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Form 8-K CITIGROUP INC For: Nov 20

November 20, 2014 4:31 PM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November�20, 2014

Citigroup Inc.

(Exact name of registrant as specified in its charter)

Delaware 1-9924 52-1568099

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

399 Park Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)

(212) 559-1000

(Registrant�s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Citigroup Inc.

Current Report on Form 8-K

Item�9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
No.

��

Description

1.01 �� Terms Agreement, dated November 13, 2014, among Citigroup Inc. (the �Company�) and the underwriters named therein, relating to the offer and sale of the Company�s 4.300% Subordinated Notes due November 20, 2026.
4.01 �� Form of Note for the Company�s 4.300% Subordinated Notes due November 20, 2026.
5.01 �� Opinion of Barbara Politi, Esq.

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November�20, 2014 CITIGROUP INC.
By:

/s/ Barbara Politi

Barbara Politi
Assistant Secretary

3


Exhibit Index

Exhibit
No.

��

Description

1.01 �� Terms Agreement, dated November 13, 2014, among Citigroup Inc. (the �Company�) and the underwriters named therein, relating to the offer and sale of the Company�s 4.300% Subordinated Notes due November 20, 2026.
4.01 �� Form of Note for the Company�s 4.300% Subordinated Notes due November 20, 2026.
5.01 �� Opinion of Barbara Politi, Esq.

4

Exhibit 1.01

TERMS AGREEMENT

November�13, 2014

Citigroup Inc.

399 Park Avenue

New York, New York 10022

Attention: �� Assistant Treasurer

Ladies and Gentlemen:

We understand that Citigroup Inc., a Delaware corporation (the �Company�), proposes to issue and sell US $1,000,000,000 aggregate principal amount of its subordinated debt securities (the �Securities�). Subject to the terms and conditions set forth herein or incorporated by reference herein, we, Citigroup Global Markets Inc., BBVA Securities Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC, National Bank of Canada Financial Inc., Nomura Securities International, Inc., Wells Fargo Securities, LLC, ABN AMRO Securities (USA) LLC, Apto Partners, LLC, Banca IMI S.p.A., Blaylock Beal Van, LLC, CAVU Securities, LLC, Drexel Hamilton, LLC, Guzman�& Company, Lebenthal�& Co., LLC, MFR Securities, Inc., Mischler Financial Group, Inc., Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC, Samuel A. Ramirez�& Company, Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Telsey Advisory Group LLC, UBS Securities LLC and The Williams Capital Group, L.P. as underwriters (the �Underwriters�), offer to purchase, severally and not jointly, the principal amount of the Securities set forth opposite our respective names on the list attached as Annex A hereto at 99.086% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The Closing Date shall be November�20, 2014, at 9:30 a.m. (Eastern Time). The closing shall take place at the offices of Cleary Gottlieb Steen�& Hamilton LLP located at One Liberty Plaza, New York, New York 10006.

The Securities shall have the following terms:

Title: �� 4.300% Subordinated Notes Due 2026
Maturity: �� November�20, 2026
Interest Rate: �� 4.300% per annum
Interest Payment Dates: �� Semi-annually on the 20th of each May and November, commencing May�20, 2015
Initial Price to Public: �� 99.536% of the principal amount thereof, plus accrued interest, if any, from November�20, 2014
Redemption Provisions: �� The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated November�13, 2013
Record Date: �� The business day immediately preceding each Interest Payment Date

1


Additional Terms:

The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (�DTC�) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. The relevant provisions of Article Eleven of the Indenture relating to defeasance shall apply to the Securities.

All the provisions contained in the document entitled �Citigroup Inc.� Debt Securities � Underwriting Agreement � Basic Provisions� and dated March�2, 2006 (the �Basic Provisions�), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for:

Clause (i)�of the fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and replaced with the following: �in the case of senior debt securities, an indenture dated as of November�13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be named for such senior debt securities, the �Senior Debt Trustee�) (such indenture, as it may from time to time be amended or supplemented by one or more indentures supplemental thereto, the �Senior Debt Indenture�),�;

The first parenthetical in Section�1(a), which is hereby deleted in its entirety and replaced with the following: �(File No.�333-192302)�;

The final clause of Section�1(e) is hereby deleted in its entirety;

Section�1(g) is hereby added in its entirety as follows: �(g) On each Effective Date, at the Execution Time and on the Closing Date, the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission�s rules and guidelines applicable thereto.�;

2


Section�1(h) is hereby added in its entirety as follows: �(h) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977 or the U. K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules and regulations thereunder; and the Company and its subsidiaries have instituted and maintained policies and procedures to ensure continued compliance therewith. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.�;

Section�1(j) is hereby added in its entirety as follows: �(j) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the �Money Laundering Laws�) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.�;

Section�1(k) is hereby added in its entirety as follows: �(k) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i)�is, or is controlled or 50% or more owned by, or is acting on behalf of, an individual or entity that is currently subject to any sanctions administered imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty�s Treasury) or other relevant sanctions authority (collectively, �Sanctions� and such persons, �Sanction Persons�), (ii)�is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, �Sanctioned Countries� and each, a �Sanctioned Country�), or (iii)�will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that would result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise).� by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise).�; and

Section�1(l) is hereby added in its entirety as follows: �(l) Except as has been disclosed to the Underwriters through the Representatives or is not material to the analysis under any Sanctions, neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.�

3


Terms defined in the Basic Provisions are used herein as therein defined. The Execution Time means 2:00 p.m. (Eastern Time).

The Company agrees to use its best efforts to have the Securities approved for listing on the regulated market of the Luxembourg Stock Exchange and to maintain such listing so long as any of the Securities are outstanding; provided, however, that if it is impracticable or unduly burdensome, in the good faith determination of the Company, to maintain such listing due to changes in applicable law or listing requirements occurring after the original issue date of the Securities, the Company may de-list the Securities from the Luxembourg Stock Exchange and shall use its reasonable best efforts to obtain an alternative admission to listing, trading and/or quotation of the Securities by another listing authority, exchange or system within or outside the European Union as it may decide. If such an alternative admission is not available or is, in the Company�s opinion, unduly burdensome, such an alternative admission will not be obtained, and the Company shall have no further obligation in respect of any listing, trading or quotation for the Securities.

The Underwriters hereby agree in connection with the underwriting of the Securities to comply with the requirements set forth in any applicable sections of Rule 5121 of the Financial Industry Regulatory Authority, Inc.

Selling Restrictions:

European Economic Area

Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which 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 to the public of any Securities which are the subject of this offering may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such Securities 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 to the public in that Relevant Member State of any Securities may be made at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive.

4


For the purposes of this provision, the expression an �offer to the public� in relation to any Securities 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 any Securities to be offered so as to enable an investor to decide to purchase any Securities, 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 (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/EU.

This EEA selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

Each Underwriter represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering 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�).

France

No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the Securities that has been approved by the Autorit� des march�s financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorit� des march�s financiers; each Underwriter represents and agrees that no Securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; each Underwriter represents and agrees that the prospectus or any other offering material relating to the Securities have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifi�s) and/or a restricted circle of investors (cercle restreint d�investisseurs), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code mon�taire et financier. Each Underwriter represents and agrees that the direct or indirect distribution to the public in France of any so acquired Securities may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code mon�taire et financier and applicable regulations thereunder.

5


Hong Kong

Each Underwriter:

(a) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities other than to (i)��professional investors� as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii)�in other circumstances which do not result in the document being a �prospectus� as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(b) has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are or are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under securities laws of Hong Kong) other than with respect to Securities 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) of Hong Kong and any rules made under that Ordinance.

Japan

The Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the �FIEA�). Each Underwriter represents and agrees that it has not and will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1)�pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2)�in compliance with the other applicable laws, regulations and governmental guidelines of Japan.

Singapore

The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the �SFA�). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i)�to an institutional investor under Section�274 of the SFA, (ii)�to a relevant person, 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.

6


Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following relevant persons specified in Section�275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:

(a) 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

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, that shares, debentures and units of shares and debentures of that corporation or the beneficiaries� rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Securities under Section�275 of the SFA except:

(1) 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 $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;

(2) where no consideration is given for the transfer; or

(3) by operation of law.

In addition to the legal opinions required by Sections 6(b) and 6(c) of the Basic Provisions, the Underwriters shall have received an opinion of Skadden, Arps, Slate, Meagher�& Flom LLP, counsel to the Company, dated the Closing Date, to the effect that although the discussion set forth in the Prospectus under the headings �United States Federal Income Tax Considerations � Introduction� and �� Non-United States Holders� and in the final three paragraphs under the heading �Description of Notes� in the Prospectus Supplement dated November�13, 2014, does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Securities to non-United States holders of the Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Securities to non-United States holders of the Securities.

Barbara Politi, Esq., Assistant General Counsel-Capital Markets of the Company, is counsel to the Company. Skadden, Arps, Slate, Meagher�& Flom LLP has also acted as counsel to the Company in connection with matters related to the issuance of the Securities. Cleary Gottlieb Steen�& Hamilton LLP is counsel to the Underwriters.

7


Please accept this offer no later than 9:00 p.m. (Eastern Time) on November�13, 2014 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form:

�We hereby accept your offer, set forth in the Terms Agreement, dated November�13, 2014, to purchase the Securities on the terms set forth therein.�

Very truly yours,
CITIGROUP GLOBAL MARKETS INC., on behalf of the Underwriters named herein
By:

/s/ Chandru Harjani

Name: Chandru Harjani
Title: Director

ACCEPTED:

CITIGROUP INC.
By:

/s/ Joseph Bonocore

Name: Joseph Bonocore
Title: Deputy Treasurer


ANNEX A

Name of Underwriter

�� Principal�Amount
of Securities

Citigroup Global Markets Inc.

�� $ 710,000,000 ��

BBVA Securities Inc.

�� $ 25,000,000 ��

BNP Paribas Securities Corp.

�� $ 25,000,000 ��

Deutsche Bank Securities Inc.

�� $ 25,000,000 ��

HSBC Securities (USA) Inc.

�� $ 25,000,000 ��

ING Financial Markets LLC

�� $ 25,000,000 ��

National Bank of Canada Financial Inc.

�� $ 25,000,000 ��

Nomura Securities International, Inc.

�� $ 25,000,000 ��

Wells Fargo Securities, LLC

�� $ 25,000,000 ��

ABN AMRO Securities (USA) LLC

�� $ 5,000,000 ��

Apto Partners, LLC

�� $ 5,000,000 ��

Banca IMI S.p.A.

�� $ 5,000,000 ��

Blaylock Beal Van, LLC

�� $ 5,000,000 ��

CAVU Securities, LLC

�� $ 5,000,000 ��

Drexel Hamilton, LLC

�� $ 5,000,000 ��

Guzman�& Company

�� $ 5,000,000 ��

Lebenthal�& Co., LLC

�� $ 5,000,000 ��

MFR Securities, Inc.

�� $ 5,000,000 ��

Mischler Financial Group, Inc.

�� $ 5,000,000 ��

Mitsubishi UFJ Securities (USA), Inc.

�� $ 5,000,000 ��

RBC Capital Markets, LLC

�� $ 5,000,000 ��

Samuel A. Ramirez�& Company, Inc.

�� $ 5,000,000 ��

Scotia Capital (USA) Inc.

�� $ 5,000,000 ��

TD Securities (USA) LLC

�� $ 5,000,000 ��

Telsey Advisory Group LLC

�� $ 5,000,000 ��

UBS Securities LLC

�� $ 5,000,000 ��

The Williams Capital Group, L.P.

�� $ 5,000,000 ��
��

Total

�� $ 1,000,000,000 ��
��


ANNEX B

FINAL TERM SHEET

$1,000,000,000

4.300% SUBORDINATED NOTES DUE 2026

LOGO

Terms and Conditions:

Issuer: �� Citigroup Inc.
Ratings*: �� [Reserved]
Ranking: �� Subordinated. See �Subordination� below.
Trade Date: �� November 13, 2014
Settlement Date: �� November 20, 2014 (T+5 days)
Maturity: �� November 20, 2026
Par Amount: �� $1,000,000,000
Semi-Annual Coupon: �� 4.300% per annum
Re-offer�Spread�to�Benchmark: �� T10 + 200 basis points
Re-offer Yield: �� 4.350% per annum
Public Offering Price: �� 99.536%
Net Proceeds to Citigroup: �� $990,860,000 (before expenses)
Interest Payment Dates: �� The 20th of each May and November, beginning May 20, 2015. Following business day convention applicable
Day Count: �� 30/360.
Defeasance: �� Applicable. Provisions of Sections 11.02 and 11.03 of the Indenture apply.
Redemption at Issuer Option: �� Only for tax purposes.
Redemption for Tax Purposes: �� Applicable at issuer option if, as a result of changes in U.S. tax law, withholding tax or information reporting requirements are imposed on payments on the notes to non-United States persons. Redemption as a whole, not in part.
Sinking Fund: �� Not applicable.

10


Subordination: ��

The subordinated notes will rank subordinate and junior in right of payment to Citigroup�s Senior Indebtedness as described in �Description of Subordinated Notes � Subordination� in the related prospectus supplement dated November�13, 2014 and the accompanying prospectus dated November�13, 2013. Pursuant to the terms of the subordinated notes, �Senior Indebtedness� means: (1) the principal, premium, if any, and interest in respect of (A) indebtedness for money borrowed and (B) indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by Citigroup, including all indebtedness (whether now or hereafter outstanding) issued under (i) an indenture dated November�13, 2013 between Citigroup and The Bank of New York Mellon, as trustee, as the same has been or may be amended, modified or supplemented from time to time, and (ii) an indenture dated March�15, 1987, between Citigroup and The Bank of New York Mellon, as successor trustee, as the same has been or may be amended, modified or supplemented from time to time; (2) all capital lease obligations of Citigroup; (3) all obligations of Citigroup issued or assumed as the deferred purchase price of property, all conditional sale obligations of Citigroup and all obligations of Citigroup under any conditional sale or title retention agreement, but excluding trade accounts payable in the ordinary course of business; (4) all obligations, contingent or otherwise, of Citigroup in respect of any letters of credit, bankers acceptances, security purchase facilities or similar credit transactions; (5) all obligations of Citigroup in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts or other similar agreements; (6) all obligations of the type referred to in clauses (1) through (5) above of other persons for the payment which Citigroup is responsible or liable as obligor, guarantor or otherwise; and (7) all obligations of the type referred to in clauses (1) through (6) above of other persons secured by any lien on any property or asset of Citigroup, whether or not such obligation is assumed by Citigroup;

except that Senior Indebtedness does not include:

(A) any other indebtedness issued under the same indenture under which the subordinated notes are issued; (B) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Trust (as defined below) under (i) the indenture, dated as of October�7, 1996, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee, as the same has been or may be amended, modified, or supplemented from time to time, and (ii) the indenture, dated as of July�23, 2004, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, as trustee, as the same has been or may be amended, modified, or supplemented from time to time (collectively, the �junior subordinated debt indentures�); (C) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Trust under (i) the indenture, dated as of September�15, 2006, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A., as the same has been or may be amended, modified, or supplemented from time to time; and (ii) the indenture, dated as of June�28, 2007, between Citigroup and The Bank of New York Mellon (formerly The Bank of New York), as trustee, as the same has been or may be amended, modified, or supplemented from time to time (collectively, the junior junior subordinated debt indentures�); (D) any guarantee in respect of any preferred securities, capital securities or preference stock of a Citigroup Trust; (E) any


$1,000,000,000

4.300% SUBORDINATED NOTES DUE 2026

LOGO

��

indebtedness or any guarantee that is by its terms subordinated to, or ranks equally with, the subordinated notes and the issuance of which (x) has received the concurrence or approval of the staff of the Federal Reserve Bank of New York or the staff of the Board of Governors of the Federal Reserve System or (y) does not at the time of issuance prevent the subordinated notes from qualifying for Tier 2 capital treatment (irrespective of any limits on the amount of Citigroup�s Tier 2 capital) under the applicable capital adequacy guidelines, regulations, policies or published interpretations of the Board of Governors of the Federal Reserve System or any applicable concurrence or approval of the Federal Reserve Bank of New York or its staff.

�Citigroup Trust� means each of Citigroup Capital III, Citigroup Capital XIII and Citigroup Capital XVIII, each a Delaware statutory trust, or any other similar trust created for the purpose of issuing preferred securities in connection with the issuances of junior subordinated notes under the junior subordinated debt indentures or the junior junior subordinated debt indentures.

In addition, the subordinated notes may be fully subordinated to interests held by the U.S. government in the event of receivership, insolvency or similar proceedings, including a proceeding under the �orderly liquidation authority� provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Listing: �� Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange.
Minimum Denomination / Multiples: �� $1,000 / multiples of $1,000 in excess thereof
Sole Book Manager: �� Citigroup Global Markets Inc.
Senior Co-Managers: ��

BBVA Securities Inc.

BNP Paribas Securities Corp.

Deutsche Bank Securities Inc.

HSBC Securities (USA) Inc.

ING Financial Markets LLC

National Bank of Canada Financial Inc.

Nomura Securities International, Inc.

Wells Fargo Securities, LLC


$1,000,000,000

4.300% SUBORDINATED NOTES DUE 2026

LOGO

Junior Co-Managers: ��

ABN AMRO Securities (USA) LLC

Apto Partners, LLC

Banca IMI S.p.A.

Blaylock Beal Van, LLC

CAVU Securities, LLC

Drexel Hamilton, LLC

Guzman & Company

Lebenthal & Co., LLC

MFR Securities, Inc.

Mischler Financial Group, Inc.

Mitsubishi UFJ Securities (USA), Inc.

RBC Capital Markets, LLC

Samuel A. Ramirez & Company, Inc.

Scotia Capital (USA) Inc.

TD Securities (USA) LLC

Telsey Advisory Group LLC

UBS Securities LLC

The Williams Capital Group, L.P.

CUSIP: �� 172967JC6
ISIN: �� US172967JC62

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Citigroup Inc. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Citigroup has filed with the SEC for more complete information about Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. The file number for Citigroup�s registration statement is No.�333-192302. Alternatively, you can request the prospectus by calling toll-free in the United States 1-800-831-9146.

Exhibit 4.01

This Subordinated Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository named below or a nominee of the Depository. This Subordinated Note is not exchangeable for Subordinated Notes registered in the name of a Person other than the Depository or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Subordinated Note (other than a transfer of this Subordinated Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in the limited circumstances described herein.

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (the �Depository�), to Citigroup Inc. or its agent for registration of transfer, exchange, or payment, and any certificate issued in respect thereof is registered in the name of Cede�& Co. or in such other name as is requested by an authorized representative of the Depository (and any payment is made to Cede�& Co. or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede�& Co., has an interest herein.

The Subordinated Notes are not savings accounts or deposits but are unsecured obligations of Citigroup Inc. The Subordinated Notes are not insured by the Federal Deposit Insurance Corporation or by any other federal agency or instrumentality.

CITIGROUP INC.

4.300% Subordinated Notes due November�20, 2026

REGISTERED �� REGISTERED
�� CUSIP:�172967�JC�6
�� ISIN: US172967JC62
�� Common Code: 114111082
No. R-0001 �� $500,000,000

CITIGROUP INC., a Delaware corporation (the �Company�, which term includes any successor Person under the Indenture), for value received, hereby promises to pay to Cede�& Co., or registered assigns, the principal sum of $500,000,000 on November�20, 2026 and to pay interest thereon from and including November�20, 2014 or from the most recent Interest Payment Date (as defined herein) to which interest has been paid or duly provided for, semi-annually, on May�20 and November�20 of each year, commencing May�20, 2015, at the rate of 4.300%�per annum, until the principal hereof is paid or made available for payment (each such payment date, an �Interest Payment Date�). The Subordinated Notes may be redeemed in whole, but not in part, at any time if changes involving United States taxation occur which could require Citigroup to pay additional amounts.


The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid pursuant to the instructions of the Person in whose name this Subordinated Note is registered at the close of business on the Record Date for such interest, which shall be the Business Day immediately preceding such Interest Payment Date.

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Record Date and may either be paid pursuant to the instructions of the Person in whose name this Subordinated Note is registered at the close of business on a subsequent Record Date, such subsequent Record Date to be not less than five days prior to the date of payment of such defaulted interest, notice whereof shall be given to holders of Subordinated Notes of this series not less than 15 days prior to such subsequent Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Subordinated Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Interest hereon will be calculated on the basis of a 360-day year comprised of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed. In the event the Subordinated Notes do not continue to remain in book-entry only form, Citigroup shall have the right to select record dates, which shall be more than 14 days but less than 60 days prior to an Interest Payment Date.

If an Interest Payment Date falls on a day that is not a Business Day, such Interest Payment Date will be the next succeeding Business Day. If the Maturity of the Subordinated Notes falls on a day that is not a Business Day, the payment due on Maturity will be postponed to the next succeeding Business Day, and no further interest will accrue in respect of such postponement. If a date for payment of interest or principal on the Subordinated Notes falls on a day that is not a business day in the place of payment, such payment will be made on the next succeeding business day in such place of payment as if made on the date the payment was due. No interest will accrue on any amounts payable for the period from and after the due date for payment of such principal or interest.

For these purposes, �Business Day� means any day on which commercial banks settle payments and are open for general business in The City of New York.

Payment of the principal of and interest on this Subordinated Note will be made at the office or agency of the Trustee maintained for that purpose in The City of New York.

Reference is hereby made to the further provisions of this Subordinated Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee or by an authenticating agent on behalf of the Trustee by manual signature, this Subordinated Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

2


IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: November�20, 2014

CITIGROUP INC.
By:

Title: Deputy Treasurer

ATTEST:
By:

Title: Assistant Secretary

3


This is one of the Notes of the series issued under the within-mentioned Indenture.

Dated: November�20, 2014

THE BANK OF NEW YORK MELLON,
as Trustee
By:

Name:
Title:
-or-

CITIBANK, N.A.,

as Authenticating Agent

By:

Name:
Title:

4


This Subordinated Note is one of a duly authorized issue of Securities of the Company (the �Subordinated Notes�), issued and to be issued in one or more series under the Indenture, dated as of April�12, 2001, as supplemented August�2, 2004 (as so supplemented, the �Indenture�), between the Company and The Bank of New York Mellon (successor to J.P. Morgan Trust Company, N.A. and Bank One Trust Company, N.A.), as Trustee (the �Trustee�, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Subordinated Notes and of the terms upon which the Subordinated Notes are, and are to be, authenticated and delivered. This Subordinated Note is one of the series designated on the face hereof, initially limited in aggregate principal to $1,000,000,000.

The Company covenants and agrees that the indebtedness evidenced by the Subordinated Notes is subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) to the extent provided in the Indenture, and each holder of Subordinated Notes, by his or her acceptance thereof, likewise covenants and agrees to the subordination provided in the Indenture (including Article Fourteen thereof) and shall be bound by the provisions thereof.

In the event that the Company shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable after any applicable grace period, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of, or premium, if any, or interest on the indebtedness evidenced by the Subordinated Notes, or in respect of any redemption, retirement or other acquisition of any of the Subordinated Notes, except that holders of Subordinated Notes may receive and retain (x)�securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Subordinated Notes, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment and (y)�payments made from a defeasance trust created pursuant to Article Eleven of the Indenture.

In the event of:

(i) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property,

(ii) any proceeding for liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings,

5


(iii) any assignment by the Company for the benefit of creditors, or

(iv) any other marshalling of the assets of the Company,

all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Subordinated Notes on account thereof (except as provided in the next sentence). Any payment or distribution, whether in cash, securities or other property (other than (x)�securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Subordinated Notes, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment and (y)�payments made from a defeasance trust created pursuant to Article Eleven of the Indenture), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Subordinated Notes shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full.

If an event of default (as defined in the Indenture) with respect to Subordinated Notes of this series shall occur and be continuing, the principal of the Subordinated Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Subordinated Note upon compliance by the Company with certain conditions set forth in Article Eleven thereof, which provisions apply to this Subordinated Note.

The Indenture contains provisions permitting the Company and the Trustee, without the consent of the holders of Securities, to establish, among other things, the form and terms of any series of Securities issuable thereunder by one or more supplemental indentures, and, with the consent of the holders of not less than a majority of the principal amount of Securities at the time Outstanding which are affected thereby, to modify the Indenture or any supplemental indenture or the rights of the holders of Securities of such series to be affected, provided that no such modification shall, without the consent of the holder of each Outstanding Security so affected, (x)�change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium thereon, or change any place of payment where, or the coin or currency in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption on or after the Redemption Date) or modify the provisions of the Indenture with respect to the subordination of the Securities in a manner adverse to the Securityholders or (y)�reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of the holders of which is required for any supplemental indenture, or the consent of whose holders is required for any waiver provided for in the Indenture, or (z)�modify certain other provisions of the Indenture, as set forth in Section�13.02 of the Indenture.

6


No reference herein to the Indenture and no provision of this Subordinated Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Subordinated Note at the times, place and rate, and in the coin or currency, herein prescribed.

This Subordinated Note is a Global Security registered in the name of a nominee of the Depository. This Subordinated Note is exchangeable for Subordinated Notes registered in the name of a person other than the Depository or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for definitive Subordinated Notes in certificated form, this Subordinated Note may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.

The Subordinated Notes represented by this Global Security are exchangeable for definitive Subordinated Notes in certificated form of like tenor as such Subordinated Notes in denominations of $1,000 and whole multiples of $1,000 in excess thereof only if (i)�the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Subordinated Notes or (ii)�the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or (iii)�the Company in its sole discretion decides to allow the Subordinated Notes to be exchanged for definitive Subordinated Notes in registered form. Any Subordinated Notes that are exchangeable pursuant to the preceding sentence are exchangeable for certificated Subordinated Notes issuable in authorized denominations and registered in such names as the Depository shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of definitive Subordinated Notes in certificated form is registrable in the register maintained by the Company in The City of New York for such purpose, upon surrender of the definitive Subordinated Note for registration of transfer at the office or agency of the registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the registrar duly executed by, the holder thereof or his attorney duly authorized in writing, and thereupon one or more new Subordinated Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Subject to the foregoing, this Subordinated Note is not exchangeable, except for a Global Security or Global Securities of this issue of the same principal amount to be registered in the name of the Depository or its nominee.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Subordinated Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Subordinated Note is registered as the owner hereof for all purposes, whether or not this Subordinated Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

7


The Company will pay additional amounts (�Additional Amounts�) to the beneficial owner of any Subordinated Note that is a non-United States person in order to ensure that every net payment on such Subordinated Note will not be less, due to payment of U.S. withholding tax, than the amount then due and payable. For this purpose, a �net payment� on a Subordinated Note means a payment by the Company or a paying agent, including payment of principal and interest, after deduction for any present or future tax, assessment or other governmental charge of the United States. These Additional Amounts will constitute additional interest on the Subordinated Note.

The Company will not be required to pay Additional Amounts, however, in any of the circumstances described in items�(1) through (13)�below.

(1) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner:

(a) having a relationship with the United States as a citizen, resident or otherwise;

(b) having had such a relationship in the past or

(c) being considered as having had such a relationship.

(2) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner:

(a) being treated as present in or engaged in a trade or business in the United States;

(b) being treated as having been present in or engaged in a trade or business in the United States in the past or

(c) having or having had a permanent establishment in the United States.

(3) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld in whole or in part by reason of the beneficial owner being or having been any of the following (as such terms are defined in the Internal Revenue Code of 1986, as amended):

(a) personal holding company;

(b) foreign personal holding company;

(c) foreign private foundation or other foreign tax-exempt organization;

(d) passive foreign investment company;

(e) controlled foreign corporation or

(f) corporation which has accumulated earnings to avoid United States federal income tax.

8


(4) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10 percent or more of the total combined voting power of all classes of stock of the Company entitled to vote or by reason of the beneficial owner being a bank that has invested in a Subordinated Note as an extension of credit in the ordinary course of its trade or business.

For purposes of items�(1) through (4)�above, �beneficial owner� means a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership, limited liability company, corporation or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder.

(5) Additional Amounts will not be payable to any beneficial owner of a Subordinated Note that is a:

(a) fiduciary;

(b) partnership;

(c) limited liability company or

(d) other fiscally transparent entity

or that is not the sole beneficial owner of the Subordinated Note, or any portion of the Subordinated Note. However, this exception to the obligation to pay Additional Amounts will only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment.

(6) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay Additional Amounts will only apply if compliance with such reporting requirements is required by statute or regulation of the United States or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge.

(7) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is collected or imposed by any method other than by withholding from a payment on a Subordinated Note by the Company or a paying agent.

9


(8) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later.

(9) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of the presentation by the beneficial owner of a Subordinated Note for payment more than 30�days after the date on which such payment becomes due or is duly provided for, whichever occurs later.

(10) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any:

(a) estate tax;

(b) inheritance tax;

(c) gift tax;

(d) sales tax;

(e) excise tax;

(f) transfer tax;

(g) wealth tax;

(h) personal property tax or

(i) any similar tax, assessment, withholding, deduction or other governmental charge.

(11) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment, or other governmental charge required to be withheld by any paying agent from a payment of principal or interest on a Subordinated Note if such payment can be made without such withholding by any other paying agent.

(12) Additional amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any tax, assessment or other governmental charge that is required to be made pursuant to any European Union directive on the taxation of savings income or any law implementing or complying with, or introduced to conform to, any such directive.

(13)

Additional amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any withholding, deduction, tax, duty assessment or other governmental charge that would not have been imposed but for a failure by the holder or beneficial owner of a Subordinated Note (or any financial institution

10


through which the holder or beneficial owner holds the Subordinated Note or through which payment on the Subordinated Note is made) to take any action (including entering into an agreement with the Internal Revenue Service, or a governmental authority of another jurisdiction if the holder is entitled to the benefits of an intergovernmental agreement between that jurisdiction and the United States) or to comply with any applicable certification, documentation, information or other reporting requirement or agreement concerning accounts maintained by the holder or beneficial owner (or any such financial institution), or concerning ownership of the holder or beneficial owner, or any substantially similar requirement or agreement.

(14) Additional Amounts will not be payable if a payment on a Subordinated Note is reduced as a result of any combination of items (1)�through (14)�above.

Except as specifically provided herein, the Company will not be required to make any payment of any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of such government.

As used in this Subordinated Note, �United States person� means:

(a) any individual who is a citizen or resident of the United States;

(b) any corporation, partnership or other entity created or organized in or under the laws of the United States;

(c) any estate if the income of such estate falls within the federal income tax jurisdiction of the United States regardless of the source of such income and

(d) any trust if a United States court is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of the substantial decisions of the trust.

Additionally, �non-United States person� means a person who is not a United States person, and �United States� means the states of the United States of America and the District of Columbia, but excluding its territories and its possessions.

Except as provided below, the Subordinated Notes may not be redeemed prior to maturity.

(1) The Company may, at its option, redeem the Subordinated Notes if:

(a) the Company becomes or will become obligated to pay Additional Amounts as described above;

(b) the obligation to pay Additional Amounts arises as a result of any change in the laws, regulations or rulings of the United States, or an official position regarding the application or interpretation of such laws, regulations or rulings, which change is announced or becomes effective on or after November�13, 2014 and

(c) the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Subordinated Notes or taking any action that would entail a material cost to the Company.

11


(2) The Company may also redeem the Subordinated Notes, at its option, if:

(a) any act is taken by a taxing authority of the United States on or after November�13, 2014, whether or not such act is taken in relation to the Company or any affiliate, that results in a substantial probability that the Company will or may be required to pay Additional Amounts as described above;

(b) the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the Subordinated Notes or taking any action that would entail a material cost to the Company and

(c) the Company receives an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts described above, and delivers to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion the Company is entitled to redeem the Subordinated Notes pursuant to their terms.

Any redemption of the Subordinated Notes as set forth in clauses (1)�or (2)�above shall be in whole, and not in part, and will be made at a redemption price equal to 100% of the principal amount of the Subordinated Notes Outstanding plus accrued interest thereon to the date of redemption. Holders shall be given not less than 30 days nor more than 60 days� prior notice by the Trustee of the date fixed for such redemption.

All terms used in this Subordinated Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Subordinated Notes are governed by the laws of the State of New York.

12

Exhibit 5.01

November�20, 2014

Citigroup Inc.

399 Park Avenue

New York, New York 10043

Ladies and Gentlemen:

I am an Assistant General Counsel�Capital Markets of Citigroup Inc., a Delaware corporation (the �Company�). I refer to the offering of $1,000,000,000 4.300% Subordinated Notes due November�20, 2026 of the Company (the �Securities�) pursuant to the Registration Statement on Form S-3 (No. 333-192302) (the �Registration Statement�) and the prospectus dated November�13, 2013, as supplemented by the prospectus supplement dated November�13, 2014 (together, the �Prospectus�). The Securities were issued pursuant to the subordinated debt indenture dated as of April�12, 2001, as supplemented August�2, 2004, (the �Indenture�), between the Company and The Bank of New York Mellon, as successor trustee (the �Trustee�).

I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for the purposes of this opinion. In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of officers of the Company), the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the original of such copies.

Upon the basis of the foregoing, I am of the opinion that the Securities have been validly authorized and are validly issued and outstanding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture (subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors� rights generally and to general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law).


Citigroup Inc.

Page 2

My opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the General Corporation Law of the State of Delaware and such applicable provisions of the Delaware Constitution).

I consent to the filing of this opinion as Exhibit 5.01 to the Company�s Current Report on Form 8-K dated November�20, 2014 and to the reference to my name in the Prospectus under the heading �Legal Matters.� In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section�7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,
/s/ Barbara Politi
Assistant General Counsel�
Capital Markets


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