Obligation CityCorp Inc 3.5% ( XS1094186258 ) en NOK

CityCorp Inc

100 % ▼

Etas-Unis

XS1094186258 ( en NOK )

3.5% par an ( paiement annuel )

19/08/2024 - Obligation échue

Prospectus brochure de l'obligation Citigroup Inc XS1094186258 en NOK 3.5%, échue

10 000 NOK

1 000 000 000 NOK

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 NOK, avec le code ISIN XS1094186258, paye un coupon de 3.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/08/2024

PROSPECTUS SUPPLEMENT
(to prospectus dated November 13, 2013)
NOK 1,000,000,000
3.500% Notes due 2024
The notes will mature on August 19, 2024. The notes will bear interest at a fixed rate equal to 3.500% per
annum. Interest on the notes is payable annually on the 19th day of each August, commencing August 19, 2015.
The notes may not be redeemed prior to maturity unless changes involving United States taxation occur which
could require Citigroup to pay additional amounts, as described under "Description of Debt Securities --
Payment of Additional Amounts" and "-- Redemption for Tax Purposes" in the accompanying prospectus.
The 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% NOK 1,000,000,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
-- % NOK
--
Proceeds to Citigroup (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000% NOK 1,000,000,000
Interest on the notes will accrue from August 19, 2014 to the date of delivery. Net proceeds to Citigroup
(after expenses) are expected to be approximately NOK 998,906,390.
The underwriter is offering the notes subject to various conditions. The underwriter expects that the notes
will be ready for delivery to investors on or about August 19, 2014, in book-entry form only through the facilities
of The Depository Trust Company, Clearstream or 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
July 29, 2014

TABLE OF CONTENTS
Page
Prospectus Supplement
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
Selected Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Prospectus
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Citigroup Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Use of Proceeds and Hedging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
European Monetary Union . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
United States Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a
Foreign Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Description of Common Stock Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Description of Index Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Description of Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
Description of Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
Description of Stock Purchase Contracts and Stock Purchase Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
We are responsible for the information contained and incorporated by reference in this prospectus
supplement and the accompanying prospectus and in any related free writing prospectus that we prepare or
authorize. We have not authorized anyone to provide you with any other information, and we take no
responsibility for any other information that others may provide you. You should not assume that the information
contained in this prospectus supplement or the accompanying prospectus, as well as information Citigroup
previously filed with the Securities and Exchange Commission and incorporated by reference herein, is accurate
as of any date other than the date of the relevant document. Citigroup is not, and the underwriter is 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
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Directive"). A listing prospectus prepared pursuant to the Prospectus Directive will be published, which can be
obtained from Registre de Commerce et des Sociétés à Luxembourg so long as any of the notes are outstanding
and listed on the Luxembourg Stock Exchange.
The distribution or possession of this prospectus and prospectus supplement in or from certain jurisdictions
may be restricted by law. Persons into whose possession this prospectus and prospectus supplement come are
required by Citigroup and the underwriter to inform themselves about, and to observe any such restrictions, and
neither Citigroup nor the underwriter 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."
References in this prospectus supplement to "dollars", "$" and "U.S. $" are to United States dollars and to
NOK is to Norwegian kroner.
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus and in other information incorporated by reference in this prospectus
are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Generally, forward-looking statements are not based on historical facts but instead represent only Citigroup's and
management's beliefs regarding future events. Such statements may be identified by words such as believe,
expect, anticipate, intend, estimate, may increase, may fluctuate, and similar expressions, or future or conditional
verbs such as will, should, would and could.
Such statements are based on management's current expectations and are subject to uncertainty and changes
in circumstances. Actual results may differ materially from those included in these statements due to a variety of
factors, including without limitation the precautionary statements included in the accompanying prospectus and
the factors listed under "Forward-Looking Statements" in Citigroup's 2013 Annual Report on Form 10-K and
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 and described under "Risk
Factors" in Citigroup's 2013 Annual Report on Form 10-K.
SELECTED HISTORICAL FINANCIAL DATA
We are providing or incorporating by reference in this prospectus supplement selected historical financial
information of Citigroup. We derived this information from the consolidated financial statements of Citigroup for
each of the periods presented. The information is only a summary and should be read together with the financial
information incorporated by reference in this prospectus supplement and the accompanying prospectus, copies of
which can be obtained free of charge. See "Where You Can Find More Information" 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.
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The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2013,
2012 and 2011 and its consolidated unaudited financial statements for the periods ended March 31, 2014 and 2013 are
incorporated herein by reference. These statements are obtainable free of charge at the office of Citigroup's listing
agent, at the address set forth in the preceding paragraph.
At or for the Three Months
Ended March 31, 2014
At or for the Year Ended December 31,
2014
2013
2013
2012
2011
(dollars in millions, except per share amounts)
Income Statement Data:
Total revenues, net of interest expense(1) . . . . .
$
20,124
$
20,248
$
76,366
$
69,128
$
77,331
Income from continuing operations . . . . . . . . . .
3,951
3,931
13,630
7,818
11,147
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,943
3,808
13,673
7,541
11,067
Dividends declared per common share(2) . . . . .
0.01
0.01
0.04
0.04
0.03
Balance Sheet Data:
Total assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,894,736
$1,881,734
$1,880,382
$1,864,660
$1,873,878
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .
966,263
933,762
968,273
930,560
865,936
Long-term debt(1) . . . . . . . . . . . . . . . . . . . . . . . .
222,747
234,326
221,116
239,463
323,505
Total stockholders' equity(1) . . . . . . . . . . . . . . .
208,462
193,359
204,339
189,049
177,806
(1) Effective January 1, 2010, Citigroup adopted Accounting Standards Codification (ASC) 860, formerly SFAS
No. 166 and ASC 810, formerly SFAS No. 167. The adoption was done on a prospective basis and, accordingly,
prior periods have not been restated.
(2) Amounts represent Citigroup's historical dividends per common share and have been adjusted to reflect stock splits.
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 NOK 1,000,000,000.
The notes will be issued only in fully registered form without coupons, in denominations of NOK 10,000 and
integral multiples of NOK 10,000 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.
The currency for payment for the notes is Norwegian kroner. However, when interests in the notes are held
through DTC, all payments in respect of such DTC notes will be made in U.S. dollars, unless the holder of a beneficial
interest in the DTC notes elects to receive payment in Norwegian kroner. See "Currency Conversions and Foreign
Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency -- Currency Conversions" in the
accompanying prospectus.
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 August 19, 2014 and will mature on August 19, 2024. The notes will bear interest at a
fixed rate of 3.500% per annum. Interest on the notes will be paid annually on the 19th day of each August, commencing
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August 19, 2015. All payments of interest will be made to the persons in whose names the notes are registered at the
close of business on the London business day preceding each interest payment date. Except as otherwise provided
herein, interest will be paid as described under "Description of Debt Securities -- Interest Rate Determination --
Fixed Rate Notes" and " -- Payments of Principal and Interest" in the accompanying prospectus. A Business Day
with respect to the notes means a day on which commercial banks settle payments and are open for general business
in each of New York City, London and Oslo.
Interest for any period will be calculated on the basis of the actual number of days elapsed and the actual
number of days in the year. If an interest payment date for the notes falls on a day that is not a Business Day,
such interest payment date will be the next following Business Day, unless that day falls in the next calendar
month, in which case the interest payment date will be the first preceding Business Day. All Norwegian kroner
amounts resulting from this calculation will be rounded to the nearest Norwegian krone, with five-tenths or more
of NOK1 to be rounded upwards to the nearest NOK1 per note.
The notes are subject to the defeasance provisions explained in "Description of Debt Securities --
Defeasance; Senior Debt Indenture" in the accompanying prospectus. Any funds or securities deposited pursuant
to the defeasance provisions will be NOK or Norwegian government notes.
A fiscal agency agreement has been entered into in relation to the notes among Citigroup, Citibank, N.A.
London office, as fiscal agent, registrar, calculation agent, principal paying agent and exchange agent, and the
other paying agent named therein. Payment of principal and interest on the notes will be made through the office
of the fiscal agent in London. The holders of notes are bound by, and are deemed to have notice of, the
provisions of the fiscal agency agreement. Copies of the fiscal agency agreement are available for inspection
during usual business hours at the principal office of the fiscal agent in London.
If conditions (1) through (3) listed in the section "United States Federal Income Tax Considerations -- Non-
United States Holders" in the accompanying prospectus are not satisfied, a non-United States holder generally
will be subject to a United States withholding tax of 30% on interest payments made on a note. Additionally,
non-United States holders should be advised that the IRS has released a new Form W-8BEN-E for use by entities
that are beneficial owners of a payment or another entity that is the beneficial owner.
The following disclosure replaces in full the section "United States Federal Income Tax Considerations --
FATCA Legislation May Impose Withholding Tax on Debt Securities Held by or through Foreign Entities" in
the accompanying prospectus:
Additional Withholding Requirements
Withholding at a rate of 30% generally will be required in certain circumstances on interest in respect of,
and after December 31, 2016, gross proceeds from the disposition of, notes held by or through certain financial
institutions (including investment funds), unless such institution (i) enters into, and complies with, an agreement
with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by,
the institution that are owned by U.S. persons and to withhold on certain payments or (ii) if required under an
intergovernmental agreement between the United States and an applicable foreign country, reports such
information to its local tax authority, which will exchange such information with the U.S. authorities. An
intergovernmental agreement between the United States and applicable foreign country may modify these
requirements. Accordingly, the entity through which the notes are held will affect the determination of whether
such withholding is required. Similarly, interest in respect of and, after December 31, 2016, gross proceeds from
the disposition of, notes held by an investor that is a non-financial non-U.S. entity that does not qualify under
certain exemptions generally will be subject to withholding at a rate of 30%, unless such entity either (i) certifies
to Citigroup that such entity does not have any "substantial United States owners" or (ii) provides certain
information regarding the entity's "substantial United States owners," which Citigroup will in turn provide to the
United States Department of the Treasury. You are encouraged to consult your tax advisor regarding the possible
implications of these rules on an investment in the notes.
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Book-Entry Notes
Notes of a series which are offered and sold outside the United States (the "international notes") will be
represented by beneficial interests in fully registered permanent global notes (the "international global notes")
without interest coupons attached, which will be registered in the name of Citivic Nominees Limited, as nominee
for, and shall be deposited on or about August 19, 2014 with Citibank, N.A. London office, as common
depositary for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream.
Notes of a series which are offered and sold in the United States (the "DTC notes") will be represented by
beneficial interests in fully registered permanent global notes (the "DTC global notes" and together with the
international global notes, the "global notes") without interest coupons attached, which will be deposited on or
about August 19, 2014 with Citibank, N.A. London office, as custodian for, and registered in the name of Cede &
Co., as nominee for, The Depository Trust Company.
Together, the series of notes represented by the global notes will equal the aggregate principal amount of
such series of notes outstanding at any time. The amount of notes represented by each of the DTC global notes
and the international global notes is evidenced by the register maintained for that purpose by the registrar.
Beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through,
records maintained by DTC, Euroclear and Clearstream and their participants. Except as described under
"Description of Debt Securities -- Book-Entry Procedures and Settlement: Definitive Notes and Paying Agents"
in the accompanying prospectus. Individual registered certificates will not be issued in exchange for beneficial
interests in the global notes.
A holder of international notes will receive all payments under the international notes in Norwegian kroner.
A holder of DTC notes will receive all payments under the DTC notes in U.S. dollars, unless such holder makes
an election to receive payment in NOK as described in the accompanying prospectus under "Currency
Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency --
Currency Conversions".
Subject to applicable law and the terms of the indenture, Citigroup, the registrar and any paying agent will
treat the persons in whose names the global notes are registered, initially Cede & Co. and Citivic Nominees
Limited, as owners of such notes for the purpose of receiving payments of principal and interest (and additional
amounts, if any) on the notes and for all other purposes whatsoever. Therefore, none of Citigroup, the registrar or
any paying agent has any direct responsibility or liability for the payment of principal of or interest on the notes
to owners of beneficial interests in the global notes. All payments made by Citigroup to the registered holders of
the global notes shall discharge the liability of Citigroup under the notes to the extent of the sums so paid.
Secondary Market Trading in Relation to Global Notes
Trading between Euroclear and/or Clearstream Participants
Secondary market sales of book-entry interests in the notes held through Euroclear or Clearstream to
purchasers of book-entry interests in the international notes through Euroclear or Clearstream will be conducted
in accordance with the normal rules and operating procedures of Euroclear and Clearstream and will be settled
using the procedures applicable to conventional Eurobonds.
Trading between DTC Participants
Secondary market sales of book-entry interests in the DTC notes between DTC participants will occur in the
ordinary way in accordance with DTC rules and will be settled using the procedures applicable to United States
corporate debt obligations if payment is effected in U.S. dollars, or free of payment if payment is not effected in
U.S. dollars. Where payment is not effected in U.S. dollars, separate payment arrangements outside DTC are
required to be made between the DTC participants.
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Trading between DTC Seller and Euroclear/ Clearstream Purchaser
When book-entry interests in notes are to be transferred from the account of a DTC participant holding a
beneficial interest in a DTC global security to the account of a Euroclear or Clearstream accountholder wishing
to purchase a beneficial interest in an international global security (subject to any procedures provided for in the
fiscal agency agreement), the DTC participant will deliver instructions for delivery to the relevant Euroclear or
Clearstream accountholder to DTC by 12:00 noon, New York City time, on the settlement date. Separate
payment arrangements are required to be made between the DTC participant and the relevant Euroclear or
Clearstream accountholder. On the settlement date, the custodian will instruct the registrar to (i) decrease the
amount of notes registered in the name of Cede & Co. and evidenced by the DTC global note and (ii) increase the
amount of notes registered in the name of the nominee (being Citivic Nominees Limited) of the common
depositary for Euroclear and Clearstream and evidenced by the international global note. Book-entry interests
will be delivered free of payment to Euroclear or Clearstream, as the case may be, for credit to the relevant
accountholder on the first business day following the settlement date but for value on the settlement date.
Trading between Euroclear/ Clearstream Seller and DTC Purchaser
When book-entry interests in the notes are to be transferred from the account of a Euroclear or Clearstream
accountholder to the account of a DTC participant wishing to purchase a beneficial interest in a DTC global
security (subject to any procedures provided for in the fiscal agency agreement), the Euroclear or Clearstream
participant must send to Euroclear or Clearstream delivery free of payment instructions by 7:45 p.m.,
Luxembourg/ Brussels time, as the case may be, one business day prior to the settlement date. Euroclear or
Clearstream, as the case may be, will in turn transmit appropriate instructions to the common depositary for
Euroclear and Clearstream and the registrar to arrange delivery to the DTC participant on the settlement date.
Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear
and Clearstream accountholder, as the case may be.
On the settlement date, the common depositary for Euroclear and Clearstream will (a) transmit appropriate
instructions to the custodian who will in turn deliver such book-entry interests in the notes free of payment to the
relevant account of the DTC participant and (b) instruct the registrar to (i) decrease the amount of notes
registered in the name of the nominee (being Citivic Nominees Limited) of the common depositary for Euroclear
and Clearstream and evidenced by the international global notes and (ii) increase the amount of notes registered
in the name of Cede & Co. and evidenced by the DTC global security.
Although the foregoing sets out the procedures of Euroclear, Clearstream and DTC in order to facilitate the
transfers of interests in the notes among participants of DTC, Clearstream and Euroclear, none of Euroclear,
Clearstream or DTC is under any obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. Neither we, the fiscal agent, the registrar, the trustee, any paying
agent, the underwriter or any affiliate of any of the above, nor any person by whom any of the above is controlled
for the purposes of the United States Securities Act of 1933, as amended, will have any responsibility for the
performance by DTC, Euroclear and Clearstream or their respective direct or indirect participants or
accountholders of their respective obligations under the rules and procedures governing their operations or for
the sufficiency for any purpose of the arrangements described above.
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UNDERWRITING
Citigroup Global Markets Inc. is acting as sole book-running manager for this offering. The terms and conditions
set forth in the terms agreement dated July 29, 2014, which incorporates by reference the underwriting agreement basic
provisions dated March 2, 2006, 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 underwriter named below has
agreed to purchase from Citigroup, and Citigroup has agreed to sell to the underwriter, the principal amount of notes
set forth opposite the name of the underwriter.
Principal Amount
Underwriter
of Notes
Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOK 1,000,000,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOK 1,000,000,000
The underwriting agreement provides that the obligations of the underwriter 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 underwriter is
committed to take and pay for all of the notes if any are taken.
The underwriter proposes 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.
After the public offering, the public offering price and the concessions to dealers may be changed by the
underwriter.
The underwriter is offering the notes subject to prior sale and their acceptance of the notes from Citigroup.
The underwriter may reject any order in whole or in part.
Citigroup has agreed to indemnify the underwriter against liabilities relating to material misstatements and
omissions.
In connection with the offering, the underwriter 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 underwriter 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 underwriter
for its 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 underwriter may conduct these transactions in the over-the-counter market or otherwise. The
underwriter is not required to engage in any of these activities and may end any of these activities at any time.
The underwriter 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 underwriter that it presently intends to make a market in the notes, as permitted by
applicable laws and regulations. The underwriter is 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.
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The underwriter and its affiliate 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 August 19, 2014, which
is the fifteenth business day after the date hereof. Under Rule 15c6-1 of the Securities Exchange Act, trades in the
secondary market generally are required to settle in three business days, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof or the next eleven business
days will be required, by virtue of the fact that the notes initially will not settle in T+3, to specify an alternative
settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
The 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 underwriter has agreed that it 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 underwriter it is
permitted under applicable laws and regulations. In so doing, the underwriter will not impose any obligations on
Citigroup, except as set forth in the underwriting agreement.
Notice to Prospective Investors in the European Economic Area
In relation to each member state of the European Economic Area that has implemented the Prospectus
Directive (each, a relevant member state), with effect from and including the date on which the Prospectus
Directive is implemented in that relevant member state (the relevant implementation date), an offer of notes
described in this prospectus supplement may not be made to the public in that relevant member state prior to the
publication of a prospectus in relation to the notes that has been approved by the competent authority in that
relevant member state or, where appropriate, approved in another relevant member state and notified to the
competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that,
with effect from and including the relevant implementation date, an offer of securities may be offered to the
public in that relevant member state at any time to any legal entity which is a qualified investor as defined in the
Prospectus Directive.
Each purchaser of notes described in this prospectus supplement located within a relevant member state will
be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive.
For purposes of this provision, the expression an "offer to the public" in any relevant member state means
the communication in any form and by any means of sufficient information on the terms of the offer and the
securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the
expression may be varied in that member state by any measure implementing the Prospectus Directive in that
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member state, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and
includes any relevant implementing measure in each relevant member state and the expression "2010 PD
Amending Directive" means Directive 2010/73/EC.
The sellers of the notes have not authorized and do not authorize the making of any offer of notes through
any financial intermediary on their behalf, other than offers made by the underwriter with a view to the final
placement of the notes as contemplated in this prospectus supplement. Accordingly, no purchaser of the notes,
other than the underwriter, is authorized to make any further offer of the notes on behalf of the sellers or the
underwriter.
Notice to Prospective Investors in the United Kingdom
This prospectus supplement is only being distributed to, and is only directed at, persons in the United
Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are
also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). This prospectus supplement and its contents are confidential and should not be
distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the
United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this
document or any of its contents.
Notice to Prospective Investors in France
Neither this prospectus supplement nor any other offering material relating to the 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-1ª-or-2ª-or 3ª of the French Code monétaire
et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des
Marchés Financiers, does not constitute a public offer (appel public à l'épargne).
The notes may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1
and L.621-8 through L.621-8-3 of the French Code monétaire et financier.
Notice to Prospective Investors in Hong Kong
The 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
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