Bond CityCorp Inc 5.3% ( US172967HS33 ) in USD

CityCorp Inc

96.83 % ▼

United States

US172967HS33 ( in USD )

5.3% per year ( payment 2 times a year)

05/05/2044

Prospectus brochure of the bond CITIGROUP INC US172967HS33 en USD 5.3%, maturity 05/05/2044

06/05/2026 ( In 167 days )

Citigroup Inc. is a multinational financial services corporation offering a wide range of banking, investment, and financial products and services to individual and institutional clients globally.

The Bond issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967HS33, pays a coupon of 5.3% per year.
The coupons are paid 2 times per year and the Bond maturity is 05/05/2044

PROSPECTUS SUPPLEMENT
(to prospectus dated November 13, 2013)
$1,000,000,000
5.300% Subordinated Notes due 2044
The subordinated notes will mature on May 6, 2044. The subordinated notes will bear interest at a fixed rate equal
to 5.300% per annum. Interest on the notes is payable semi-annually on the 6th day of each May and November,
commencing November 6, 2014. 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, and unless the redemption is approved of by the Federal Reserve.
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, 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 representation to the contrary is a criminal offense.
Per Note
Total
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.583% $995,830,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.875% $
8,750,000
Proceeds to Citigroup (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98.708% $987,080,000
Interest on the subordinated notes will accrue from May 6, 2014 to the date of delivery. Net proceeds to Citigroup
(after expenses) are expected to be approximately $986,905,000.
The underwriters are offering the subordinated notes subject to various conditions. The underwriters expect that
the subordinated notes will be ready for delivery to investors on or about May 6, 2014 in book-entry form only through
the facilities of The Depository Trust Company and its direct participants, including Clearstream and Euroclear.
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
Deutsche Bank Securities
Goldman, Sachs & Co.
HSBC
UBS Investment Bank
Barclays
BB&T Capital Markets
BNP PARIBAS
Capital One Securities
CIBC
Credit Agricole CIB
Fifth Third Securities, Inc.
Lebenthal Capital Markets
MFR Securities, Inc.
Mischler Financial Group, Inc.
nabSecurities, LLC
Nomura
Ramirez & Co., Inc.
RBC Capital Markets
RBS
Santander
Scotiabank
SMBC Nikko
TD Securities
April 29, 2014

TABLE OF CONTENTS
Page
Prospectus Supplement
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Selected Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Description of Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-11
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-11
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
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
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
S-2

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 notes are outstanding
and listed on the Luxembourg Stock Exchange.
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 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.
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 rules and regulations of the SEC. 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 2013 Annual Report on Form 10-K and
described under "Risk Factors" in Citigroup's 2013 Annual Report on Form 10-K.
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" 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 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.
S-3

The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2013,
2012 and 2011 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 Year Ended December 31,
2013
2012
2011
(dollars in millions, except per share amounts)
Income Statement Data:
Total revenues, net of interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
76,366
$
69,128
$
77,331
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,630
7,818
11,147
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,673
7,541
11,067
Dividends declared per common share(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.04
0.04
0.03
Balance Sheet Data:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,880,382
$1,864,660
$1,873,878
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
968,273
930,560
865,936
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
221,116
239,463
323,505
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
204,339
189,049
177,806
(1) Amounts represent Citigroup's historical dividends per common share and have been adjusted to reflect stock splits.
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.
The subordinated notes offered by this prospectus supplement are a new series of subordinated debt securities
issued under Citigroup's subordinated debt indenture. The notes will be limited initially to an aggregate principal
amount of $1,000,000,000.
The subordinated notes will be issued only in fully registered form without coupons, in denominations of $1,000
and integral multiples of $1,000 in excess thereof. All the 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.
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 on May 6, 2014 and will mature on May 6, 2044. The subordinated notes
will bear interest at a fixed rate of 5.300% per annum. Interest on the subordinated notes will be paid semi-annually on
the 6th day of each May and November, commencing November 6, 2014. 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.
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, 2014 was approximately $186.8 billion. This senior
indebtedness consisted of approximately $127.9 billion of long-term debt, approximately $14.9 billion of commercial
paper and approximately $44.0 billion of other short-term borrowings.
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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.
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 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
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
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(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");
(C) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Trust under
(i) the indenture, dated as of September 15, 2006, between Citigroup and The Bank of New York
Mellon, as successor trustee to JPMorgan Chase Bank, N.A., as the same has been or may be amended,
modified, or supplemented from time to time; and (ii) 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 (collectively, the
"junior junior subordinated debt indentures");
(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 indentures.
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.
S-6

UNDERWRITING
Citigroup Global Markets Inc. is acting as sole bookrunning manager for this offering and as representative
of the underwriters named below. The terms and conditions set forth in the terms agreement dated April 29,
2014, 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. The underwriters named below have agreed to
purchase from Citigroup, and Citigroup has agreed to sell to the underwriters, the principal amount of
subordinated notes set forth opposite the name of the underwriter.
Principal Amount of
Underwriter
Subordinated Notes
Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 805,000,000
Deutsche Bank Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,000,000
Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,000,000
HSBC Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,000,000
UBS Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,000,000
Barclays Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
BB&T Capital Markets, a division of BB&T Securities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
BNP Paribas Securities Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Capital One Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
CIBC World Markets Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Credit Agricole Securities (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Fifth Third Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Lebenthal & Co., LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
MFR Securities, Inc.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Mischler Financial Group, Inc.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
nabSecurities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Nomura Securities International, Inc.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
RBC Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
RBS Securities Inc.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Samuel A. Ramirez & Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Santander Investment Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Scotia Capital (USA) Inc.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
SMBC Nikko Securities America, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
TD Securities (USA) LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,000,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,000,000,000
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 0.525% 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 0.315% of 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.
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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 account, may have the effect of preventing or retarding a decline in the market price of the
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.
We estimate that the total expenses of this offering will be $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 it presently intends 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., the sole bookrunning manager 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 Rule 5121 of the
Financial Industry Regulatory Authority. 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 May 6,
2014, which is the fifth 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
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the next business day 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, 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 prospectus supplement or the accompanying prospectus or any other offering
material relating to the notes, in or from any jurisdiction, except when to the best knowledge and belief of the
underwriters it is permitted under applicable laws and regulations. In so doing, the underwriters will not impose
any obligations on Citigroup, except as set forth in the underwriting agreement.
Notice to Prospective Investors in the European Economic Area
In relation to each member state of the European Economic Area that has implemented the Prospectus
Directive (each, a relevant member state), with effect from and including the date on which the Prospectus
Directive is implemented in that relevant member state (the relevant implementation date), an offer of
subordinated notes described in this prospectus supplement may not be made to the public in that relevant
member state prior to the publication of a prospectus in relation to the subordinated notes that has been approved
by the competent authority in that relevant member state or, where appropriate, approved in another relevant
member state and notified to the competent authority in that relevant member state, all in accordance with the
Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer of
securities may be offered to the public in that relevant member state at any time to any legal entity which is a
qualified investor as defined in the Prospectus Directive.
Each purchaser of subordinated notes described in this prospectus supplement located within a relevant
member state will be deemed to have represented, acknowledged and agreed that it is a "qualified investor"
within the meaning of Article 2(1)(e) of the Prospectus Directive.
For purposes of this provision, the expression an "offer to the public" in any relevant member state means
the communication in any form and by any means of sufficient information on the terms of the offer and the
securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the
expression may be varied in that member state by any measure implementing the Prospectus Directive in that
member state, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and
includes any relevant implementing measure in each relevant member state and the expression "2010 PD
Amending Directive" means Directive 2010/73/EC.
The sellers of the subordinated notes have not authorized and do not authorize the making of any offer of
subordinated notes through any financial intermediary on their behalf, other than offers made by the underwriters
with a view to the final placement of the notes as contemplated in this prospectus supplement. Accordingly, no
purchaser of the notes, other than the underwriters, is authorized to make any further offer of the subordinated
notes on behalf of the sellers or the underwriters.
Notice to Prospective Investors in the United Kingdom
This prospectus supplement is only being distributed to, and is only directed at, persons in the United
Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are
also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). This prospectus supplement and its contents are confidential and should not be
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distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the
United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this
document or any of its contents.
Notice to Prospective Investors in France
Neither this prospectus supplement nor any other offering material relating to the subordinated notes
described in this prospectus supplement has been submitted to the clearance procedures of the Autorité des
Marchés Financiers or of the competent authority of another member state of the European Economic Area and
notified to the Autorité des Marchés Financiers. The subordinated notes have not been offered or sold and will
not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus supplement nor any
other offering material relating to the subordinated notes has been or will be:
· released, issued, distributed or caused to be released, issued or distributed to the public in France; or
· used in connection with any offer for subscription or sale of the notes to the public in France.
Such offers, sales and distributions will be made in France only:
· to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint
d'investisseurs), in each case investing for their own account, all as defined in, and in accordance with,
Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code
monétaire et financier;
· to investment services providers authorized to engage in portfolio management on behalf of third
parties; or
· in a transaction that, in accordance with article L.411-2-II-1ª-or-2ª-or 3ª of the French Code monétaire
et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des
Marchés Financiers, does not constitute a public offer (appel public à l'épargne).
The subordinated notes may be resold directly or indirectly, only in compliance with Articles L.411-1,
L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.
Notice to Prospective Investors in Hong Kong
The subordinated notes may not be offered or sold in Hong Kong by means of any document other than
(i) in circumstances which do not constitute an offer to the public within the meaning of the Companies
Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities
and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a "prospectus" within the meaning of the Companies
Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the notes may
be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong
or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in
Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to subordinated
notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional
investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any
rules made thereunder.
Notice to Prospective Investors in Japan
The subordinated notes offered in this prospectus supplement have not been registered under the Financial
Instruments and Exchange Law of Japan. The subordinated notes have not been offered or sold and will not be
offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except
(i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law
and (ii) in compliance with any other applicable requirements of Japanese law.
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