to any industry-accepted spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of the then-
current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-
denominated floating rate notes at such time.
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any
technical, administrative or operational changes that Citigroup (or one of its affiliates) decides may be
appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with
market practice (or, if Citigroup (or such affiliate) decides that adoption of any portion of such market practice is
not administratively feasible or if Citigroup (or such affiliate) determines that no market practice for use of the
Benchmark Replacement exists, in such other manner as Citigroup (or such affiliate) determines is reasonably
necessary).
"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-
current Benchmark:
(1) in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the
date of the public statement or publication of information referenced therein and (b) the date on which
the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(2) in the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public
statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same
day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date
will be deemed to have occurred prior to the Reference Time for such determination.
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to
the then-current Benchmark:
(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark
announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or
indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide the Benchmark;
(2) a public statement or publication of information by the regulatory supervisor for the administrator of
the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with
jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the
administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority
over the administrator for the Benchmark, which states that the administrator of the Benchmark has
ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator that will continue to provide the
Benchmark; or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of
the Benchmark announcing that the Benchmark is no longer representative.
"Business Day" means any weekday that is not a legal holiday in New York City and is not a day on which
banking institutions in New York City are authorized or required by law or regulation to be closed and is a U.S.
Government Securities Business Day.
"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including overnight)
having approximately the same length (disregarding business day adjustment) as the applicable tenor for the
then-current Benchmark.
"ISDA" means the International Swaps and Derivatives Association, Inc. or any successor.
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"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives
Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor
definitional booklet for interest rate derivatives published from time to time.
"ISDA Fallback Adjustment" means the spread adjustment (which may be a positive or negative value or
zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the
occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA
Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the
applicable tenor excluding the applicable ISDA Fallback Adjustment.
"New York Federal Reserve" means the Federal Reserve Bank of New York.
"New York Federal Reserve's Website" means the website of the New York Federal Reserve, currently at
http://www.newyorkfed.org, or any successor website of the NY Federal Reserve or the website of any successor
administrator of the Secured Overnight Financing Rate.
"Rate Cut-Off Date" means the second U.S. Government Securities Business Day prior to a redemption date
or the maturity date.
"Reference Time" with respect to any determination of the Benchmark means the time determined by
Citigroup (or one of its affiliates) in accordance with the Benchmark Replacement Conforming Changes.
"Relevant Governmental Body" means the Federal Reserve Board and/or the New York Federal Reserve, or
a committee officially endorsed or convened by the Federal Reserve Board and/or the New York Federal Reserve
or any successor thereto.
"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark
Replacement Adjustment.
Citibank, N.A., London Branch, a subsidiary of Citigroup, will be the calculation agent. Any determination,
decision or election that may be made by Citigroup, Citibank, N.A., London Branch or one of their affiliates
pursuant to the provisions described above, including any determination with respect to tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection, will be conclusive and binding absent manifest error, will be made in such
entity's sole discretion, and, notwithstanding anything to the contrary in this prospectus supplement or the
accompanying prospectus, shall become effective without consent from the holders of the notes or any other
party.
All percentages used in or resulting from any calculation of the rate of interest on the notes will be rounded,
if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point, rounded
upward. All currency amounts used in or resulting from these calculations on the notes will be rounded to the
nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward.
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