Bond CitiCorp 0% ( US17308CC380 ) in USD

Issuer CitiCorp
Market price 100 %  ▲ 
Country  United States
ISIN code  US17308CC380 ( in USD )
Interest rate 0%
Maturity 04/11/2022 - Bond has expired



Prospectus brochure of the bond Citigroup US17308CC380 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 500 000 000 USD
Cusip 17308CC38
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description 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's USD 500,000,000 0% bond (CUSIP: 17308CC38, ISIN: US17308CC380), issued in the United States, matured on November 4, 2022, and has been repaid at 100% of face value.







424B2
424B2 1 d823152d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-224495

PROSPECTUS SUPPLEMENT
(to prospectus dated June 27, 2019)
$500,000,000

Floating Rate Notes due 2022


The notes will mature on November 4, 2022. The notes will bear interest at a floating rate equal to SOFR (as defined on page S-6 and compounding daily over
each interest period as described in "Description of the Notes" below) plus 0.870%. Interest on the notes is payable quarterly in arrears on the second Business Day (as
defined on page S-8) following each interest period end date, commencing on February 6, 2020. An interest period end date is the 4th of each February, May, August
and November, commencing on February 4, 2020 and ending on the maturity date.
Citigroup may redeem the notes (i) in whole, but not in part, on November 4, 2021 and (ii) in whole, but not in part, on or after October 4, 2022, at the
redemption price described under "Description of Notes" below. In addition, Citigroup may redeem the notes prior to maturity if changes involving United States
taxation occur which could require Citigroup to pay additional amounts, as described under "Description of Debt Securities -- Payment of Additional Amounts" and
"-- Redemption for Tax Purposes" in the accompanying prospectus.
The 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 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.
Investing in the notes involves a number of risks. See the "Risk Factors" section beginning on page S-3, where specific risks associated with
the notes are described, and the factors listed and described under "Risk Factors" in our annual report on Form 10-K for the year ended
December 31, 2018, along with the other information in, or incorporated by reference in, this prospectus supplement and the accompanying
prospectus before you make your investment decision.
Neither the Securities and Exchange Commission nor any state securities commission nor the Luxembourg Stock Exchange has approved or disapproved of these
notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.




Per Note
Total

Public Offering Price
100.000%
$ 500,000,000
Underwriting Discount

0.250%
$
1,250,000
Proceeds to Citigroup (before expenses)
99.750%
$ 498,750,000
Interest on the notes will accrue from November 4, 2019 to the date of delivery. Net proceeds to Citigroup (after expenses) are expected to be approximately
$498,575,000.


The underwriters are offering the notes subject to various conditions. The underwriters expect that the notes will be ready for delivery to investors on or about
November 4, 2019, in book-entry form only through the facilities of The Depository Trust Company and its direct participants, including Clearstream and Euroclear.
The notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup. The notes are not insured by the Federal Deposit Insurance
Corporation or by any other governmental agency or instrumentality.


Citigroup

COMMERZBANK

Credit Suisse

Mizuho Securities
Nomura

PNC Capital Markets LLC

RBC Capital Markets
Santander

Standard Chartered Bank

Swedbank
TD Securities


Banco de Sabadell, S.A.

Bancroft Capital, LLC

Bank of China
Capital Institutional Services, Inc.

Citizens Capital Markets

Desjardins Capital Markets
Drexel Hamilton

Global Oak Capital Markets

Jefferies
KeyBanc Capital Markets

Mischler Financial Group, Inc.

MUFG
nabSecurities, LLC

National Bank of Canada Financial Markets

North South Capital, LLC
R. Seelaus & Co., LLC

Rabo Securities

Tribal Capital Markets, LLC
https://www.sec.gov/Archives/edgar/data/831001/000119312519277960/d823152d424b2.htm[10/30/2019 9:54:14 AM]


424B2

UniCredit Capital Markets

October 28, 2019
Table of Contents
TABLE OF CONTENTS


Page
Prospectus Supplement

Risk Factors
S-3
Forward-Looking Statements
S-4
Selected Historical Financial Data
S-4
Description of Notes
S-5
Underwriting
S-10
Conflicts of Interest
S-11
Legal Opinions
S-14
General Information
S-15
Prospectus

Prospectus Summary

1
Forward-Looking Statements

8
Citigroup Inc.

10
Use of Proceeds and Hedging

13
European Monetary Union

15
Description of Debt Securities

15
United States Federal Income Tax Considerations

45
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency

52
Description of Common Stock Warrants

54
Description of Index Warrants

56
Description of Capital Stock

59
Description of Preferred Stock

76
Description of Depositary Shares

78
Description of Stock Purchase Contracts and Stock Purchase Units

81
Plan of Distribution

82
ERISA Considerations

84
Legal Matters

85
Experts

85


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, and the underwriters 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 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.
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."

S-1
https://www.sec.gov/Archives/edgar/data/831001/000119312519277960/d823152d424b2.htm[10/30/2019 9:54:14 AM]


424B2
Table of Contents
In connection with this issue, Citigroup Global Markets Inc. as stabilizing manager (or persons acting on behalf of the stabilizing manager) may
over-allot notes (provided that the aggregate principal amount of notes allotted does not exceed 105% of the aggregate principal amount of the notes) or
effect transactions with a view to supporting the market price of the 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 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 notes and 60 days after the allotment of the notes.
Prohibition of sales to EEA retail investors. The notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the
meaning of Directive (EU) 2016/97 ("IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in the Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs only target market. The target market for the notes is (i) eligible counterparties
and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the notes to eligible counterparties and professional
clients are appropriate.
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.

S-2
Table of Contents
RISK FACTORS
Your investment in the notes will involve several risks. You should carefully consider the following discussion of risks, the other information in this
prospectus supplement and accompanying prospectus, and the factors listed under "Forward-Looking Statements" in Citigroup's 2018 Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019 and described under "Risk Factors"
in Citigroup's 2018 Annual Report on Form 10-K before deciding whether an investment in the securities is suitable for you.
SOFR is a relatively new market index and as the related market continues to develop, there may be an adverse effect on the notes.
The Federal Reserve Bank of New York (the "NY Federal Reserve") began to publish SOFR in April 2018. Although the NY Federal Reserve has
also begun publishing historical indicative SOFR going back to 2014, such prepublication historical data inherently involves assumptions, estimates and
approximations. You should not rely on any historical changes or trends in SOFR as an indicator of the future performance of SOFR. Since the initial
publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates. As a
result, the return on the notes may fluctuate more than floating rate securities that are linked to less volatile rates.
Also, since SOFR is a relatively new market index, the notes may have no established trading market when issued, and an established trading market
may never develop or may not be liquid. Market terms for securities indexed to SOFR, such as the spread in the index reflected in interest rate provisions,
may evolve over time, and trading prices of the notes may be lower than those of later-issued SOFR-linked securities as a result. Similarly, if SOFR does
not prove to be widely used in securities like the notes, the trading price of the notes may be lower than those of securities linked to rates that are more
widely used. You may not be able to sell the notes at all or may not be able to sell the notes at prices that will provide a yield comparable to similar
investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.
The NY Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to important limitations, indemnification obligations and
disclaimers, including that the NY Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability of
SOFR at any time without notice. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially
adverse to the interests of investors in the notes. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or
discontinuance may result in a reduction of the interest payable on the notes and a reduction in the trading price of the notes.
The formula used to determine the interest rate on the notes is relatively new in the market, and as the related market continues to develop
there may be an adverse effect on return on or value of the notes.
The interest rate on the notes is based on a formula used to calculate a daily compounded SOFR rate, which is relatively new in the market. For each
interest period, the interest rate on the notes is based on a daily compounded SOFR rate calculated using the formula described in "Description of the
https://www.sec.gov/Archives/edgar/data/831001/000119312519277960/d823152d424b2.htm[10/30/2019 9:54:14 AM]


424B2
Notes" below. This interest rate will not be the SOFR rate published on or for a particular day during such interest period or an average of SOFR rates
during such period. Also, if the SOFR rate for a particular day during an interest period is negative, the portion of the Accrued Interest Compounding
Factor specifically attributable to such day will be less than one, resulting in a reduction to the Accrued Interest Compounding Factor used to calculate the
interest rate for such interest period; provided that in no event will the interest payable on the notes be less than zero.
Additionally, market terms for notes indexed to a daily compounded SOFR may evolve over time, and trading prices of the notes may be lower than
those of later-issued SOFR-linked securities as a result. Similarly, if the formula described above to calculate daily compounded SOFR for the notes does
not prove to be widely used in other securities like the notes, the trading price of the notes may be lower than those of securities having a formula more
widely used. You may not be able to sell the notes at all or may not be able to sell the notes at prices that will provide a yield comparable to similar
investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.

S-3
Table of Contents
The interest rate on the notes will be determined using alternative methods if SOFR is no longer available, and that may have an adverse
effect on the return on and value of the notes.
The terms of the notes provide that if a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to SOFR, the
interest rate payable on the notes will be determined using the next-available Benchmark Replacement. As described above, these replacement rates and
spreads may be selected or formulated by (i) the Relevant Governmental Body (such as the Alternative Reference Rates Committee of the NY Federal
Reserve) (ii) the International Swaps and Derivatives Association, Inc. or (iii) in certain circumstances, Citigroup (or one of its affiliates). In addition, the
terms of the notes expressly authorize Citigroup (or one of its affiliates) to make Benchmark Replacement Conforming Changes with respect to, among
other things, the determination of interest periods and the timing and frequency of determining rates and making payments of interest. The interests of
Citigroup (or its affiliate) in making the determinations described above may be adverse to your interests as a holder of the notes. The application of a
Benchmark Replacement and Benchmark Replacement Adjustment, and any implementation of Benchmark Replacement Conforming Changes, could result
in adverse consequences to the interest rate payable on the notes, which could adversely affect the return on, value of and market for the notes. Further,
there is no assurance that the characteristics of any Benchmark Replacement will be similar to SOFR or the then-current Benchmark that it is replacing, or
that any Benchmark Replacement will produce the economic equivalent of SOFR or the then-current Benchmark that it is replacing.
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement, the accompanying prospectus and in other information incorporated by reference are "forward-
looking statements" within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission. Generally, forward-looking
statements are not based on historical facts but instead represent only Citigroup's and its management's beliefs regarding future events. Such statements
may be identified by words such as believe, expect, anticipate, intend, estimate, may increase, may fluctuate, target, illustrate, 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 risks, uncertainties and changes in circumstances. Actual results
and capital and other financial conditions 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
2018 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019, and the
factors listed and described under "Risk Factors" in Citigroup's 2018 Annual Report on Form 10-K. Precautionary statements included in such filing
should be read in conjunction with this prospectus supplement and the accompanying prospectus.
Any forward-looking statements made by or on behalf of Citigroup speak only as to the date they are made, and Citigroup does not undertake to
update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.
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 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 notes.

S-4
https://www.sec.gov/Archives/edgar/data/831001/000119312519277960/d823152d424b2.htm[10/30/2019 9:54:14 AM]


424B2
Table of Contents
The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2018, 2017 and 2016 and its consolidated
unaudited financial statements for the periods ended June 30, 2019 and 2018 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 Ended
At or for the Year Ended


June 30,

December 31,



2019

2018

2018

2017

2016



(dollars in millions, except per share amounts)

Income Statement Data:





Total revenues, net of interest expense
$
18,758 $
18,469 $
72,854 $
72,444 $
70,797
Income from continuing operations

4,792
4,501
18,088
(6,627)
15,033
Net income

4,799
4,490
18,045
(6,798)
14,912
Dividends declared per common share

0.45
0.32
1.54
0.96
0.42
Balance Sheet Data:





Total assets
$ 1,988,226 $ 1,912,334 $ 1,917,383 $ 1,842,465 $ 1,792,077
Total deposits
1,045,607
996,730 1,013,170
959,822
929,406
Long-term debt

252,189
236,822
231,999
236,709
206,178
Total stockholders' equity

197,359
200,094
196,220
200,740
225,120
DESCRIPTION OF NOTES
The following description of the particular terms of the 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 notes. If any specific information regarding the notes in this prospectus supplement is inconsistent with the more general
terms of the notes described in the prospectus, you should rely on the information contained in this prospectus supplement.
The notes offered by this prospectus supplement are a new series of senior debt securities issued under Citigroup's senior debt indenture. The notes
will be limited initially to an aggregate principal amount of $500,000,000.
The 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 notes are unsecured obligations of Citigroup and will rank equally with all other unsecured senior indebtedness of Citigroup, whether
currently existing or hereinafter created.
Citigroup may, without notice to or consent of the holders or beneficial owners of the notes, issue additional notes having the same ranking, interest
rate, maturity and other terms as the notes. Any such additional notes issued could be considered part of the same series of notes under the indenture as the
notes.
The notes will be issued on November 4, 2019 and will mature on November 4, 2022. The notes will bear interest at a floating rate equal to SOFR
(as defined below and compounding daily over each interest period as described below) plus 0.870% from, and including, November 4, 2019 to, but
excluding, their maturity date. Interest on the notes will be paid quarterly in arrears on the second Business Day (as defined below) following each interest
period end date, commencing February 6, 2020. An interest period end date is the 4th of each February, May, August and November, commencing on
February 4, 2020 and ending on the maturity date.
Interest will be determined as described below and in "Description of Debt Securities --Payments of Principal and Interest" in the accompanying
prospectus, except as modified herein. Interest will be calculated by multiplying the principal amount of the notes by an accrued interest factor equal to the
sum of the interest factors calculated for each day during the applicable interest period; provided that in no event will the interest payable on the notes be
less than zero. The interest factor for each such day will be computed by dividing the interest rate applicable to that day by 360. The interest rate applicable
to such day will be the sum of the Accrued Interest Compounding Factor (as defined below) plus 0.870%. Interest will be calculated on the basis of the
actual number of days elapsed and a year of 360 days.


S-5
Table of Contents
"Interest period" means the period from, and including, each interest period end date (or, in the case of the first interest period, November 4, 2019)
to, but excluding, the next succeeding interest period end date; provided that the interest period following an election by Citigroup to redeem the notes and
the final interest period will be the period from, and including, the immediately preceding interest period end date to, but excluding, the redemption date or
the maturity date; and provided further that SOFR for each calendar day from, and including, the Rate Cut-Off Date (as defined below) to, but excluding,
https://www.sec.gov/Archives/edgar/data/831001/000119312519277960/d823152d424b2.htm[10/30/2019 9:54:14 AM]


424B2
the redemption date or the maturity date will equal SOFR in respect of the Rate Cut-Off Date. In the event that any interest period end date (other than a
redemption date or the maturity date) is not a Business Day (as defined below), then such date will be postponed to the next succeeding Business Day,
unless that day falls in the next calendar month, in which case the interest period end date will be the immediately preceding Business Day. In the event
that the maturity date or a redemption date is not a Business Day (as defined below), then such date will be postponed to the next succeeding Business Day,
and no further interest will accrue with respect to such postponement.
The notes are redeemable at Citigroup's option, (i) in whole, but not in part, on November 4, 2021 or (ii) in whole, but not in part, on or after
October 4, 2022, at a redemption price equal to 100% of the principal amount of the notes and accrued and unpaid interest thereon to, but excluding, the
date of redemption. Citigroup will provide notice of redemption to holders of notes no less than 5 days but no more than 30 days prior to the date of
redemption. In addition, Citigroup may redeem the notes prior to maturity if changes involving United States taxation occur which could require Citigroup
to pay additional amounts, as described under "Description of Debt Securities -- Payment of Additional Amounts" and "-- Redemption for Tax Purposes"
in the accompanying prospectus.
Determination of SOFR
For the purposes of calculating interest with respect to any interest period:
"Accrued Interest Compounding Factor" means the result of the following formula:

where
"do", for any interest period, is the number of U.S. Government Securities Business Days in the relevant interest period.
"i" is a series of whole numbers from one to do, each representing the relevant U.S. Government Securities Business Days in chronological order
from, and including, the first U.S. Government Securities Business Day in the relevant interest period.
"SOFRi", for any day "i" in the relevant interest period, is a reference rate equal to SOFR in respect of that day.
"ni", for any day "i" in the relevant interest period, is the number of calendar days from, and including, such U.S. Government Securities Business
Day "i" to, but excluding, the following U.S. Government Securities Business Day.
"d" is the number of calendar days in the relevant interest period.
"U.S. Government Securities Business Day" means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial
Markets Association (SIFMA) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S.
government securities.
"SOFR" means, with respect to any day, the rate determined by the calculation agent in accordance with the following provisions:

(1)
the Secured Overnight Financing Rate for trades made on such day that appears at approximately 3:00 p.m. (New York City time) on the NY

Federal Reserve's Website on the U.S. Government Securities Business Day immediately following such U.S. Government Securities
Business Day; or

S-6
Table of Contents
(2)
if the rate specified in (1) above does not so appear, unless a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred as described in (3) below, the Secured Overnight Financing Rate published on the NY Federal Reserve's Website for the first

preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the NY Federal
Reserve's Website; or

(3)
if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the relevant interest period end date, the

calculation agent will use the Benchmark Replacement to determine the rate and for all other purposes relating to the notes.
In connection with the SOFR definition above, the following definitions apply:
"Benchmark" means, initially, SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to SOFR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement.
"Benchmark Replacement" means the first alternative set forth in the order below that can be determined by Citigroup (or one of its affiliates) as of
the Benchmark Replacement Date:

(1)
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement

https://www.sec.gov/Archives/edgar/data/831001/000119312519277960/d823152d424b2.htm[10/30/2019 9:54:14 AM]


424B2
for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; or


(2)
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(3)
the sum of: (a) the alternate rate of interest that has been selected by Citigroup (or one of its affiliates) as the replacement for the then-current

Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the
then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by Citigroup (or one of its
affiliates) as of the Benchmark Replacement Date:

(1)
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)

that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;


(2)
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

(3)
the spread adjustment (which may be a positive or negative value or zero) that has been selected by Citigroup (or one of its affiliates) giving
due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the

replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating
rate notes at such time.
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes that Citigroup (or one of its affiliates) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner
substantially consistent with market practice (or, if Citigroup (or such affiliate) decides that adoption of any portion of such market practice is not
administratively feasible or if Citigroup (or such affiliate) determines that no market practice for use of the Benchmark Replacement exists, in such other
manner as Citigroup (or such affiliate) determines is reasonably necessary).
"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)
in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or

publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases
to provide the Benchmark; or

S-7
Table of Contents
(2)
in the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information

referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such
determination.
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)
a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has

ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide the Benchmark;

(2)
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the
currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with
jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the

administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide the Benchmark; or

(3)
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the

Benchmark is no longer representative.
"Business Day" means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are
authorized or required by law or regulation to be closed and is a U.S. Government Securities Business Day.
"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
"ISDA" means the International Swaps and Derivatives Association, Inc. or any successor.
"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor
https://www.sec.gov/Archives/edgar/data/831001/000119312519277960/d823152d424b2.htm[10/30/2019 9:54:14 AM]


424B2
thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
"ISDA Fallback Adjustment" means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives
transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the
applicable tenor.
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the
occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
"New York Federal Reserve" means the Federal Reserve Bank of New York.
"New York Federal Reserve's Website" means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org, or any
successor website of the NY Federal Reserve or the website of any successor administrator of the Secured Overnight Financing Rate.
"Rate Cut-Off Date" means the second U.S. Government Securities Business Day prior to a redemption date or the maturity date.
"Reference Time" with respect to any determination of the Benchmark means the time determined by Citigroup (or one of its affiliates) in
accordance with the Benchmark Replacement Conforming Changes.


S-8
Table of Contents
"Relevant Governmental Body" means the Federal Reserve Board and/or the New York Federal Reserve, or a committee officially endorsed or
convened by the Federal Reserve Board and/or the New York Federal Reserve or any successor thereto.
"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
Citibank, N.A., London Branch, a subsidiary of Citigroup, will be the calculation agent. Any determination, decision or election that may be made
by Citigroup, Citibank, N.A., London Branch or one of their affiliates pursuant to the provisions described above, including any determination with respect
to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any
action or any selection, will be conclusive and binding absent manifest error, will be made in such entity's sole discretion, and, notwithstanding anything to
the contrary in this prospectus supplement or the accompanying prospectus, shall become effective without consent from the holders of the notes or any
other party.
All percentages used in or resulting from any calculation of the rate of interest on the notes will be rounded, if necessary, to the nearest 1/100,000 of
1% (.0000001), with five one-millionths of a percentage point, rounded upward. All currency amounts used in or resulting from these calculations on the
notes will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward.

S-9
Table of Contents
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 October 28, 2019, which incorporates by reference the underwriting agreement basic provisions
dated October 17, 2016, govern the sale and purchase of the 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 notes set forth opposite the name of the underwriter.

Principal Amount
Name of Underwriter

of Notes

Citigroup Global Markets Inc.

$
402,500,000
Commerz Markets LLC

$
5,000,000
Credit Suisse Securities (USA) LLC

$
5,000,000
Mizuho Securities USA LLC

$
5,000,000
Nomura Securities International, Inc.

$
5,000,000
PNC Capital Markets LLC

$
5,000,000
RBC Capital Markets, LLC

$
5,000,000
Santander Investment Securities Inc.

$
5,000,000
Standard Chartered Bank

$
5,000,000
Swedbank AB (publ)

$
5,000,000
TD Securities (USA) LLC

$
5,000,000
https://www.sec.gov/Archives/edgar/data/831001/000119312519277960/d823152d424b2.htm[10/30/2019 9:54:14 AM]


424B2
Banco de Sabadell, S.A.

$
2,500,000
Bancroft Capital, LLC

$
2,500,000
Bank of China Limited, London Branch

$
2,500,000
Capital Institutional Services, Inc.

$
2,500,000
Citizens Capital Markets, Inc.

$
2,500,000
Desjardins Securities Inc.

$
2,500,000
Drexel Hamilton, LLC

$
2,500,000
Global Oak Capital Markets

$
2,500,000
Jefferies LLC

$
2,500,000
KeyBanc Capital Markets Inc.

$
2,500,000
Mischler Financial Group, Inc.

$
2,500,000
MUFG Securities Americas Inc.

$
2,500,000
nabSecurities, LLC

$
2,500,000
National Bank of Canada Financial Inc.

$
2,500,000
North South Capital, LLC

$
2,500,000
R. Seelaus & Co., LLC

$
2,500,000
Rabo Securities USA, Inc.

$
2,500,000
Tribal Capital Markets, LLC

$
2,500,000
UniCredit Capital Markets LLC

$
2,500,000




Total

$
500,000,000




To the extent any underwriter that is not a U.S. registered broker-dealer intends to effect any offers or sales of any notes in the United States, it will
do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the 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 notes if any are taken.

S-10
Table of Contents
The following table shows the underwriting discount that Citigroup is to pay to the underwriters in connection with this offering and the proceeds to
Citigroup (before expenses).

Proceeds to
Underwriting
Citigroup


Discount


(before expenses)
Per Note


0.250%

99.750%
Total

$ 1,250,000
$ 498,750,000
The underwriters propose to offer part of the 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 0.150% of the principal amount of the notes. The
underwriters may allow, and such dealers may reallow, a concession to certain other dealers not in excess of 0.090% of the principal amount of the 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 notes subject to prior sale and their acceptance of the 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 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 notes than they are required to purchase in the offering.


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

·
Covering transactions involve purchases of the 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 notes. They may also cause the price of the 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.
https://www.sec.gov/Archives/edgar/data/831001/000119312519277960/d823152d424b2.htm[10/30/2019 9:54:14 AM]


424B2
The notes are a new series of securities with no established trading market. Citigroup will apply for listing and trading of the 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 notes, as permitted by
applicable laws and regulations. The underwriters are not obligated, however, to make a market in the 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 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 book-running managers for this offering, is a subsidiary of Citigroup.
Accordingly, the offering of the notes will conform with the requirements

S-11
Table of Contents
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 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 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 notes will be made against payment therefor on or about November 4, 2019, 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 two business days, unless
the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof or the next two business
days will be required, by virtue of the fact that the notes initially will not settle in T+2, 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 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 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 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.
Prohibition of Sales to EEA Retail Investors
No notes, which are the subject of the offering contemplated by this prospectus supplement may be offered, sold or otherwise made available to any
retail investor in the EEA. For the purposes of this provision:

(a)
the expression "retail investor" means a person who is one (or more) of the following:


(i)
a retail client as defined in point (11) of Article 4(1) of MiFID II; or

(ii)
a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as

defined in point (10) of Article 4(1) of MiFID II; or


(iii)
not a qualified investor as defined in the Prospectus Regulation; and

(b)
the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to
be offered so as to enable an investor to decide to purchase or subscribe the notes.
Notice to Prospective Investors in the United Kingdom
In addition, in the United Kingdom, this prospectus supplement and the accompanying prospectus is being distributed only to, and is directed only at
qualified investors within the meaning of Article 2(1)(e) of the Prospectus Regulation who are, (i) persons who have professional experience in matters
relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the
Order, and/or (ii) high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the
Order, which persons together we refer to in this prospectus as "relevant persons." Accordingly, such documents and/or materials are not being distributed
to, and

S-12
https://www.sec.gov/Archives/edgar/data/831001/000119312519277960/d823152d424b2.htm[10/30/2019 9:54:14 AM]


Document Outline