Bond CitiCorp 1.75% ( XS2031277077 ) in GBP

CitiCorp

95.4 % ▼

United States

XS2031277077 ( in GBP )

1.75% per year ( payment 1 time a year)

22/10/2026

Prospectus brochure of the bond Citigroup XS2031277077 en GBP 1.75%, maturity 22/10/2026

23/10/2025 ( In 170 days )

Citigroup is a multinational investment bank and financial services corporation providing a wide range of financial products and services, including consumer banking, corporate and investment banking, securities brokerage, and asset management, across numerous global markets.

The Bond issued by CitiCorp ( United States ) , in GBP, with the ISIN code XS2031277077, pays a coupon of 1.75% per year.
The coupons are paid 1 time per year and the Bond maturity is 22/10/2026

PROSPECTUS
£650,000,000

1.750% Notes due 2026

The notes will mature on October 23, 2026. The notes will bear interest at a fixed rate equal to 1.750% per annum. Interest on the
notes is payable annually on the 23rd day of October, commencing October 23, 2020. Citigroup may redeem the notes (i) in whole at any time
or in part from time to time, on or after April 23, 2020 and prior to September 23, 2026 and (ii) in whole, but not in part, on or after
September 23, 2026, 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".
The notes were offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful to make such offers.
The Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") is the competent authority in Luxembourg for the purpose
of Regulation (EU) 2017/1129 (the "Prospectus Regulation"), for the purpose of approving this prospectus. This prospectus has been prepared
for the purpose of giving information with regard to Citigroup, which according to the particular nature of Citigroup and the notes, is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects
of Citigroup, the rights attaching to the notes and the reasons for the issuance of the notes and its impact on Citigroup.

Application has been made in order for the notes to be admitted to listing on the Official List and admitted to trading on the
regulated market of the Luxembourg Stock Exchange, which is an EU regulated market within the meaning of Directive 2014/65/EU, as
amended (the "EU regulated market of the Luxembourg Stock Exchange"), but Citigroup is not required to maintain this listing. See
"Description of Debt Securities -- Listing". References in this prospectus to notes being listed (and all related references) shall mean that
such notes have been admitted to trading on the EU regulated market of the Luxembourg Stock Exchange and to the official list of the
Luxembourg Stock Exchange. This document constitutes a prospectus for the purposes of Article 6 of the Prospectus Regulation. This
prospectus as well as the documents incorporated by reference will be published on the website of the Luxembourg Stock Exchange
(https://www.bourse.lu/issuer/Citigroup/43366).
See the information set forth in this prospectus, including particularly "Risk Factors" beginning on page 4, for information
relevant to an investment in the notes.
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 is truthful or complete. Any representation to the contrary is a
criminal offense.
The prospectus has been approved by the CSSF as competent authority under Regulation (EU) 2017/1129. The CSSF only approves
this prospectus dated February 7, 2020 as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such approval should not be considered as an endorsement of Citigroup or the quality of the notes that are the
subject of this prospectus and investors should make their own assessment as to the suitability of investing in the notes. The CSSF assumes
no responsibility as to the economic and financial soundness of the transaction and the quality or solvency of Citigroup in line with the
provisions of Article 6(4) of the Luxembourg Prospectus Law.

Per Note
Total
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.091%
£ 644,091,500
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.375%
£ 2,437,500
Proceeds of Citigroup (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.716%
£ 641,654,500

Interest on the notes accrues from October 23, 2019. Net proceeds to Citigroup (after expenses) will be approximately £641,517,552.

The notes were delivered in book-entry form only through the facilities of Clearstream and Euroclear on October 23, 2019.
The notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup and are not insured by the Federal
Deposit Insurance Corporation ("FDIC") or any other governmental agency or instrumentality.

1

Citigroup
Bank of China Barclays BB&T Capital Markets
CIBC Capital Markets Commonwealth Bank of Australia Deutsche Bank
Erste Group First Abu Dhabi Bank ICBC
Lloyds Securities Mizuho Securities National Australia Bank Limited
National Bank of Canada Financial Markets PNC Capital Markets LLC SMBC Nikko
Standard Chartered Bank UniCredit Capital Markets UOB
Crédit Agricole CIB HSBC MUFG
Nomura TD Securities Wells Fargo Securities

February 7, 2020
2

TABLE OF CONTENTS

Page
Risk Factors ............................................................................................................................................................. 4
Overview ................................................................................................................................................................. 7
Notices .................................................................................................................................................................. 10
Responsibility Statement ....................................................................................................................................... 10
Citigroup Inc. ........................................................................................................................................................ 11
Documents Incorporated by Reference ................................................................................................................. 13
Selected Historical Financial Data ........................................................................................................................ 15
Use of Proceeds ..................................................................................................................................................... 15
Description of Notes ............................................................................................................................................. 16
United States Tax Documentation Requirements for Non-United States Persons ................................................ 18
United States Federal Income Tax Considerations for Non-United States Holders .............................................. 20
Underwriting ......................................................................................................................................................... 22
Forward-Looking Statements ................................................................................................................................ 24
Description of Debt Securities .............................................................................................................................. 25
Description of Capital Stock ................................................................................................................................. 41
Directors and Executive Officers of Citigroup Inc. ............................................................................................... 43
Legal Opinions ...................................................................................................................................................... 46
General Information .............................................................................................................................................. 47

3

RISK FACTORS
Relating to Citigroup
Citigroup may not be able to maintain adequate liquidity or funding which may result in a negative impact on
the market value of the notes or Citigroup's ability to fulfil its obligations under the notes.

As a global financial institution, adequate liquidity and sources of funding are essential to Citigroup's
businesses. Citigroup's liquidity and sources of funding can be significantly and negatively impacted by factors it
cannot control, such as general disruptions in the financial markets, governmental fiscal and monetary policies,
regulatory changes or negative investor perceptions of Citigroup's creditworthiness.
In addition, Citigroup's costs to obtain and access secured funding and long-term unsecured funding are
directly related to its credit spreads. Changes in credit spreads constantly occur and are market driven, including
both external market factors and factors specific to Citigroup, and can be highly volatile.
Moreover, Citigroup's ability to obtain funding may be impaired if other market participants are seeking to
access the markets at the same time, or if market appetite is reduced, as is likely to occur in a liquidity or other
market crisis. A sudden drop in market liquidity could also cause a temporary or lengthier dislocation of
underwriting and capital markets activity. In addition, clearing organizations, regulators, clients and financial
institutions with which Citigroup interacts may exercise the right to require additional collateral based on these
market perceptions or market conditions, which could further impair Citigroup's access to and cost of funding.
These factors may negatively impact the market value of the notes or Citigroup's ability to perform its obligations
under the notes.

The ability of Citigroup to fulfil its obligations under the notes is dependent on the earnings of Citigroup's
subsidiaries.

Citigroup is a holding company that does not engage in any material amount of business activities that
generate revenues. Citigroup services its obligations primarily with dividends and advances from its subsidiaries. For
example, certain of the Citigroup's subsidiaries have co-branding and private label credit card relationships with
various retailers and merchants through Citi branded cards and retail services credit card businesses. The five largest
of these relationships constituted an aggregate of approximately 11% of Citi's revenues for 2018. These relationships
could be negatively impacted due to, among other things, declining sales and revenues or other difficulties of the
retailer or merchant, termination due to a breach by Citi, the retailer or merchant of its responsibilities, or external
factors, including bankruptcies, liquidations, restructurings, consolidations and other similar events that would restrict
the ability of the subsidiaries of Citigroup to pay dividends.
Moreover, the subsidiaries of Citigroup that operate in the banking, insurance and securities businesses can
only pay dividends if they are in compliance with applicable regulatory requirements imposed on them by federal and
state regulatory authorities. Similarly, the presence of certain of Citigroup's subsidiaries in emerging markets subjects
them to a number or risks, including sovereign volatility, foreign exchange controls and sanctions, and also increases
their compliance and regulatory risks and costs, potentially impacting the dividends they are able to pay.
Citigroup's subsidiaries may also be subject to credit agreements that also may restrict their ability to pay
dividends. If such subsidiaries did not realise sufficient earnings to satisfy applicable regulatory requirements, or if
such requirements were changed to further restrict the ability of such subsidiaries to pay dividends to Citigroup,
Citigroup's ability to fulfil its obligations under the notes may be adversely affected.
In addition, Citigroup is a holding company that does not engage in any material amount of business activities
that generate revenues. Citigroup services its obligations primarily with dividends and advances from its subsidiaries.
Its subsidiaries that operate in the securities businesses can only pay dividends if they are in compliance with applicable
regulatory requirements imposed on them by federal and state regulatory authorities. Such subsidiaries are also exposed
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to concentrations of risk, particularly credit and market risk, as they routinely execute a high volume of securities,
trading, derivative and foreign exchange transactions with counterparties in the financial services industry. As
regulatory or market developments continue to lead to increased centralization of trading activities, these subsidiaries
could also experience an increase in concentration of risk to these industries. These concentrations of risk could limit
the effectiveness of any hedging strategies and cause the subsidiaries to incur significant losses, impacting their ability
to pay dividends. Their respective subsidiaries may also be subject to credit agreements that also may restrict their
ability to pay dividends. If such subsidiaries do not realise sufficient earnings to satisfy applicable regulatory
requirements, or if such requirements are changed to further restrict the ability of such subsidiaries to pay dividends to
Citigroup, Citigroup's ability to fulfil its obligations under the notes issued by it may be adversely affected.
Further, such dividends may be affected by macroeconomic and geopolitical challenges, uncertainties and
volatilities. For example, numerous uncertainties have arisen in relation to the potential impact of the U.K.'s exit from
the EU and the U.S. Presidential administration's indication that it may pursue protectionist trade and other policies.
These and other global macroeconomic and geopolitical challenges have negatively impacted, and could continue to
negatively impact, the businesses of Citigroup's subsidiaries and may impact the flow of dividends received from such
subsidiaries by Citigroup.

Relating to the Notes
Risks Relating to the Value of the Notes

Changes in market interest rates may result in reduced market value of an investment in fixed rate notes.
If market interest rates increase after an investor has invested in notes bearing interest at a fixed rate, the
market value of those notes may be adversely affected.
Changes in exchange rates could reduce the market value of the notes and the value of payments on the
notes to an investor.
An investment in notes denominated in a currency (the "specified currency") that is not the currency of the
investor's jurisdiction (the "investor's currency") entails risks that are not present in a similar investment in a
debt security denominated in the investor's currency. These risks include:
· the possibility of significant market changes in rates of exchange between the investor's currency and
the specified currency and
· the possibility of significant changes in rates of exchange between the investor's currency and the
specified currency resulting from official redenomination or revaluation of the specified currency or
the investor's currency.
These risks depend on factors over which Citigroup has no control and which may not be readily
foreseeable, such as economic events (both national and global), political events and the supply of, and demand
for, the relevant currencies.
The rates of exchange between currencies in which notes may be denominated have historically been
volatile, and this volatility may be expected in the future. Past fluctuations in particular rates of exchange are not
necessarily indicative of future fluctuations that may occur during the term of any note. Depreciation of the
specified currency for a particular note against the investor's currency would result in a reduction of the effective
yield of such note below its coupon rate and could result in a substantial loss to the investor at maturity in terms
of the investor's currency.
Risks Relating to the Terms of the Notes

Early repayment of notes may expose an investor to reinvestment risk.
As described under "Description of Debt Securities--Redemption for Tax Purposes", Citigroup has the
5

right to redeem a series of notes prior to its maturity date in the event of certain changes in U.S. tax laws. In
addition, the terms and conditions for a particular series of notes may provide that Citigroup has the right to
redeem a series of notes prior to its maturity date at any time or on specified dates. In either event, upon an
investor's receipt of the redemption proceeds for its notes, the investor may not be able to reinvest those
proceeds in an investment with a comparable yield to the notes or in an investment of similar or better credit
quality.

The notes may be fully subordinated to senior obligations in certain circumstances.
The notes may be fully subordinated to senior obligations in the event of a receivership, insolvency,
liquidation or similar proceeding with respect to Citigroup, including to interests held by the U.S. government.
Such proceedings may include a proceeding under the "orderly liquidation authority" ("OLA") provisions of the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank"). OLA provides that
"[un]secured claims of the United States shall, at a minimum, have a higher priority than liabilities of the
covered financial company that count as regulatory capital." In addition, OLA provides that no taxpayer funds
shall be used to prevent the liquidation of any financial company and that the taxpayers shall bear no losses from
a receivership under OLA.
Other Risks Relating to the Notes
A secondary market for a series of notes may not develop or may not exist throughout the term of any series
of notes.
Series of notes will generally have no established trading market when issued and one may never develop.
If a market does develop, it may be of limited duration or it may not provide sufficient liquidity for investors to
be able to sell their notes easily or at prices that will provide them with a yield comparable to similar
investments that have a developed trading market.
Credit rating assigned to a series of notes may differ from those assigned to Citigroup.
Notes may be rated or unrated. Where an issue of notes is rated, its rating will not necessarily be the same
as the rating applicable to Citigroup. A rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, change or withdrawal at any time by the assigning rating agency. The rating of certain
series of notes may be specified in the terms and conditions for a particular series of notes. Whether or not each
credit rating applied for in relation to relevant series of notes will be issued by a credit rating agency established
in the European Union and registered under Regulation (EU) No 1060/2009, as amended (the "CRA
Regulation") will be disclosed in the terms and conditions for a particular series of notes. In general, European
regulated investors are restricted under the CRA Regulation from using a rating for regulatory purposes if such
rating is not issued by a credit rating agency established in the EU and registered under the CRA Regulation
(such registration not having been withdrawn or suspended), subject to transitional provisions that apply in
certain circumstances while the registration application is pending. Such general restriction will also apply in the
case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by
an EU-registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the
CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or
suspended). The list of credit rating agencies registered in accordance with the CRA Regulation as of the date of
this prospectus is available on the European Securities and Markets Authority ("ESMA") website at
https://www.esma.europa.eu/supervision/credit-rating-agencies/risk (list last updated on 18 March 2019).
Legal investment considerations may restrict investments by some investors.
The investment activities of certain investors are subject to legal investment laws and regulations, or to
review or approval by governmental authorities. Each potential investor should consult its advisors to determine
whether and to what extent (a) a particular series of notes is a legal investment for it, (b) such series can be used
as collateral for borrowings, pledges or repurchase transactions and (c) any other consequences of a proposed
investment in notes. Institutions that are subject to risk-based capital or similar rules should consult their
advisors or regulators to determine the treatment of a particular series of notes under such rules.

6

OVERVIEW

The following overview does not purport to be complete and is taken from, and is qualified in its entirety by,
the remainder of this prospectus (including the information incorporated by reference in this prospectus). This
overview must be read as an introduction to this prospectus. Any decision to invest in the notes should be based on
a consideration of this prospectus as a whole, including the documents incorporated by reference, by any investor.

.
Section A - The Issuer

Legal and commercial name
Citigroup Inc. ("the Issuer" or "Citigroup")
Domicile/legal form/legislation/incorporation
Domicile: 388 Greenwich Street, New York,
New York USA
Legal form: corporation
of Delaware
Country of Incorporation: State of Delaware, USA

Organizational structure
Citigroup is the parent company, its principal
subsidiaries are Citibank, N.A., Citigroup
Global Markets Inc. and Grupo Financiero
Banamex, S.A. de C.V., each of which is
wholly owned.

Selected financial information; material adverse changes; significant changes

The following selected key financial information
has been extracted from the consolidated audited
financial statements of Citigroup for the fiscal
years ended December 31, 2018, 2017, and 2016
and audited financial statements of Citigroup for
the quarter ended September 30, 2019, and 2018.

Nine Months ended

30 September
At or for the year ended
(unaudited)
31 December (audited)

2019
2018
2018
2017
2016

(in millions of U.S. Dollars, except per share amounts)
Income Statement Data:

Total revenues, net interest expense .............
$55,908
$55,730
$72,854
$72,444
$70,797
Income (loss) from continuing operations ......
14,472
13,783
18,088
(6,627)
15,033
Net income (loss) ..................................
14,422
13,732
18,045
(6,798)
14,912
Dividends declared per common share ..........
1.41
1.09
1.54
0.96
0.42
Balance Sheet Data:

Total assets .......................................... $2,014,802 $1,925,165 $1,917,383 $1,842,465 $1,792,077
Total deposits ....................................... 1,087,769
1,005,176
1,013,170
959,822
929,406
Long-term debt .....................................
242,238
235,270
231,999
236,709
206,178
Total stockholders' equity ........................
196,373
197,004
196,220
200,740
225,120

7

There has been no material adverse change in

Citigroup's prospects since December 31,

2018, the date of the last audited financial

statements.

There has been no significant change in the

financial position or financial performance of

Citigroup since September 30, 2019.

Dependency on subsidiaries
Citigroup is the parent company, its principal
subsidiaries are Citibank, N.A., Citigroup
Global Markets Inc. and Grupo Financiero
Banamex, S.A. de C.V., each of which is
wholly owned. Citigroup is a holding company
and services its obligations primarily by
earnings from its operating subsidiaries.

Issuer's principal activities
Citigroup is a global diversified financial
services holding company whose businesses
provide consumers, corporations, governments
and institutions with a broad, yet focused, range
of financial products and services, including
consumer banking and credit, corporate and
investment banking, securities brokerage, trade
and securities services and wealth
management.

Ratings of the Issuer
Citigroup has long-term ratings from:
Moody's: A3 (Stable Outlook)
S&P: BBB+ (Stable Outlook)
Fitch: A (Stable Outlook)

Section B - The Securities

Type and class of securities offered; security
Senior unsecured notes.
identification number
Common Code: 203127707
ISIN: XS2031277077

Currency
Sterling
8

Rights; ranking; limitations to rights
The holders of notes have an interest claim and
a redemption claim against the issuer. The
notes are senior unsecured obligations of the
issuer and rank pari passu with all other
unsecured senior debt.
Citigroup may redeem the notes (i) in whole at
any time or in part from time to time, on or after
April 23, 2020 and prior to September 23, 2026
and (ii) in whole, but not in part, on or after
September 23, 2026, at the applicable
redemption price described under "Description
of Notes" below. In addition, Citigroup will
have the right (but not the obligation) to redeem
the notes for taxation reasons if it is required to
pay additional amounts on the notes due to the
imposition of U.S. withholding taxes. Events of
default that would cause an early redemption of
the notes are Citigroup's failure to pay a
required interest payment within a cure period,
failure to pay principal when due, failure to
observe an indenture covenant within a cure
period, and certain events of bankruptcy or
insolvency affecting Citigroup.

Interest rate; payment dates; maturity
See "Rights; ranking; limitations to rights" above.
Fixed rate of 1.750% payable annually on the 23rd of
October commencing October 23, 2020. Interest on
the notes accrues from October 23, 2019. Maturity:
October 23, 2026. The interest rate applicable to the
first interest period is 1.750%. Principal of the notes
will be paid in a single installment at maturity. The
yield of the notes is calculated by dividing the
interest rate by the price to the public. Therefore, the
initial yield of the notes is approximately 1.766% per
annum. The Bank of New York Mellon is the trustee
for noteholders.

Distribution in a regulated market
Application has been made for admission to
trading on the regulated market, of the
Luxembourg Stock Exchange

Reasons for the offering and use of proceeds
General corporate purposes
9

NOTICES

The distribution or possession of this prospectus in or from certain jurisdictions may be restricted by law.
Persons into whose possession this prospectus comes 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.

In connection with this issue, Citigroup Global Markets Limited as stabilizing manager (or persons acting on
behalf of the stabilizing manager) over-allot 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, stabilization may not occur. Any
stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of
the notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the notes and 60 days after the date of allotment of the notes. Any stabilization action or over allotment
must be conducted by the stabilizing manager (or person(s) acting on behalf of the stabilizing manager) in
accordance with all applicable laws and rules.

This prospectus is 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 to "dollars," "$" and "U.S. $" are to United States dollars. References in this
prospectus to "£", "sterling" and "GBP" are to the lawful currency of the United Kingdom.
You should rely only on the information contained or incorporated by reference in this prospectus. Citigroup
has not authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. Citigroup is not making an offer to sell the notes
in any jurisdiction where their offer and sale is not permitted. You should assume that the information appearing
in this prospectus, as well as information incorporated by reference, is accurate only as of the date of the
applicable document. Any websites included in the Prospectus are for information purposes only and do not form
part of the Prospectus.
RESPONSIBILITY STATEMENT
Citigroup accepts responsibility for the information contained in this prospectus and, to the best of its
knowledge and belief the information in this prospectus is in accordance with the facts and makes no omissions
likely to affect its import.
10