Bond CitiCorp 4.09% ( CA172967JS17 ) in CAD

CitiCorp

100.08 % ▼

United States

CA172967JS17 ( in CAD )

4.09% per year ( payment 2 times a year)

08/06/2025 - Bond has expired

Prospectus brochure of the bond Citigroup CA172967JS17 in CAD 4.09%, expired

172967JS1

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.

Citigroup issued a CAD-denominated bond (ISIN: CA172967JS17, CUSIP: 172967JS1) currently trading at 100.19% of par value, offering a 4.09% interest rate, maturing on August 6, 2025, with semi-annual coupon payments.

Prospectus Supplement
424B2 1 d933142d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class of securities
Maximum aggregate
Amount of registration
to be registered

offering price(1)

fee(2)(3)
4.090% Subordinated Notes due 2025

$478,821,937

$55,639.1

(1)
The U.S. dollar equivalent of the aggregate offering price of the notes has been calculated using the CAD/USD exchange rate as of June 1,
2015 of 0.7983.
(2)
Calculated in accordance with Rule 457(r) of the Securities Act.
(3)
Pursuant to Rule 457(p) under the Securities Act, a total of $1,118,008.99 remains of the relevant portion of fees previously paid with respect
to unsold securities registered on Registration Statement File No. 333-172554, filed on March 2, 2011 by Citigroup Funding Inc., a wholly
owned subsidiary of Citigroup Inc. (the "Registration Fees from File No. 333-172554") and carried forward, of which $55,639.1 is offset
against the registration fee due for this offering and of which $1,062,369.89 of the Registration Fees from File No. 333-172554 remains
available for future registration fee offset. No additional registration fee has been paid with respect to this offering. See the "Calculation of
Registration Fee" table accompanying the filing of Pricing Supplement No. 2015-CMTNG0369 dated February 12, 2015, filed by Citigroup
Inc. on February 17, 2015, for information regarding the portion of Registration Fees from File No. 333-172554 that are being carried
forward.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-192302

PROSPECTUS SUPPLEMENT
(to prospectus dated November 13, 2013)
C$600,000,000

4.090% Subordinated Notes due 2025

The subordinated notes will mature on June 9, 2025. The subordinated notes will bear interest at a fixed rate equal to 4.090% per annum.
Interest on the subordinated notes is payable semi-annually on the 9th day of each June and December, commencing December 9, 2015. The
subordinated notes may not be redeemed prior to maturity unless changes involving United States taxation occur which could require Citigroup to
pay additional amounts, as described under "Description of Debt Securities -- Payment of Additional Amounts" and "--Redemption for Tax
Purposes" in the accompanying prospectus.
The subordinated notes will rank subordinate and junior in right of payment to Citigroup's senior indebtedness, as described in "Description
of Subordinated Notes--Subordination" in this prospectus supplement.
The subordinated notes are being offered globally for sale in the United States, Canada, Europe, Asia and elsewhere where it is lawful to
make such offers. Application will be made to list the subordinated notes on the regulated market of the Luxembourg Stock Exchange, but
Citigroup is not required to maintain this listing. See "Description of Debt Securities -- Listing" in the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission nor the Luxembourg Stock Exchange has approved or
disapproved of these subordinated notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
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representation to the contrary is a criminal offense.

Per Note

Total

Public Offering Price

99.967%
C$599,802,000
Underwriting Discount

0.400%
C$
2,400,000
Proceeds to Citigroup (before expenses)

99.567%
C$597,402,000
Interest on the subordinated notes will accrue from June 9, 2015 to the date of delivery. Net proceeds to Citigroup (after expenses) are
expected to be approximately C$597,184,172.

The underwriters are offering the subordinated notes subject to various conditions. The underwriters expect that the subordinated notes will
be ready for delivery in book-entry form only through CDS Clearing and Depository Services Inc., Clearstream or the Euroclear System on or
about June 9, 2015.
The subordinated notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup. The subordinated notes are not
insured by the Federal Deposit Insurance Corporation or by any other governmental agency or instrumentality.

Citigroup

Scotiabank

BMO Capital Markets

CIBC
National Bank Financial

RBC Capital Markets

TD Securities
Desjardins Capital Markets

HSBC
June 1, 2015
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Forward-Looking Statements
S-3
Selected Historical Financial Data
S-4
Description of Subordinated Notes
S-5
Underwriting
S-12
Conflicts of Interest
S-13
Legal Opinions
S-16
General Information
S-16
Prospectus

Prospectus Summary

1
Forward-Looking Statements

8
Citigroup Inc.

8
Use of Proceeds and Hedging

9
European Monetary Union

10
Description of Debt Securities

10
United States Federal Income Tax Considerations

36
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency

43
Description of Common Stock Warrants

45
Description of Index Warrants

47
Description of Capital Stock

50
Description of Preferred Stock

60
Description of Depositary Shares

62
Description of Stock Purchase Contracts and Stock Purchase Units

65
Plan of Distribution

66
ERISA Considerations

68
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Legal Matters

69
Experts

69

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

S-2
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The distribution or possession of this prospectus and prospectus supplement in or from certain jurisdictions may be restricted by law. Persons
into whose possession this prospectus and prospectus supplement come are required by Citigroup and the underwriters to inform themselves about,
and to observe any such restrictions, and neither Citigroup nor any of the underwriters accepts any liability in relation thereto. See "Underwriting".
In connection with this issue, Citigroup Global Markets Inc. as stabilizing manager (or persons acting on behalf of the stabilizing manager)
may over-allot subordinated notes (provided that the aggregate principal amount of subordinated notes allotted does not exceed 105% of the
aggregate principal amount of the subordinated notes) or effect transactions with a view to supporting the market price of the subordinated notes at
a higher level than that which might otherwise prevail. However, there is no obligation on the stabilizing manager (or persons acting on its behalf)
to undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the final terms of
the subordinated notes is made and, if begun, may be discontinued at any time but must end no later than the earlier of 30 days after the issuance of
the subordinated notes and 60 days after the allotment of the subordinated notes.
This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or
to any person to whom it is not permitted to make such offer or sale. See "Underwriting."
References in this prospectus supplement to "dollars", "$" and "U.S. $" are to United States dollars and to "C$" is to Canadian dollars.
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus and in other information incorporated by reference in this prospectus are forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements are not based on historical
facts but instead represent only Citigroup's and management's beliefs regarding future events. Such statements may be identified by words such as
believe, expect, anticipate, intend, estimate, may increase, may fluctuate, 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 uncertainty and changes in circumstances. Actual results
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 2014 Annual Report on
Form 10-K and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 and described under "Risk Factors" in Citigroup's
2014 Annual Report on Form 10-K.

S-3
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Prospectus Supplement
SELECTED HISTORICAL FINANCIAL DATA
We are providing or incorporating by reference in this prospectus supplement selected historical financial information of Citigroup. We
derived this information from the consolidated financial statements of Citigroup for each of the periods presented. The information is only a
summary and should be read together with the financial information incorporated by reference in this prospectus supplement and the accompanying
prospectus, copies of which can be obtained free of charge. See "Where You Can Find More Information" beginning on page 6 of the
accompanying prospectus.
In addition, you may receive copies of all of Citigroup's filings with the SEC that are incorporated by reference in this prospectus supplement
and the accompanying prospectus free of charge at the office of Citigroup's listing agent, Banque Internationale à Luxembourg, located at 69, route
d'Esch, L-2953 Luxembourg so long as the subordinated notes are listed on the Luxembourg Stock Exchange. Such documents will also be
published on the website of the Luxembourg Stock Exchange (www.bourse.lu) upon listing of the subordinated notes.
The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2014, 2013 and 2012 and its
consolidated unaudited financial statements for the periods ended March 31, 2015 and 2014 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 Three Months

Ended March 31,

At or for the Year Ended December 31,

2015

2014

2014

2013

2012

(dollars in millions, except per share amounts)

Income Statement Data:

Total revenues, net of interest expense

$
19,736 $
20,206 $
77,219 $
76,724 $
69,530
Income from continuing operations

4,817
3,952
7,504
13,616
7,768
Net income

4,770
3,944
7,310
13,659
7,491
Dividends declared per common share(1)

0.01
0.01
0.04
0.04
0.04
Balance Sheet Data:

Total assets

$1,831,801 $1,894,390 $1,842,181 $1,880,035 $1,864,328
Total deposits

899,647
966,263
899,332
968,273
930,560
Long-term debt

210,522
222,747
223,080
221,116
239,463
Total stockholders' equity

214,620
208,116
210,185
203,992
188,717

(1) Amounts represent Citigroup's historical dividends per common share and have been adjusted to reflect stock splits.

S-4
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DESCRIPTION OF SUBORDINATED NOTES
The following description of the particular terms of the subordinated notes supplements the description of the general terms set forth in the
accompanying prospectus. It is important for you to consider the information contained in the accompanying prospectus and this prospectus
supplement before making your decision to invest in the subordinated notes. If any specific information regarding the subordinated notes in this
prospectus supplement is inconsistent with the more general terms of the subordinated notes described in the prospectus, you should rely on the
information contained in this prospectus supplement.
General
The subordinated notes offered by this prospectus supplement are a series of subordinated debt securities issued under
Citigroup's subordinated debt indenture. The subordinated notes will be limited initially to an aggregate principal amount of C$600,000,000.
Citigroup may, without notice to or consent of the holders or beneficial owners of the subordinated notes, issue additional subordinated notes
having the same ranking, interest rate, maturity and other terms as the subordinated notes. Any such additional subordinated notes issued could be
considered part of the same series of notes under the subordinated debt indenture as the subordinated notes.
The subordinated notes will be issued only in fully registered form without coupons, in denominations of C$100,000 and integral multiples
of C$1,000 in excess thereof. All the subordinated notes are unsecured obligations of Citigroup and will rank equally with all other unsecured and
subordinated indebtedness of Citigroup, whether currently existing or hereinafter created, other than subordinated indebtedness that is designated
as junior to the subordinated notes.
The currency for payment for the subordinated notes is Canadian dollars. See "Currency Conversions and Foreign Exchange Risks Affecting
Debt Securities Denominated in a Foreign Currency -- Currency Conversion" in the accompanying prospectus.
The subordinated notes will be issued on June 9, 2015 and will mature on June 9, 2025. The subordinated notes will bear interest at a fixed
rate of 4.090% per annum. Interest on the subordinated notes will be paid semi-annually on the 9th day of each June and December, commencing
December 9, 2015. Except as otherwise described in this prospectus supplement, interest will be paid as described under "Description of Debt
Securities -- Interest Rate Determination -- Fixed Rate Notes" and "-- Payments of Principal and Interest" in the accompanying prospectus.
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Interest will be calculated on the basis of a 360 day year of twelve 30 day months, except interest for any period other than a full semi-annual
period will be calculated on the basis of the actual number of days elapsed and a year of 365 days.
As long as the subordinated notes remain in book-entry form, all payments of interest will be made to the persons in whose names the
subordinated notes are registered at the close of business on the Business Day preceding the interest payment date. A Business Day with respect to
the subordinated notes means a day on which commercial banks settle payments and are open for general business (including dealings in foreign
currency deposits and foreign exchange) in Toronto and New York City.
If a date for payment of interest or principal on the subordinated notes falls on a day that is not a Business Day in the place of payment, such
payment will be made on the next succeeding Business Day in such place of payment as if made on the date such payment was due. No interest
will accrue on any amounts payable for the period from and after the due date for payment of such interest or principal.
All Canadian dollar amounts resulting from the calculation of interest, as described above during the relevant periods, will be rounded to the
nearest cent.
The subordinated notes will rank subordinate and junior in right of payment to Citigroup's senior indebtedness, as described in "--
Subordination" in this prospectus supplement. On a consolidated basis, the aggregate principal amount of senior indebtedness of Citigroup
outstanding as of March 31, 2015 was approximately $224 billion. This senior indebtedness consisted of approximately $185 billion of long-term
debt, approximately $11 billion of commercial paper and approximately $28 billion of other short-term borrowings.

S-5
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The subordinated notes are subject to the defeasance provisions explained in "Description of Debt Securities -- Defeasance; Subordinated
Debt Indenture" in the accompanying prospectus. Any funds or securities deposited pursuant to the defeasance provisions will be C$ or Canadian
government notes.
A fiscal agency agreement has been entered into in relation to the subordinated notes among Citigroup, Citibank, N.A. London office, as
fiscal agent, registrar, calculation agent, principal paying agent and exchange agent, and the other paying agent named therein. Payment of
principal and interest on the subordinated notes will be made through the office of the fiscal agent in London. The holders of subordinated notes
are bound by, and are deemed to have notice of, the provisions of the fiscal agency agreement. Copies of the fiscal agency agreement are available
for inspection during usual business hours at the principal office of the fiscal agent in London.
If conditions (1) through (3) listed in the section "United States Federal Income Tax Considerations -- Non-United States Holders" in the
accompanying prospectus are not satisfied, a non-United States holder generally will be subject to a United States withholding tax of 30% on
interest payments made on a subordinated note. Additionally, non-United States holders should be advised that the IRS has released a new Form
W-8BEN-E for use by entities that are beneficial owners of a payment or another entity that is the beneficial owner.
The following disclosure replaces in full the section "United States Federal Income Tax Considerations -- FATCA Legislation May Impose
Withholding Tax on Debt Securities Held by or through Foreign Entities" in the accompanying prospectus:
Additional Withholding Requirements
Withholding at a rate of 30% generally will be required in certain circumstances on interest in respect of, and after December 31, 2016, gross
proceeds from the disposition of, subordinated notes held by or through certain financial institutions (including investment funds), unless such
institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and
accounts maintained by, the institution that are owned by U.S. persons and to withhold on certain payments or (ii) if required under an
intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority,
which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and applicable foreign
country may modify these requirements. Accordingly, the entity through which the subordinated notes are held will affect the determination of
whether such withholding is required. Similarly, interest in respect of and, after December 31, 2016, gross proceeds from the disposition of,
subordinated notes held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions generally will be
subject to withholding at a rate of 30%, unless such entity either (i) certifies to Citigroup that such entity does not have any "substantial United
States owners" or (ii) provides certain information regarding the entity's "substantial United States owners," which Citigroup will in turn provide
to the United States Department of the Treasury. You are encouraged to consult your tax advisor regarding the possible implications of these rules
on an investment in the subordinated notes.
Subordination
The subordinated notes will be issued under the subordinated debt indenture, will be unsecured obligations of Citigroup, will rank
subordinated and junior in right of payment, to the extent set forth in the indenture, to all "Senior Indebtedness" (as defined below) of Citigroup
and will rank equally with all other unsecured and subordinated indebtedness of Citigroup, whether existing at the time of issuance or created
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thereafter, other than subordinated indebtedness which is designated as junior to the subordinated notes.
If Citigroup defaults in the payment of any principal of, or premium, if any, or interest on any Senior Indebtedness when it becomes due and
payable after any applicable grace period, then, unless and until the

S-6
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default is cured or waived or ceases to exist, Citigroup cannot make a payment on account of or redeem or otherwise acquire the subordinated
notes. Nevertheless, holders of subordinated notes may still receive and retain:

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

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

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

(1)
the principal, premium, if any, and interest in respect of (A) indebtedness for money borrowed and (B) indebtedness evidenced by securities,
notes, debentures, bonds or other similar instruments issued by Citigroup, including all indebtedness (whether now or hereafter outstanding)
issued under (i) an indenture dated November 13, 2013 between Citigroup and The Bank of New York Mellon, as trustee, as the same has
been or may be amended, modified or supplemented from time to time, and (ii) an indenture dated March 15, 1987, between Citigroup and
The Bank of New York Mellon, as successor trustee, as the same has been or may be amended, modified or supplemented from time to time;

(2)
all capital lease obligations of Citigroup;

(3)
all obligations of Citigroup issued or assumed as the deferred purchase price of property, all conditional sale obligations of Citigroup and all
obligations of Citigroup under any conditional sale or title retention agreement, but excluding trade accounts payable in the ordinary course
of business;

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

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

(6)
all obligations of the type referred to in clauses (1) through (5) above of other persons for the payment which Citigroup is responsible or
liable as obligor, guarantor or otherwise; and

(7)
all obligations of the type referred to in clauses (1) through (6) above of other persons secured by any lien on any property or asset of
Citigroup, whether or not such obligation is assumed by Citigroup;
except that Senior Indebtedness does not include:
(A) any other indebtedness issued under the subordinated debt indenture;
(B) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Trust under (i) the indenture, dated as of October 7,
1996, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as trustee, as the same has been or may be amended, modified, or supplemented from time to time, and (ii) the indenture,
dated as of July 23, 2004, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank , as trustee,
as the same has been or may be amended, modified, or supplemented from time to time (collectively, the "junior subordinated debt
indentures");

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(C) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Trust under the indenture, dated as of June 28, 2007,
between Citigroup and The Bank of New York Mellon (formerly The Bank of New York), as trustee, as the same has been or may be
amended, modified, or supplemented from time to time the "junior junior subordinated debt indenture");
(D) any guarantee in respect of any preferred securities, capital securities or preference stock of a Citigroup Trust;
(E) any indebtedness or any guarantee that is by its terms subordinated to, or ranks equally with, the subordinated notes and the
issuance of which (x) has received the concurrence or approval of the staff of the Federal Reserve Bank of New York or the staff of the Board
of Governors of the Federal Reserve System or (y) does not at the time of issuance prevent the subordinated notes from qualifying for Tier 2
capital treatment (irrespective of any limits on the amount of Citigroup's Tier 2 capital) under the applicable capital adequacy guidelines,
regulations, policies or published interpretations of the Board of Governors of the Federal Reserve System or any applicable concurrence or
approval of the Federal Reserve Bank of New York or its staff.
"Citigroup Trust" means each of Citigroup Capital III, Citigroup Capital XIII and Capital XVIII, each a Delaware statutory trust, or any other
similar trust created for the purpose of issuing preferred securities in connection with the issuances of junior subordinated notes under the junior
subordinated debt indentures or the junior junior subordinated debt indenture.
Such Senior Indebtedness shall continue to be Senior Indebtedness and be entitled to the benefits of these subordination provisions
irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.
Book-Entry Notes
The information set out below in connection with CDS Clearing and Depository Services Inc. ("CDS") is subject to any change in or
reinterpretation of the rules, regulations and procedures of the clearing system currently in effect. Information regarding the Euroclear System and
Clearstream is set forth in the accompanying prospectus under "Description of Debt Securities -- Book-Entry Procedures and Settlement." The
information in this section concerning the clearing systems has been obtained from sources that we believe to be reliable, but neither we nor any
underwriter takes any responsibility for the accuracy thereof.
Investors wishing to use the facilities of any of the clearing systems are advised to confirm the applicability of the rules, regulations and
procedures of the relevant clearing system. Neither Citigroup nor any other party to the fiscal agency agreement will have any responsibility or
liability for any aspect of the records relating to, or payments made on account of interests in the subordinated notes held through the facilities of,
any clearing system or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
General
The subordinated notes will be represented by beneficial interests in fully registered permanent global notes (the "global notes") without
interest coupons attached, which will be registered in the name of CDS & Co. and will be deposited with CDS on or about June 9, 2015.
Investors must hold their positions in the subordinated notes through CDS, or Euroclear or Clearstream through their Canadian
subcustodians at CDS.
Beneficial interests in the global notes will be represented through, and transfers thereof will be effected only through, book-entry accounts
of financial institutions acting on behalf of beneficial owners as direct and indirect participants in CDS. Clearstream and Euroclear will hold
interests on behalf of their participants through customers' securities accounts in their respective names on the books of their respective Canadian
subcustodians, each of which is a Canadian Schedule I chartered bank ("Canadian subcustodians"), which in turn will hold such interests in
customers' securities accounts in the names of the Canadian subcustodians on the books of CDS.

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All payments of principal and interest on the subordinated notes will be made in Canadian dollars. Payments on the global notes will be
made on behalf of Citigroup by the fiscal agent to CDS, and CDS will distribute the payment received to its participants, including the Canadian
subcustodians of Clearstream and Euroclear. However, when interests in the notes are held through The Depository Trust Company ("DTC"), all
payments in respect of such notes will be made in U.S. dollars, unless the holder of a beneficial interest in such notes elects to receive payment in
Canadian dollars. All payments made by the fiscal agent on Citigroup's behalf shall discharge the liability of Citigroup under the subordinated
notes to the extent of the sums so paid.
Additional Information regarding Clearing and Settlement
Links have been established among CDS, Clearstream and Euroclear to facilitate initial issuance of the subordinated notes and cross-market
transfers of the subordinated notes associated with secondary market trading. CDS will be directly linked to Clearstream and Euroclear through the
CDS accounts of their respective Canadian subcustodians.
Global Clearance and Settlement Procedures
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Initial settlement for the subordinated notes will be made in immediately available Canadian dollar funds.
Secondary market trading between CDS participants will be in accordance with market conventions applicable to transactions in book-based
Canadian domestic bonds. Secondary market trading between Clearstream participants and/or Euroclear participants will occur in the ordinary way
in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable
to conventional Eurobonds in immediately available funds.
Transfers between CDS and Clearstream or Euroclear
Cross-market transfers between persons holding directly or indirectly through CDS participants, on the one hand, and directly or indirectly
through Clearstream or Euroclear participants, on the other, will be effected in CDS in accordance with CDS rules; however, such cross-market
transactions will require delivery of instructions to the relevant clearing system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines. The relevant clearing system will, if the transaction meets its settlement requirements, deliver
instructions to CDS directly or through its Canadian subcustodian to take action to effect final settlement on its behalf by delivering or receiving
subordinated notes in CDS, and making or receiving payment in accordance with normal procedures for settlement in CDS. Clearstream
participants and Euroclear participants may not deliver instructions directly to CDS or the Canadian subcustodians.
Because of time-zone differences, credits of subordinated notes received in Clearstream or Euroclear as a result of a transaction with a CDS
participant may be made during subsequent securities settlement processing and dated the business day following the CDS settlement date. Such
credits or any transactions in such subordinated notes settled during such processing will be reported to the relevant Clearstream participants or
Euroclear participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of subordinated notes by or through a
Clearstream participant or a Euroclear participant to a CDS participant will be received with value on the CDS settlement date but will be available
in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in CDS.
CDS Clearing and Depository Services Inc.
CDS is Canada's national securities clearing and depositary services organization. Functioning as a service utility for the Canadian financial
community, CDS provides a variety of computer automated services for financial institutions and investment dealers active in domestic and
international capital markets. CDS participants include banks (including the Canadian subcustodians), investment dealers and trust companies and
may include certain of the underwriters. Indirect access to CDS is available to other organizations that clear through or maintain a custodial
relationship with a CDS participant. Transfers of ownership and other interests, including cash

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distributions, in subordinated notes in CDS may only be processed through CDS participants and will be completed in accordance with existing
CDS rules and procedures. CDS is headquartered in Toronto and has offices in Montreal, Vancouver and Calgary.
CDS is a subsidiary of The Canadian Depository for Securities Limited, part of TMX Group Limited. It is affiliated with CDS Inc., which
provides services to the Canadian Securities Administrators, and CDS Innovations Inc., a commercial marketer of CDS information products such
as CDS Bulletins and entitlements information.
Although the foregoing, together with the information in the accompanying prospectus, sets out the procedures of Euroclear, Clearstream and
CDS in order to facilitate the transfers of interests in the subordinated notes among participants of CDS, Clearstream and Euroclear, none of
Euroclear, Clearstream or CDS is under any obligation to perform or continue to perform such procedures, and such procedures may be
discontinued at any time. Neither we, the fiscal agent, the registrar, the trustee, any paying agent, any underwriter or any affiliate of any of the
above, nor any person by whom any of the above is controlled for the purposes of the United States Securities Act of 1933, as amended, will have
any responsibility for the performance by CDS, Euroclear and Clearstream or their respective direct or indirect participants or accountholders of
their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the arrangements
described above.
Definitive Notes and Paying Agents
If CDS notifies Citigroup that it is unwilling or unable to continue as depositary in connection with the global notes or ceases to be a
recognized clearing agency under the Securities Act (Ontario) or other applicable Canadian securities legislation, and a successor depositary is not
appointed by Citigroup within a reasonable period after receiving such notice or becoming aware that CDS is no longer so recognized, or if both
Clearstream and Euroclear notify Citigroup that they are unwilling or unable to continue as a clearing system in connection with the subordinated
notes, or if Citigroup in its sole discretion decides to allow some or all of the subordinated notes to be exchangeable for definitive securities in
registered form, then the beneficial owners of subordinated notes affected by such events will be notified through the relevant chain of
intermediaries that definitive notes are available. Beneficial owners of affected book-entry notes will then be entitled (1) to receive physical
delivery in certificated form of definitive notes equal in principal amount to their beneficial interest and (2) to have the definitive notes registered
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in their names. The definitive notes will be issued in denominations of C$100,000 and integral multiples of C$1,000 in excess thereof. Definitive
notes will be registered in the name or names of the person or persons CDS, Euroclear and Clearstream specify in a written instruction to the
registrar. CDS or Euroclear and Clearstream may base their written instruction upon directions they receive from their participants. Thereafter, the
holders of the definitive notes will be recognized as the "holders" of the subordinated notes under the indenture.
The indenture provides for the replacement of a mutilated, lost, stolen or destroyed definitive note, so long as the applicant furnishes to
Citigroup and the trustee such security or indemnity and such evidence of ownership as they may require.
In the event definitive notes are issued, the holders of definitive notes will be able to receive payments of principal and interest on their
subordinated notes at the office of Citigroup's paying agents maintained in Toronto and in London. Payment of principal of a definitive note may
be made only against surrender of the note to one of Citigroup's paying agents. Citigroup also has the option of mailing checks to the registered
holders of the subordinated notes.
Citigroup's correspondent bank in Toronto is Citibank Canada, located at 123 Front Street West, Toronto, Canada. Citigroup's paying agent
in London is Citibank, N.A., London office, located at Citigroup Centre, Canada Square, Canary Wharf, London, England.

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In the event definitive notes are issued, the holders of definitive notes will be able to transfer their subordinated notes, in whole or in part, by
surrendering the subordinated notes for registration of transfer at the office of Citibank Canada, Toronto office, or Citibank, N.A., London office,
duly endorsed by or accompanied by a written instrument of transfer in form satisfactory to Citigroup and the registrar. Upon surrender, Citigroup
will execute, and the authenticating agent will authenticate and deliver, new subordinated notes to the designated transferee in the amount being
transferred, and a new subordinated note for any amount not being transferred will be issued to the transferor. Such new subordinated notes will be
delivered free of charge at the offices of Citibank, N.A. in London or Citibank Canada in Toronto, as requested by the owner of such new
subordinated notes. Citigroup will not charge any fee for the registration of transfer or exchange, except that it may require the payment of a sum
sufficient to cover any applicable tax or other governmental charge payable in connection with the transfer.

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UNDERWRITING
Citigroup Global Markets Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., RBC
Dominion Securities Inc. and TD Securities Inc. are acting as joint-bookrunning managers for this offering. The terms and conditions set forth in
the terms agreement dated June 1, 2015, which incorporates by reference the underwriting agreement basic provisions dated March 2, 2006, govern
the sale and purchase of the subordinated notes. The terms agreement and the underwriting agreement basic provisions are referred to together as
the underwriting agreement. Each underwriter named below has agreed to purchase from Citigroup, and Citigroup has agreed to sell to each
underwriter, the principal amount of subordinated notes set forth opposite the name of each underwriter.
Principal Amount
Underwriter

of Subordinated Notes
Citigroup Global Markets Inc.

C$
81,000,000
Scotia Capital Inc.

C$
81,000,000
BMO Nesbitt Burns Inc.

C$
81,000,000
CIBC World Markets Inc.

C$
81,000,000
National Bank Financial Inc.

C$
81,000,000
RBC Dominion Securities Inc.

C$
81,000,000
TD Securities Inc.

C$
81,000,000
Desjardins Securities Inc.

C$
16,500,000
HSBC Securities (Canada) Inc.

C$
16,500,000

Total

C$
600,000,000

The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the subordinated notes is
subject to the approval of legal matters by their counsel and to other conditions. The underwriters are committed to take and pay for all of the
subordinated notes if any are taken.
The underwriters propose to offer part of the subordinated notes directly to the public at the public offering price set forth on the cover page
of this prospectus supplement and to certain dealers at the public offering price less a concession not in excess of 0.250% of the principal amount of
the subordinated notes. The underwriters may allow, and such dealers may reallow, a concession to certain other dealers not in excess of 0.150% of
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the principal amount of the subordinated notes.
After the public offering, the public offering price and the concessions to dealers may be changed by the underwriters.
The underwriters are offering the subordinated notes subject to prior sale and their acceptance of the subordinated notes from Citigroup. The
underwriters may reject any order in whole or in part.
Citigroup has agreed to indemnify the underwriters against liabilities relating to material misstatements and omissions.
In connection with the offering, the underwriters may purchase and sell subordinated notes in the open market. Purchases and sales in the
open market may include short sales, purchases to cover short positions and stabilizing purchases.

· Short sales involve secondary market sales by the underwriters of a greater number of subordinated notes than they are required to

purchase in the offering.

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

· Covering transactions involve purchases of the subordinated notes in the open market after the distribution has been completed in order to

cover short positions.
Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have
the effect of preventing or retarding a decline in the market price of the

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subordinated notes. They may also cause the price of the subordinated notes to be higher than it would otherwise be in the absence of such
transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. The underwriters are not required to
engage in any of these activities and may end any of these activities at any time. The underwriters may also impose a penalty bid. Penalty bids
permit an underwriter to reclaim a selling concession from a syndicate member when that underwriter, in covering syndicate short positions or
making stabilizing purchases, purchases subordinated notes originally sold by that syndicate member.
We estimate that the total expenses of this offering will be U.S.$175,000.
The subordinated notes are a new series of securities with no established trading market. Citigroup will apply for listing and trading of the
subordinated notes on the regulated market of the Luxembourg Stock Exchange but we are not required to maintain this listing. See "Description of
Debt Securities -- Listing" in the accompanying prospectus. Citigroup has been advised by the underwriters that they presently intend to make a
market in the subordinated notes, as permitted by applicable laws and regulations. The underwriters are not obligated, however, to make a market
in the subordinated notes and may discontinue any market making at any time at their sole discretion. Accordingly, Citigroup can make no
assurance as to the liquidity of, or trading markets for, the subordinated notes.
The underwriters and their affiliates may engage in transactions (which may include commercial banking transactions) with, and perform
services for, Citigroup or one or more of its affiliates in the ordinary course of business for which they may receive customary fees and
reimbursement of expenses.
Conflicts of Interest. Citigroup Global Markets Inc., one of the joint-bookrunning managers for this offering, is a subsidiary of Citigroup.
Accordingly, the offering of the subordinated notes will conform with the requirements addressing conflicts of interest when distributing the
securities of an affiliate set forth in FINRA Rule 5121. Client accounts over which Citigroup Global Markets Inc. or any affiliate have investment
discretion are not permitted to purchase the subordinated notes, either directly or indirectly, without the specific written approval of the
accountholder.
This prospectus supplement, together with the accompanying prospectus, may also be used by Citigroup's broker-dealer subsidiaries or other
subsidiaries or affiliates of Citigroup in connection with offers and sales of the subordinated notes in market-making transactions at negotiated
prices related to prevailing market prices at the time of sale. Any of these subsidiaries may act as principal or agent in such transactions.
We expect that delivery of the subordinated notes will be made against payment therefor on or about June 9, 2015, which is the sixth business
day after the date hereof. Under Rule 15c6-1 of the Securities Exchange Act, trades in the secondary market generally are required to settle in
three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the subordinated
notes on the date hereof or the next three business days will be required, by virtue of the fact that the subordinated notes initially will not settle in
T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
The subordinated notes are being offered globally for sale in the United States, Canada, Europe, Asia and elsewhere where it is lawful to
make such offers.
Purchasers of the subordinated notes may be required to pay stamp taxes and other charges in accordance with the laws and practices of the
country of purchase in addition to the issue price set forth on the cover page of this document.
The underwriters have agreed that they will not offer, sell or deliver any of the subordinated notes, directly or indirectly, or distribute this
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