Obligation CityCorp Inc 2.75% ( XS1940150623 ) en GBP

CityCorp Inc

100 % ▲

Etas-Unis

XS1940150623 ( en GBP )

2.75% par an ( paiement annuel )

23/01/2024 - Obligation échue

Prospectus brochure de l'obligation Citigroup Inc XS1940150623 en GBP 2.75%, échue

100 000 GBP

750 000 000 GBP

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.

Citigroup Inc. a remboursé le 23 janvier 2024 une obligation (XS1940150623) de 750 000 000 GBP émise aux États-Unis, au taux de 2,75 %, avec une taille minimale d?achat de 100 000 GBP et un paiement de coupon annuel, ayant atteint sa maturité au prix de 100 %.

PROSPECTUS
£750,000,000

2.750% Notes due 2024

The notes will mature on January 24, 2024. The notes will bear interest at a fixed rate equal to 2.750% per annum. Interest on the
notes is payable annually on the 24th day of January, commencing January 24, 2020. Citigroup may redeem the notes (i) in whole at any time
or in part from time to time, on or after July 24, 2019 and prior to December 24, 2023 and (ii) in whole, but not in part, on or after December
24, 2023, 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(3) of Regulation (EU) 2017/1129. 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 May 13, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.759%
£ 748,192,500
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.300%
£ 2,250,000
Proceeds of Citigroup (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.459%
£ 745,942,500

Interest on the notes accrues from January 24, 2019. Net proceeds to Citigroup (after expenses) will be approximately £745,806,840.

The notes were delivered in book-entry form only through the facilities of Clearstream and Euroclear on January 24, 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
ABN AMRO BANKIA Barclays
Commonwealth Bank of Australia Lloyds Securities Rabobank
Westpac Capital Markets LLC
Credit Suisse HSBC Mizuho Securities
National Bank of Canada Financial Markets NatWest Markets LLC Nomura
RBC Capital Markets Wells Fargo Securities
May 13, 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 ........................................................................................................................ 16
Use of Proceeds ..................................................................................................................................................... 16
Description of Notes ............................................................................................................................................. 17
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
Appendix 1: Alternative Performance Measures............................................................................50

3

RISK FACTORS
Relating to Citigroup
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 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 2019. These relationships could be
negatively impacted by, among other things, the general economic environment, declining sales and revenues or other
operational difficulties of the retailer or merchant, termination due to a breach by Citi or by the retailer or merchant, or
other factors, including bankruptcies, liquidations, restructurings, consolidations and other similar events that would
restrict the ability of the subsidiaries of Citigroup to pay dividends.
Similarly, the presence of certain of Citigroup's subsidiaries in emerging markets subjects them to a number
of 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. . 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. If such subsidiaries do 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. Citigroup's
subsidiaries that operate in the securities businesses are also exposed 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 non-U.S. sovereigns and 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.
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.
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, unexpected increases in cash
or collateral requirements and the inability to monetize available liquidity resources. Citigroup competes with other
banks and financial institutions for deposits, which represent Citigroup's most stable and lowest cost of long-term
funding. The competition for retail banking deposits has increased as a result of online banks and digital banking,
among others. Furthermore, given the decline in interest rates, a growing number of customers have transferred
4

deposits to other products, including investments and interest-bearing accounts, and/or other financial institutions.
This, along with slower growth in deposits, has resulted in a more challenging environment for Citigroup.
Moreover, 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 are driven by both external market factors and
factors specific to Citigroup, and can be highly volatile.
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, central banks, 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.
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.
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.
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." Under the FDIC's stated preferred "single point of
entry" strategy for such resolution, Citigroup would be placed in receivership; the unsecured long-term debt and
shareholders of Citigroup, including the holders of the notes, would bear any losses; and the operating
subsidiaries would be recapitalized. 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.
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.

5

A reduction of Citigroup's ratings may reduce the market value and liquidity of the notes.
The value of the notes is expected to be affected, in part, by investors' general appraisal of Citigroup's and/or
its affiliates' creditworthiness. Such perceptions are generally influenced by the ratings accorded to the outstanding
securities of Citigroup and/or any of its affiliates by standard statistical rating services, such as Moody's, S&P and
Fitch. A reduction in the rating, if any, accorded to outstanding debt securities (if any) of Citigroup and/or the
securities issued by any of its affiliates by one of these rating agencies could result in a reduction in the trading
value of the notes.
Each rating agency may reduce, suspend or withdraw any such credit 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, suspends or withdraws its rating of Citigroup and/or any affiliate
thereof, the liquidity and market value of the notes are likely to be adversely affected.
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.
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
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.

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 three
months ended March 31, 2020 and 2019 and fiscal
years ended December 31, 2019 and 2018.

At or for the three months ended
At or for the year ended
31 March
31 December

2020 2019
2019
2018

(unaudited)
(audited)

(in millions of U.S. dollars)
(in millions of U.S. dollars)
Income Statement Data:

Total revenues, net of interest expense
20,731
18,576
74,286
72,854

Income from continuing operations
2,534
4,737
19,471
18,088

Citigroup's Net Income
2,522
4,710
19,401
18,045

Balance Sheet Data:

Total assets
2,219,770
1,958,413
1,951,158
1,917,383

Total deposits
1,184,911
1,030,355
1,070,590
1,013,170

Long-term debt
266,098
243,566
248,760
231,999

Total Citigroup stockholders' equity
192,331
196,252
193,242
196,220

Cash Flow Data:

Net cash provided by (used in) operating
$ (25,533)
$ (37,616)
$ (12,837)
$ 36,952
activities of continuing operations

Net cash provided by (used in) investing
$ (72,857)
$ 16,043
$ (23,374)
$ (73,118)
activities of continuing operations

7

Net cash provided by financing activities
$ 191,358 $ 39,537
$ 42,933
$ 44,528
of continuing operations

8

There has been no material adverse change in

Citigroup's prospects since December 31,

2019, the date of the last audited financial

statements.

There has been no significant change in the

financial position or financial performance of

Citigroup since March 31, 2020.

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 (Negative Outlook)

Section B - The Securities

Type and class of securities offered; security
Senior unsecured notes.
identification number
Common Code: 194015062
ISIN: XS1940150623

Currency
Sterling
9

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
July 24, 2019 and prior to December 24, 2023
and (ii) in whole, but not in part, on or after
December 24, 2023, 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 2.750% payable annually on the 24th of
January commencing January 24, 2020. Interest on
the notes accrues from January 24, 2019. Maturity:
January 24, 2024. The interest rate applicable to the
first interest period is 2.750%. 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 2.757% 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
10