Obligation CityCorp Inc 4.075% ( US172967LW98 ) en USD

CityCorp Inc

100 % ▲

Etas-Unis

US172967LW98 ( en USD )

4.075% par an ( paiement semestriel )

22/04/2029

Prospectus brochure de l'obligation Citigroup Inc US172967LW98 en USD 4.075%, échéance 22/04/2029

1 000 USD

2 000 000 000 USD

172967LW9

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

23/10/2025 ( Dans 114 jours )

Citigroup Inc. est une multinationale américaine offrant des services financiers diversifiés, incluant la banque de détail, la banque d'investissement, la gestion d'actifs et les services de marchés de capitaux, opérant dans le monde entier.

L'Obligation émise par CityCorp Inc ( Etas-Unis ) , en USD, avec le code ISIN US172967LW98, paye un coupon de 4.075% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/04/2029

L'Obligation émise par CityCorp Inc ( Etas-Unis ) , en USD, avec le code ISIN US172967LW98, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par CityCorp Inc ( Etas-Unis ) , en USD, avec le code ISIN US172967LW98, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d549500d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216372
PROSPECTUS SUPPLEMENT
(to prospectus dated August 4, 2017)
$2,000,000,000

4.075% Fixed Rate/Floating Rate Callable Senior Notes due 2029

The notes will mature on April 23, 2029. The notes will bear interest (i) from the date of issuance of the notes to, but excluding, April 23, 2028 (the
"Fixed Rate Period"), at a fixed rate equal to 4.075% per annum, payable semi-annually on the 23rd of each April and October, commencing on
October 23, 2018, and (ii) from, and including, April 23, 2028 (the "Floating Rate Period"), at an annual rate equal to three-month LIBOR plus 1.192%,
payable quarterly on July 23, 2028, October 23, 2028, January 23, 2029 and April 23, 2029, commencing on July 23, 2028.
Citigroup may redeem the notes (i) in whole at any time or in part from time to time, on or after October 23, 2018 and prior to April 23, 2028, (ii) in
whole, but not in part, on April 23, 2028 and (iii) in whole at any time or in part from time to time, on or after January 23, 2029, at the applicable
redemption price described under "Description of Notes" below. In addition, Citigroup may redeem the notes prior to maturity if changes involving United
States taxation occur which could require Citigroup to pay additional amounts, as described under "Description of Debt Securities -- Payment of
Additional Amounts" and "-- Redemption for Tax Purposes" in the accompanying prospectus.
Investing in the notes involves risks. Before investing in any notes offered hereby, you should consider carefully the risk factors set forth in "Risk
Factor Related to LIBOR Discontinuance" beginning on page S-3 of this prospectus supplement, "Risk Factor Related to Floating Rate Debt Securities" on
page 8 of the accompanying prospectus and Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2017.
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.
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%
$2,000,000,000
Underwriting Discount

0.425%
$
8,500,000
Proceeds to Citigroup (before expenses)
99.575%
$1,991,500,000
Interest on the notes will accrue from April 23, 2018 to the date of delivery. Net proceeds to Citigroup (after expenses) are expected to be
approximately $1,991,325,000.

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 April 23, 2018, 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

ABN AMRO

BBVA

BMO Capital Markets
Capital One Securities

Citizens Capital Markets

Danske Markets Inc.
Lloyds Securities

RBC Capital Markets

Scotiabank

UniCredit Capital Markets

Academy Securities

ANZ Securities

Bank of China
BNY Mellon Capital Markets, LLC

CIBC Capital Markets

Credit Agricole CIB
Credit Suisse

Deutsche Bank Securities

HSBC
https://www.sec.gov/Archives/edgar/data/831001/000119312518119647/d549500d424b2.htm[4/17/2018 2:32:49 PM]

424B2
IFS Securities

ICBC (Asia)

Mizuho Securities
Multi-Bank Securities, Inc.

NatWest Markets

R. Seelaus & Co., Inc.
Ramirez & Co., Inc.

SEB

SMBC Nikko
SunTrust Robinson Humphrey

Swedbank

TD Securities
UBS Investment Bank

Westpac Capital Markets, LLC

The Williams Capital Group, L.P.
April 16, 2018
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Forward-Looking Statements

S-2
Risk Factor Related to LIBOR Discontinuance

S-3
Selected Historical Financial Data

S-3
Description of Notes

S-4
Underwriting

S-6
Conflicts of Interest

S-8
Legal Opinions

S-11
General Information

S-12
Prospectus

Prospectus Summary

1
Forward-Looking Statements

8
Risk Factor Related to Floating Rate Debt Securities

8
Citigroup Inc.

9
Use of Proceeds and Hedging

11
European Monetary Union

12
Description of Debt Securities

12
United States Federal Income Tax Considerations

39
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency

46
Description of Common Stock Warrants

47
Description of Index Warrants

49
Description of Capital Stock

52
Description of Preferred Stock

73
Description of Depositary Shares

75
Description of Stock Purchase Contracts and Stock Purchase Units

78
Plan of Distribution

79
ERISA Considerations

81
Legal Matters

82
Experts

82

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

S-1
https://www.sec.gov/Archives/edgar/data/831001/000119312518119647/d549500d424b2.htm[4/17/2018 2:32:49 PM]

424B2
Table of Contents
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 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.
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."
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 2002/92/EC ("IMD"), 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 Directive. Consequently no key information document required by Regulation (EU) No
1286/2014 (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.
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 and uncertainties summarized under "Forward-Looking
Statements" in Citigroup's 2017 Annual Report on Form 10-K and the factors listed and described under "Risk Factors" in Citigroup's 2017 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.

S-2
Table of Contents
RISK FACTOR RELATED TO LIBOR DISCONTINUANCE
Interest during the Floating Rate Period will be determined using alternative methods if LIBOR is no longer available on the Reuters designated LIBOR
page and will be calculated using a substitute or successor base rate selected by Citigroup if LIBOR is discontinued.
If at any time during the Floating Rate Period, three-month LIBOR is no longer quoted on the Reuters designated LIBOR page described in
"Description of Debt Securities -- Interest Rate Determination -- Floating Rate Notes -- LIBOR Notes" in the accompanying prospectus, three-month
LIBOR will be determined using the alternative methods described in "Description of Debt Securities -- Interest Rate Determination -- Floating Rate
Notes -- LIBOR Notes" in the accompanying prospectus. Any of these alternative methods may result in interest payments on the notes during the Floating
Rate Period that are lower than or do not otherwise correlate over time with the interest payments that would have been made on the notes during the
Floating Rate Period if the Reuters designated LIBOR page had remained available. Any of the foregoing may have an adverse effect on the value of and
return on the notes.
https://www.sec.gov/Archives/edgar/data/831001/000119312518119647/d549500d424b2.htm[4/17/2018 2:32:49 PM]

424B2
Additionally, if during the Floating Rate Period, Citigroup (or an affiliate) determines that LIBOR has been discontinued or is permanently no longer
being published, Citigroup (or such affiliate) will use a substitute or successor base rate that it has determined, in its sole discretion after consulting with
any source it deems to be reasonable, to be the industry-accepted substitute or successor base rate, or, if there is no such industry-accepted substitute or
successor base rate, a substitute or successor base rate that is most comparable to three-month LIBOR. Citigroup (or such affiliate) also will determine, in
its sole discretion after consulting with any source it deems to be reasonable, any adjustments to the relevant methodology or definitions for calculating
such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base rate comparable to three-month
LIBOR, in a manner that is consistent with any industry-accepted practices for such substitute or successor base rate. 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 and may have an adverse effect on the
value of and return on the notes.
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-3
Table of Contents
The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2017, 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 Year Ended

December 31,

2017

2016

2015

(dollars in millions, except per share amounts)

Income Statement Data:

Total revenues, net of interest expense

$
71,449
$
69,875
$
76,354
Income from continuing operations

(6,627)

15,033

17,386
Net income

(6,798)

14,912

17,242
Dividends declared per common share

0.96

0.42

0.16
Balance Sheet Data:

Total assets

$ 1,842,465
$ 1,792,077
$ 1,731,210
Total deposits

959,822

929,406

907,887
Long-term debt

236,709

206,178

201,275
Total stockholders' equity

200,740

225,120

221,857
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 $2,000,000,000.
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 April 23, 2018 and will mature on April 23, 2029. The notes will bear interest (i) from the date of issuance of the notes
to, but excluding, April 23, 2028 (the "Fixed Rate Period") at a fixed rate equal to 4.075% per annum, payable semi-annually on the 23rd of each April and
October, commencing on October 23, 2018, and (ii) from, and including, April 23, 2028 (the "Floating Rate Period"), at an annual rate equal to three-
month LIBOR plus 1.192%, payable quarterly on July 23, 2028, October 23, 2028, January 23, 2029 and April 23, 2029, commencing on July 23, 2028.
https://www.sec.gov/Archives/edgar/data/831001/000119312518119647/d549500d424b2.htm[4/17/2018 2:32:49 PM]

424B2
Interest during the Fixed Rate Period will be calculated and paid as described under "Description of Debt Securities -- Interest Rate Determination --
Fixed Rate Notes" and "-- Payments of Principal and Interest" in the accompanying prospectus. Interest during the Floating Rate Period will be determined
using the Reuters designated LIBOR page as described under "Description of Debt Securities -- Interest Rate Determination -- Floating Rate Notes --
LIBOR Notes" and "-- Payments of Principal and Interest" in the accompanying prospectus.
Notwithstanding the last two paragraphs in "Description of Debt Securities -- Interest Rate Determination -- Floating Rate Notes -- LIBOR Notes"
in the accompanying prospectus, if, on or prior to any interest determination date during the Floating Rate Period, Citigroup (or one of its affiliates)
determines that three-month LIBOR has been discontinued or is permanently no longer being published, Citigroup (or such affiliate) will use a substitute or
successor base rate that it has determined, in its sole discretion after consulting

S-4
Table of Contents
any source it deems to be reasonable, is (a) the industry-accepted substitute or successor base rate or (b) if there is no such industry-accepted substitute or
successor base rate, a substitute or successor base rate that is most comparable to three-month LIBOR.
Upon selection of a substitute or successor base rate, Citigroup (or such affiliate) may determine, in its sole discretion after consulting any source it
deems to be reasonable, the day count, the business day convention, the definition of business day, the interest determination date and any other relevant
methodology or definition for calculating such substitute or successor base rate, including any adjustment factor it determines is needed to make such
substitute or successor base rate comparable to three-month LIBOR, in a manner that is consistent with any industry-accepted practices for such substitute
or successor base rate.
The notes are redeemable at Citigroup's option, in whole at any time or in part from time to time, on or after October 23, 2018 and prior to April 23,
2028, at a redemption price equal to the sum of (i) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to,
but excluding, the date of redemption; and (ii) the Make-Whole Amount (as defined on page 14 of the accompanying prospectus), if any, with respect to
such notes. The Reinvestment Rate (as defined on page 14 of the accompanying prospectus) will equal the Treasury Yield (as defined on page 14 of the
accompanying prospectus) calculated to April 23, 2028, plus 0.200%. Citigroup may redeem the notes, at its option, (i) in whole, but not in part, on
April 23, 2028, or (ii) in whole at any time or in part from time to time, on or after January 23, 2029 at a redemption price equal to the sum of 100% of the
principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, 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.
Certain United States Federal Income Tax Considerations
The following disclosure supplements, and should be read together with, the section "United Stated Federal Income Tax Considerations--United
States Holders" in the accompanying prospectus.
United States Holders. United States holders that use an accrual method of accounting for tax purposes ("accrual method holders") generally are
required to include certain amounts in income no later than the time such amounts are reflected on certain financial statements (the "book/tax conformity
rule"). The application of the book/tax conformity rule thus may require the accrual of income earlier than would be the case under the general tax rules
described in the accompanying prospectus, although it is not clear to what types of income the book/tax conformity rule applies. This rule generally is
effective for tax years beginning after December 31, 2017 or, for notes issued with original issue discount, for tax years beginning after December 31,
2018. Accrual method holders should consult with their tax advisors regarding the potential applicability of the book/tax conformity rule to their particular
situation.
The book/tax conformity rule applies to OID in some cases, and therefore may require accrual method holders to include OID on OID notes in a
more accelerated manner than described in "United Stated Federal Income Tax Considerations--United States Holders--Original Issue Discount" in the
accompanying prospectus if they do so for financial accounting purposes. It is uncertain what adjustments, if any, should be made in later accrual periods
when taxable income exceeds income reflected on the United States holder's financial statements to reflect the accelerated accrual of income in earlier
periods. In addition, it is possible, although less likely, that accrual method holders may be required to include de minimis OID in gross income as the de
minimis OID accrues on their financial statements. The application of the book-tax conformity rule to OID and de minimis OID is uncertain, and accrual
method taxpayers should consult with their tax advisors on how the rule may apply to their investment in the notes.
Under the book/tax conformity rule, an accrual method holder that has made the election described in the second paragraph of "United Stated Federal
Income Tax Considerations--United States Holders--Market Discount" in the accompanying prospectus may be required to accrue market discount in a
more accelerated manner than described therein if the holder does so for financial accounting purposes. It is also possible, although less likely, that accrual
method holders that have not made the election described in such paragraph and that accrue market discount on a current basis on their financial statements
may be required to accrue market discount--including de minimis market discount--currently for U.S. federal income tax purposes. The application of the
book/tax conformity rule to notes with market discount is uncertain, and accrual method taxpayers should consult with their tax advisors on how the rule
may apply to their investment in the notes.

S-5
Table of Contents
https://www.sec.gov/Archives/edgar/data/831001/000119312518119647/d549500d424b2.htm[4/17/2018 2:32:49 PM]

424B2
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 April 16, 2018, 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 Securities

Citigroup Global Markets Inc.

$
1,560,000,000
ABN AMRO Securities (USA) LLC

$
20,000,000
BBVA Securities Inc.

$
20,000,000
BMO Capital Markets Corp.

$
20,000,000
Capital One Securities, Inc.

$
20,000,000
Citizens Capital Markets, Inc.

$
20,000,000
Danske Markets Inc.

$
20,000,000
Lloyds Securities Inc.

$
20,000,000
RBC Capital Markets, LLC

$
20,000,000
Scotia Capital (USA) Inc.

$
20,000,000
UniCredit Capital Markets LLC

$
20,000,000
Academy Securities, Inc.

$
10,000,000
ANZ Securities, Inc.

$
10,000,000
Bank of China Limited, London Branch

$
10,000,000
BNY Mellon Capital Markets, LLC

$
10,000,000
CIBC World Markets Corp.

$
10,000,000
Credit Agricole Securities (USA) Inc.

$
10,000,000
Credit Suisse Securities (USA) LLC

$
10,000,000
Deutsche Bank Securities Inc.

$
10,000,000
HSBC Securities (USA) Inc.

$
10,000,000
IFS Securities, Inc.

$
10,000,000
Industrial and Commercial Bank of China (Asia) Limited

$
10,000,000
Mizuho Securities USA LLC

$
10,000,000
Multi-Bank Securities, Inc.

$
10,000,000
R. Seelaus & Co.

$
10,000,000
RBS Securities Inc. (marketing name "NatWest Markets")

$
10,000,000
Samuel A. Ramirez & Company, Inc.

$
10,000,000
Skandinaviska Enskilda Banken AB (publ)

$
10,000,000
SMBC Nikko Securities America, Inc.

$
10,000,000
SunTrust Robinson Humphrey, Inc.

$
10,000,000
Swedbank AB (publ)

$
10,000,000
TD Securities (USA) LLC

$
10,000,000
UBS Securities LLC

$
10,000,000
Westpac Capital Markets LLC

$
10,000,000
The Williams Capital Group, L.P.

$
10,000,000

Total

$
2,000,000,000

S-6
Table of Contents
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.
Industrial and Commercial Bank of China (Asia) Limited is restricted in their U.S. securities dealings under the United States Bank Holding
Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States.
Accordingly, Industrial and Commercial Bank of China (Asia) Limited shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or
procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. Industrial and Commercial Bank of China
(Asia) Limited shall offer and sell the notes constituting part of their allotment solely outside the United States.
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.
https://www.sec.gov/Archives/edgar/data/831001/000119312518119647/d549500d424b2.htm[4/17/2018 2:32:49 PM]

424B2
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 0.255% 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 0.150% 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.
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 it presently intends 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.

S-7
Table of Contents
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 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 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 April 23, 2018, 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.
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area, each underwriter has represented and agreed that with effect from and including
the date on which the Prospectus Directive is implemented in that Member State (the "Relevant Implementation Date"), it has not made and will not make
an offer of 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 Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such notes to the public
in that Member State:

https://www.sec.gov/Archives/edgar/data/831001/000119312518119647/d549500d424b2.htm[4/17/2018 2:32:49 PM]

424B2
(a)
at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)
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 Issuer for any such offer; or

(c)
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes referred to in (a) to (c) above shall require the issuer or any 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 the purposes of this provision, the expression an "offer to the public" in relation to any notes in any Member State means the communication in
any form and by any means of sufficient information on the terms of

S-8
Table of Contents
the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the 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 Member State.
This EEA selling restriction is in addition to the other selling restrictions set out below.
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.
Each underwriter has represented, warranted and agreed that:

· it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to

engage in investment activity (within the meaning of Section 21 of the Order) received by it in connection with the issue or sale of the notes in
circumstances in which section 21(1) of the Order does not apply to the issuer; and

· it has complied and will comply with all applicable provisions of the Order with respect to anything done by it in relation to the notes in, from or

otherwise involving the United Kingdom.
Notice to Prospective Investors in France
Neither this prospectus supplement nor any other offering material relating to the 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 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 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 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.

S-9
Table of Contents
https://www.sec.gov/Archives/edgar/data/831001/000119312518119647/d549500d424b2.htm[4/17/2018 2:32:49 PM]

424B2
Notice to Prospective Investors in Hong Kong
The notes may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the
public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the
document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or
document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or
elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under
the laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to
"professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Notice to Prospective Investors in Japan
The notes offered in this prospectus supplement have not been registered under the Financial Instruments and Exchange Law of Japan. The notes
have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except
(i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other
applicable requirements of Japanese law.
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 notes may not be
circulated or distributed, nor may the 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 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 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.

S-10
Table of Contents
LEGAL OPINIONS
The validity of the notes will be passed upon for Citigroup by Barbara Politi, Assistant General Counsel --Capital Markets of Citigroup, and for the
underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York, New York ("Cleary Gottlieb"). Cleary Gottlieb has also acted as special U.S. tax
counsel to Citigroup in connection with 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 has from time to time acted as counsel for Citigroup and its subsidiaries and may
do so in the future.

S-11
Table of Contents
https://www.sec.gov/Archives/edgar/data/831001/000119312518119647/d549500d424b2.htm[4/17/2018 2:32:49 PM]

424B2
GENERAL INFORMATION
Application will be made to list the 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 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" beginning on page 6 of the accompanying prospectus.
Resolutions relating to the issue and sale of the notes were adopted by the board of directors of Citigroup on January 18, 2018, and by the Funding
Committee of the board of directors dated as of April 16, 2018.
The notes have been accepted for clearance through Euroclear and Clearstream and have been assigned Common Code No. 181135441, International
Security Identification Number (ISIN) US172967LW98, and CUSIP No. 172967LW9.

S-12
Table of Contents
PROSPECTUS

May Offer--
$17,346,072,780
Debt Securities
Common Stock Warrants
Index Warrants
Preferred Stock
Depositary Shares
Stock Purchase Contracts
Stock Purchase Units
Common Stock
Citigroup will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus, the accompanying
prospectus supplement and any applicable pricing supplement carefully before you invest. Citigroup may offer and sell these securities to or through one or
more underwriters, dealers and agents, including Citigroup Global Markets Inc., a broker-dealer subsidiary of Citigroup, or directly to purchasers, on a
continuous or delayed basis. The common stock of Citigroup Inc. is listed on the New York Stock Exchange and trades under the ticker symbol "C".

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a
criminal offense.
These securities are not deposits or savings accounts but are unsecured obligations of Citigroup Inc. These securities are not insured or guaranteed by
the Federal Deposit Insurance Corporation ("FDIC") or any other governmental agency or instrumentality.
https://www.sec.gov/Archives/edgar/data/831001/000119312518119647/d549500d424b2.htm[4/17/2018 2:32:49 PM]

Document Outline

#1">
- #1">