Obligation CityCorp Inc 0% ( US172967LH22 ) en USD

Société émettrice CityCorp Inc
Prix sur le marché 100.094 %  ▲ 
Pays  Etats-unis
Code ISIN  US172967LH22 ( en USD )
Coupon 0%
Echéance 25/04/2022 - Obligation échue



Prospectus brochure de l'obligation Citigroup Inc US172967LH22 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 1 250 000 000 USD
Cusip 172967LH2
Description détaillée Citigroup Inc. est une multinationale américaine offrant des services financiers diversifiés, incluant la banque de détail, la banque d'investissement, la gestion d'actifs et les services de marchés de capitaux, opérant dans le monde entier.

L'obligation Citigroup Inc. (ISIN : US172967LH22, CUSIP : 172967LH2), émise aux États-Unis pour un montant total de 1 250 000 000 USD avec un prix unitaire minimum à l'achat de 1 000 USD, a atteint sa maturité le 25/04/2022, affichant un taux d'intérêt de 0% et un prix de marché final de 100,094% avant remboursement, les paiements d'intérêts étant effectués deux fois par an.







PROSPECTUS

$1,250,000,000





Floating Rate Notes due 2022

The notes will mature on April 25, 2022 and will bear interest at a floating rate equal to three-month LIBOR plus 0.960% per annum.
Interest on the notes is payable quarterly on the 25th day of each, January, April, July and October commencing July 25, 2017. The notes
may not be redeemed prior to maturity unless changes involving United States taxation occur which could require Citigroup Inc.
("Citigroup") to pay additional amounts as described under "Description of Notes."

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
Directive 2003/71/EC, as amended by Directive 2010/73/EU (the "Prospectus Directive"), and the Luxembourg law on prospectuses for
securities of July 10, 2005, as amended by law dated July 3, 2012 (the "Luxembourg Law"), for the purpose of approving this prospectus to
give information with regard to the notes and the Issuer. 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 (the "EU regulated market of the Luxembourg Stock Exchange"), but Citigroup is not required to maintain
this listing. See "Description of Notes -- 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 5.3 of the Prospectus Directive. This
prospectus as well as the documents incorporated by reference will be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu).

See the information set forth in this prospectus, including particularly "Risk Factors" beginning on page 9, 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. By approving this prospectus, as provided in Article 7(7) of the Luxembourg Law, the CSSF assumes no responsibility as
to the economics or financial soundness of an investment in the notes or the quality or solvency of Citigroup.

Per Note
Total
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.00%
$1,250,000,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.300%
$ 3,750,000
Proceeds of Citigroup (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.700%
$ 1,246,250,000
Interest on the notes accrues from April 25, 2017. Net proceeds to Citigroup (after expenses) will be approximately
$1,246,075,000.

The notes were delivered in book-entry form only through The Depository Trust Company, Clear stream or the Euro clear System
on April 25, 2017.
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 or any other governmental agency or instrumentality.

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RedRail Capital Markets
Santander
SEB






July 11, 2018


TABLE OF CONTENTS

Page
Summary ................................................................................................................................................................. 3
Risk Factors ............................................................................................................................................................. 8
Responsibility Statement ....................................................................................................................................... 11
Notices .................................................................................................................................................................. 11
Citigroup Inc. ........................................................................................................................................................ 12
Documents Incorporated by Reference ................................................................................................................. 13
Selected Historical Financial Data ........................................................................................................................ 15
Ratio of Income to Fixed Charges and Ratio of Income to Combined Fixed Charges
Including Preferred Stock Dividends ................................................................................................................... 15
Use of Proceeds ..................................................................................................................................................... 15
Description of Notes ............................................................................................................................................. 16
United States Tax Documentation Requirements for Non-United States Persons ................................................ 26
United States Federal Income Tax Considerations for Non-United States Holders .............................................. 27
Luxembourg Taxation ........................................................................................................................................... 29
Underwriting ......................................................................................................................................................... 33
Forward-Looking Statements ................................................................................................................................ 34
Description of Debt Securities .............................................................................................................................. 35
Description of Capital Stock ................................................................................................................................. 41
Book-Entry Procedures and Settlement................................................................................................................. 42
Directors and Executive Officers of Citigroup Inc. ............................................................................................... 44
Legal Opinions ...................................................................................................................................................... 45
General Information .............................................................................................................................................. 46

2


SUMMARY

Summaries are made up of disclosure requirements known as `Elements'. These elements are numbered in
Sections A ­ E (A.1 ­ E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and
issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of
the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and
issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of `not applicable'.

Element
Section A - Introduction and Warnings
A.1
Warning
Warning that:
· this Summary should be read as an
introduction to the Prospectus;
· any decision to invest in the notes should be
based on consideration of the Prospectus as a
whole by the investor;
· where a claim relating to the information
contained in the Prospectus is brought before
a court, the plaintiff investor might, under
the national legislation of the Member State,
have to bear the costs of translating the
Prospectus before the legal proceedings are
initiated; and
· civil liability attaches only to those persons
who have tabled this Summary including
any translation thereof, but only if this
Summary is misleading, inaccurate or
inconsistent when read together with the
other parts of this Prospectus or it does not
provide, when read together with the other
parts of this Prospectus, key information in
order to aid investors when considering
whether to invest in the notes.
A.2
Consent to use prospectus
Not applicable. The offering period has
terminated and there should be no further use
of this prospectus for resales or by the
underwriters.
Section B - The Issuer
B.1
Legal and commercial name
Citigroup Inc. ("the Issuer" or "Citigroup")
B.2
Domicile/legal form/legislation/incorporation
Domicile: 388 Greenwich Street, New York,
New York USA
Legal form: corporation
Legislation: General Corporation Law of the
State of Delaware
Country of Incorporation: State of Delaware, USA
B.4b
Known trends
Not Applicable. There are no
particular trends affecting Citigroup.

3


B.5
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.
B.9
Profit forecasts/estimates
Not applicable. Citigroup does not release
profit forecasts or estimates.
B.10
Audit report qualifications
Not applicable. Citigroup's annual financial
statements were reported on with unqualified
opinions.


B.12
Selected financial information; material
The following selected key financial information has
adverse changes; significant changes
been extracted from the consolidated audited
financial statements of Citigroup for the fiscal years
ended December 31, 2017, 2016 and 2015 and its
consolidated unaudited financial statements for the
quarterly period ended March 31, 2018 and 2017.





At or For the Quarterly Period Ended
At or For Year Ended
March 31,
December 31,

2018
2017
2017
2016
2015

(dollars in millions, except per share amounts)
Income Statement Data:

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
7,386
Net income . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4,620
$ 4,090
(6,798)
14,912
17,242
Dividends declared per common share . . . .
0.32
0.16
0.96
0.02
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




There has been no material adverse change in

Citigroup's prospects since December 31,

2017, the date of the last audited financial

statements except for certain litigation related

to the 2008 credit crisis, Korean derivatives,
the Lehman Brother's bankruptcy and

structured notes, Terra Firma and credit default

swaps, and regulatory inquiries into LIBOR

manipulation.

Not applicable. There has been no significant

change in the financial or trading position of

Citigroup since March 31, 2018.
B.13
Recent events

Not applicable. There have been no recent

events particular to Citigroup which are to a

material extent relevant to the evaluation of its

solvency.

4



B.14
Dependency on subsidiaries
See Element B.5. 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.
B.15
Issuer's principal activities
Citigroup 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.
B.16
Ownership and control of the Issuer
Not applicable. Citigroup is not directly or
indirectly owned or controlled by any third
party or shareholder.
B.17
Ratings
Moody's ­ Baa1
S&P ­ BBB+
Fitch ­ A
Citigroup has long-term ratings from:
Moody's: Baa1 (Positive Outlook)
S&P: BBB+ (Stable Outlook)
Fitch: A (Stable Outlook)

Section C - The Securities

C.1
Type and class of securities offered; security
Senior unsecured notes.
identification number
CUSIP: 172967 LH2
Common Code: 160248327
ISIN: US172967LH22
C.2
Currency
United States dollars
C.5
Restrictions on free transferability
Not applicable. There are no restrictions on
free transferability.
C.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.
The Notes cannot be redeemed prior to their
stated maturity (except for taxation reasons or
upon the occurrence of an event of default).
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.

5



C.9
Interest rate; payment dates; maturity
See Element C.8. Floating rate equal to three-
month LIBOR plus 0.960% payable quarterly
on the 25th of each January, April, July and
October commencing July 25, 2017. Interest
on the notes accrues from April 25, 2017.
Maturity: April 25, 2022. The interest rate
applicable to the first interest period is
2.11622% 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
2.11622% per annum. The Bank of New York
Mellon is the trustee for noteholders.
C.10
Derivative component for interest
See Element C.9. Not applicable, there is no
derivative component.
C.11
Distribution in a regulated market
Application has been made for admission to
trading on the regulated market, of the
Luxembourg Stock Exchange

Section D - Risks

D.2
Key risks specific to the Issuer
The ability of Citigroup to fulfill its obligations
under the notes is dependent on the earnings of
its subsidiaries.
Under U.S. banking law, Citigroup may be
required to apply its available funds to support
its banking subsidiaries, rather than to fulfill its
obligations under the notes.
Reduction of Citigroup's ratings may reduce
the market value and liquidity of the notes.
The notes may be fully subordinated to
interests held by the U.S. Government in the
event of a receivership, insolvency or similar
proceeding.
Citigroup's operations may be adversely
affected by final regulations relating to
significant portions of its businesses.
Citigroup's ability to effectively compete with
other financial institutions may be adversely
affected by new regulations.
Citigroup's extensive global network subjects
it to international and emerging markets risks.
Maintaining adequate liquidity depends on
numerous factors, some of which are outside
Citigroup's control.
Uncertainty arising from the continuing
Eurozone debt and economic crisis could
adversely impact Citigroup's business, results
of operations or financial condition.
Citigroup's ability to conduct its business
could be adversely affected by its failure to
maintain required levels of capital.
A material part of Citigroup's business
involves credit risk.

6



D.3
Key risks specific to the securities
Changes in exchange rates could reduce the
market value of the notes and the value of
payments on the notes to an investor.
Early repayment of notes may expose an
investor to reinvestment risk.
Legal investment considerations may restrict
investments by some investors.
A secondary market for the notes may not
develop or may not exist throughout the term
of the notes.

Section E - Offer

E.2b
Reasons for the offering and use of proceeds
General corporate purposes
E.3
Terms and conditions of the offer
Not Applicable. The notes were offered
globally in the United States, Europe and Asia
in jurisdictions where it was legal to make
offers, at an offering price to the public of
100.000%. The notes were issued on April 25,
2017 and the offering period has therefore
ended.
E.4
Interests material to the offering
Not Applicable. Certain of the underwriters
and their affiliates have engaged, and may in
future engage, in investment banking and/or
commercial banking transactions with, and
may perform services for, Citigroup in the
ordinary course of business.
E.7
Expenses to the investor
Not applicable. Note purchasers may be
required to pay stamp taxes and other charges
in accordance with the laws and practices of
the country of purchase. No expenses will be
charged to purchasers by the issuer or the
offeror.

7


RISK FACTORS

Relating to Citigroup

The ability of Citigroup to fulfill its obligations under the notes is dependent on the earnings of its
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.
Its subsidiaries that operate in the banking 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.
Its subsidiaries may be subject to credit agreements that also may restrict their ability to pay dividends. If such
subsidiaries did not realize 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 fulfill its obligations under the notes may be adversely affected.

Under U.S. banking law, Citigroup may be required to apply its available funds to support the financial
position of its banking subsidiaries, rather than to fulfill its obligations under the notes.
Under longstanding policy of The Board of Governors of the U.S. Federal Reserve System, a bank holding
company (such as Citigroup) is expected to act as a source of financial strength for its subsidiary banks and to
commit resources to support such banks. As a result of that policy, Citigroup may be required to commit
resources (in the form of investments or loans) to its subsidiary banks in amounts or at times that could adversely
affect its ability to also fulfill its obligations under the notes.

Reduction of Citigroup's ratings may reduce the market value and liquidity of the notes.

Each rating agency rating may reduce or withdraw its ratings of Citigroup at any time in the future if, in its
judgment, circumstances warrant a change. No rating agency is obligated to maintain its ratings at their current
levels. If a rating agency reduces or withdraws its rating of Citigroup, the liquidity and market value of the notes
are likely to be adversely affected.

The notes may be fully subordinated to interests held by the U.S. government.

In the event of a receivership, insolvency or similar proceeding involving Citigroup, including a proceeding
under the "orderly liquidation authority" provisions of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, the notes may be subordinated to interests held by the U.S. government, including its
agencies.

Citigroup's operations may be adversely affected by final regulations relating to significant portions of its
businesses.
Regulators in the United States and Europe have proposed or adopted numerous new regulations that could
restrict Citigroup's businesses and operations. These regulations include, or may include, (a) increased levels of
required capital and liquidity, (b) restrictions on derivatives, securitizations and principal transactions, (c) increased
costs of compliance and (d) provisions to facilitate orderly resolution of large financial institutions. Adoption of
these measures, or others that are not presently known, could adversely affect Citigroup's operations.

Citigroup's ability to effectively compete with other financial institutions may be adversely affected by
new regulations.
Citigroup continues to be subject to significant regulatory changes and uncertainties both in the United
States and the non-U.S. jurisdictions in which it operates. Citigroup may be subject to more stringent regulations,
and incur additional compliance costs, compared to its U.S. competitors because of the global nature of its
operations or its size. In addition, Citigroup may be subject to more, or more stringent, regulations than its

8


foreign competitors because of several U.S. regulatory initiatives. Differences in substance and severity of
regulations across jurisdictions could significantly reduce Citigroup's ability to compete.

Citigroup's extensive global network subjects it to international and emerging markets risks.
Risks associated with a global network include sovereign volatility, political events, foreign exchange
controls, limitations on investments, socio-political instability, currency devaluations, nationalization, closure of
branches or subsidiaries and confiscation of assets. These risks could place Citigroup's staff and operations in
danger and may result in financial losses.

Maintaining adequate liquidity depends on numerous factors, some of which are outside Citigroup's
control.
As a global financial institution, adequate liquidity and sources of funding are essential to Citigroup's
businesses. Liquidity and funding sources can be negatively impacted by factors it cannot control, such as
disruptions in the financial markets, negative perceptions about the financial services industry in general or
negative investor perceptions of Citigroup's financial position or creditworthiness.

Uncertainty arising from the continuing Eurozone debt and economic crisis could adversely impact
Citigroup's business, results of operations or financial condition.
Several European countries continue to experience credit deterioration due to weaknesses in their economic
and fiscal situations. Concerns have been raised as to the financial, political and legal effectiveness of measures
taken to date and the ability of these countries to adhere to austerity, reforms and similar measures. These ongoing
conditions have caused, and are like to continue to cause, disruptions in the global and Eurozone financial markets,
creating uncertainty and could negatively impact Citigroup's businesses, results of operation or financial condition.

Citigroup's ability to conduct its business could be adversely affected by its failure to maintain required
levels of capital.
Proposed and adopted regulations would increase the level of capital required to be held by Citigroup, as
well as its quality (such as capital required to be held as common equity). Failure to satisfy these new capital
requirements could result in restrictions on Citigroup's businesses and permitted activities, which in turn could
negatively affect its results of operation.

A material part of Citigroup's business involves credit risk.
As a lender to corporations, governments, institutions and consumers, Citigroup's results of operation
depend in part upon the ability of borrowers to repay their loans with interest. In the event of a severe downturn
in the economic environment, such as a recession, the inability of borrowers to repay could adversely affect
Citigroup's results of operation.

Relating to the Notes
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.

9


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.


Early repayment of notes may expose an investor to reinvestment risk.

As described under "Description of Notes--Redemption for Tax Purposes", Citigroup has the 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 his 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.


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.


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.


Certain base rates described herein refer to "benchmarks," including LIBOR and EURIBOR, that may be
discontinued or reformed, which may adversely affect the value of and return on floating rate debt
securities.

Certain base rates, including the London Interbank Offered Rate ("LIBOR"), the Euro Interbank Offered
Rate ("EURIBOR") and other rates or indices described herein, are deemed to be "benchmarks" and are the
subject of ongoing national and international regulatory scrutiny and reform. Some of these reforms are already
effective, while others are still to be implemented or formulated. These reforms may cause such benchmarks to
perform differently than they performed in the past or to be discontinued entirely and may have other
consequences that cannot be predicted. Any such consequences could adversely affect the value of and return on
any floating rate debt securities that refer, or are linked, to a "benchmark" to calculate interest or other payments
due on those debt securities.


Any of the international, national or other proposals for reform or the general increased regulatory scrutiny
of "benchmarks" could increase the costs and risks of administering or otherwise participating in the setting of a
"benchmark" and complying with any such regulations or requirements. Such factors may have the effect of
10



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