Bond CityCorp Inc 4.125% ( US172967KU42 ) in USD

CityCorp Inc

99.471 % ▼

United States

US172967KU42 ( in USD )

4.125% per year ( payment 2 times a year)

24/07/2028

Prospectus brochure of the bond Citigroup Inc US172967KU42 en USD 4.125%, maturity 24/07/2028

1 000 USD

1 750 000 000 USD

172967KU4

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

25/01/2026 ( In 66 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 US172967KU42, pays a coupon of 4.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 24/07/2028

The Bond issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967KU42, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by CityCorp Inc ( United States ) , in USD, with the ISIN code US172967KU42, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
424B2 1 d214709d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

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

offering price

Fee(1)(2)
4.125% Subordinated Notes due 2028

$1,495,365,000
$150,583.26

(1)
Calculated in accordance with Rule 457(r) of the Securities Act.

(2)
Pursuant to Rule 456(b) under the Securities Act, a total of $1,249,091.05 remains of the fees previously paid on January 8, 2016. The filing
fee for this issuance of $150,583.26 is offset against that amount, such that $1,098,507.79 remains available for future registration fees.
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-192302
PROSPECTUS SUPPLEMENT
(to prospectus dated November 13, 2013)
$1,500,000,000

4.125% Subordinated Notes due 2028

The subordinated notes will mature on July 25, 2028. The subordinated notes will bear interest at a fixed rate equal to 4.125% per annum.
Interest on the notes is payable semi-annually on the 25th day of each January and July, commencing January 25, 2017. 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
99.691%
$1,495,365,000
Underwriting Discount
0.450%
$
6,750,000
Proceeds to Citigroup (before expenses)
99.241%
$1,488,615,000
Interest on the subordinated notes will accrue from July 25, 2016 to the date of delivery. Net proceeds to Citigroup (after expenses) are
expected to be approximately $1,488,440,000.

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 July 25, 2016 in book-entry form only through the facilities of The Depository Trust Company and
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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

BNY Mellon Capital Markets, LLC

Danske Markets Inc.

HSBC
Scotiabank

SOCIETE GENERALE

TD Securities
UBS Investment Bank

UniCredit Capital Markets
Academy Securities, Inc.

BB&T Capital Markets

Capital One Securities
CIBC Capital Markets

COMMERZBANK

Credit Agricole CIB
Great Pacific Securities

Guzman & Company

Imperial Capital
Lloyds Securities

Mischler Financial Group, Inc.

Nomura
RBC Capital Markets

Regions Securities LLC

Standard Chartered Bank

US Bancorp

July 18, 2016
Table of Contents
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-8
Conflicts of Interest
S-9
Legal Opinions
S-12
General Information
S-13
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
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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
Table of Contents
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.
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 2015 Annual Report on
Form 10-K and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 and described under "Risk Factors" in Citigroup's
2015 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" 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.

S-3
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Prospectus Supplement
Table of Contents
The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2015, 2014, and 2013 and its
consolidated unaudited financial statements for the periods ended March 31, 2016 and 2015 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 Quarter
At or for the Year

Ended March 31

Ended December 31,

2016

2015

2015

2014

2013

(dollars in millions, except per share amounts)

Income Statement Data:

Total revenues, net of interest expense

$
17,555
$
19,736
$
76,354
$
77,219
$
76,724
Income from continuing operations

3,508

4,817

17,386

7,504

13,616
Net income

3,501

4,770

17,242

7,310

13,659
Dividends declared per common share

0.05

0.01

0.16

0.04

0.04
Balance Sheet Data:

Total assets

1,800,967
1,831,801
$1,731,210
$1,842,181
$1,880,035
Total deposits

934,591

899,647

907,887

899,332

968,273
Long-term debt

207,835

210,522

201,275

223,080

221,116
Total stockholders' equity

227,522

214,620

221,857

210,185

203,992
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 $1,500,000,000.
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 July 25, 2016 and will mature on July 25, 2028. The subordinated notes will bear interest at a fixed
rate of 4.125% per annum. Interest on the subordinated notes will be paid semi-annually on the 25th day of each January and July, commencing
January 25, 2017. 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, 2016 was approximately $199 billion. This senior indebtedness consisted of approximately $178 billion of long-term
debt, approximately $10 billion of commercial paper and approximately $11 billion of other short-term borrowings.

S-4
Table of Contents
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 note. Non-United States holders are advised that IRS Form W-8BEN-E, rather than IRS Form W-8BEN, should be
used 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:
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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, 2018, gross
proceeds from the disposition of, 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 notes are held will affect the determination of whether such withholding is required.
Similarly, interest in respect of and, after December 31, 2018, gross proceeds from the disposition of, 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 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
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.

S-5
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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

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Prospectus Supplement
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");
(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; or
(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.

S-6
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"Citigroup Trust" means each of Citigroup Capital III, Citigroup Capital XIII and Citigroup 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.

S-7
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UNDERWRITING
Citigroup Global Markets Inc. is acting as sole book-running manager for this offering and as representative of the underwriters named below.
The terms and conditions set forth in the terms agreement dated July 18, 2016, 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 of
Underwriter

Subordinated Notes
Citigroup Global Markets Inc.

$ 1,200,000,000
BNY Mellon Capital Markets, LLC

$
22,500,000
Danske Markets Inc.

$
22,500,000
HSBC Securities (USA) Inc.

$
22,500,000
Scotia Capital (USA) Inc.

$
22,500,000
SG Americas Securities, LLC

$
22,500,000
TD Securities (USA) LLC

$
22,500,000
UBS Securities LLC

$
22,500,000
UniCredit Capital Markets LLC

$
22,500,000
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Academy Securities, Inc.

$
7,500,000
BB&T Capital Markets, a division of BB&T Securities, LLC

$
7,500,000
Capital One Securities, Inc.

$
7,500,000
CIBC World Markets Corp.

$
7,500,000
Commerz Markets LLC

$
7,500,000
Credit Agricole Securities (USA) Inc.

$
7,500,000
Great Pacific Securities

$
7,500,000
Guzman & Company

$
7,500,000
Imperial Capital, LLC

$
7,500,000
Lloyds Securities Inc.

$
7,500,000
Mischler Financial Group, Inc.

$
7,500,000
Nomura Securities International, Inc.

$
7,500,000
RBC Capital Markets, LLC

$
7,500,000
Regions Securities LLC

$
7,500,000
Standard Chartered Bank*

$
7,500,000
U.S. Bancorp Investments, Inc.

$
7,500,000

Total

$ 1,500,000,000

* Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered
broker-dealers as permitted by the regulations of FINRA.
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 0.270% 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 0.160% 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.

S-8
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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. 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 notes originally sold by that syndicate member.
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 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
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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 book-running 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 July 25, 2016, 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 which has implemented the Prospectus Directive (each, a "Relevant
Member State"), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the subordinated
notes which are the subject of the offering contemplated by this prospectus supplement as completed by the final terms in relation thereto to the
public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such
subordinated notes 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;

· at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to

obtaining the prior consent of the relevant underwriter or underwriter nominated by the final term in relation thereto; or

· at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of subordinated notes referred to in (a) to (c) above shall require the Company or an Underwriter to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For purposes of this provision, the expression an "offer of the subordinated notes to the public" in relation to any subordinated notes 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
subordinated notes to be offered so as to enable an investor to decide to purchase or subscribe to purchase the subordinated notes, as the same 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 (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in
each Relevant Member State.
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 subordinated notes as
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Prospectus Supplement
contemplated in this prospectus supplement. Accordingly, no purchaser of the subordinated notes, other than the underwriters, is authorized to
make any further offer of the subordinated notes on behalf of the sellers or the underwriters.
This EEA selling restriction is in addition to other selling restrictions set out below.

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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 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-1°-or-2°-or 3° 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 subordinated 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.

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Notice to Prospective Investors in Japan
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Prospectus Supplement
The subordinated notes offered in this prospectus supplement have not been and will not be 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 (including any corporation or other entity organized under the laws 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.
Notice to Prospective Investors in Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus
supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the subordinated
notes may not be circulated or distributed, nor may the subordinated notes be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the
Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to
Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with
the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.
Where the subordinated notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

· a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments

and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

· a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an

individual who is an accredited investor,
shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust
shall not be transferred within six months after that corporation or that trust has acquired the subordinated notes pursuant to an offer made under
Section 275 of the SFA except

· to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA,
or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that

corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign
currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for
corporations, in accordance with the conditions specified in Section 275 of the SFA;

· where no consideration is or will be given for the transfer; or

· where the transfer is by operation of law.
LEGAL OPINIONS
The validity of the subordinated notes will be passed upon for Citigroup by Barbara Politi, Esq., Assistant General Counsel -- Capital
Markets & Corporate Reporting of Citigroup, and for the underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York, New York. Skadden,
Arps, Slate, Meagher & Flom LLP, New York, New York, has acted as counsel to Citigroup in connection with matters related to the issuance of
the notes. Ms. Politi beneficially owns, or has rights to acquire under Citigroup's employee benefit plans, an aggregate of less than 1% of
Citigroup's common stock. Cleary Gottlieb Steen & Hamilton LLP has from time to time acted as counsel for Citigroup and its subsidiaries and
may do so in the future.

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GENERAL INFORMATION
Application will be made to list the subordinated notes on the regulated market of the Luxembourg Stock Exchange. The listing prospectus
and Citigroup's current annual and quarterly reports, as well as all other documents incorporated by reference in the listing prospectus, will be
published on the website of the Luxembourg Stock Exchange (www.bourse.lu) so long as any of the subordinated notes are outstanding and listed
on the Luxembourg Stock Exchange.
You can also request copies (free of charge) of (1) this prospectus supplement, the accompanying prospectus and the indenture, and
(2) Citigroup's annual, quarterly and current reports, as well as other documents incorporated by reference in this prospectus supplement, including
future annual, quarterly and current reports, by following the directions under "Where You Can Find More Information" on page 6 of the
accompanying prospectus.
Resolutions relating to the issue and sale of the subordinated notes were adopted by the board of directors of Citigroup on January 29, 2016,
and by the Funding Committee of the board of directors dated as of July 18, 2016.
The subordinated notes have been accepted for clearance through Euroclear and Clearstream and have been assigned Common Code
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Document Outline

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