<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-68949
$3,900,000,000
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTES, SERIES A
MEDIUM-TERM SUBORDINATED NOTES, SERIES A
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
PRICING SUPPLEMENT NO. 00003, DATED JUNE 1, 2000
(TO PROSPECTUS SUPPLEMENT, DATED MAY 6, 1999,
TO PROSPECTUS, DATED MARCH 8, 1999).
DESCRIPTION OF NOTES
The terms of the notes set forth in this Pricing Supplement supplement and
modify, to the extent applicable, the description of general terms and
provisions of Citigroup Inc.'s Medium-Term Senior Notes, Series A set forth in
the accompanying prospectus and prospectus supplement. Capitalized terms not
defined herein shall have the meanings assigned to such terms in the
accompanying prospectus and prospectus supplement.
SUMMARY OF TERMS:
<TABLE>
<S> <C>
Title of Notes: Citigroup Inc. Medium-Term Senior Notes,
Series A
CUSIP No. 17306E AC 8
Aggregate Principal Amount: $850,000,000.00
Issue Price: 99.971%
Commission or Discount: 0.2000%
Proceeds to Citigroup on initial issuance: $848,053,500
Issue Date: 6/6/00
Stated Maturity Date: 6/6/02
Type of Interest on Note: Fixed Rate
Coupon Rate: 7.450%
Computation of Interest: 30/360
Interest Payment Dates: Semi-annually, on the 6th of each June and
December
First Interest Payment Date: December 6, 2000
Record Dates: 15 calendar days immediately preceding an
Interest Payment Date
Optional Redemption: 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 Notes."
Agents' capacity on original issuance: Principal
</TABLE>
SALOMON SMITH BARNEY
<TABLE>
<S> <C> <C>
ABN AMRO INCORPORATED BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL BEAR, STEARNS & CO., INC.
CHASE SECURITIES INC. J.P. MORGAN & CO.
BNP PARIBAS GROUP WACHOVIA SECURITIES, INC.
BLAYLOCK & PARTNERS L.P. MURIEL SIEBERT & CO., INC.
UTENDAHL CAPITAL PARTNERS, L.P. THE WILLIAMS CAPITAL GROUP, L.P.
</TABLE>
JUNE 1, 2000
<PAGE>
The agents identified under "Supplemental Plan of Distribution" have
purchased the notes as principal in this transaction for resale to one or more
investors or other purchasers at varying prices related to prevailing market
conditions at the time or times of resale as determined by the agents.
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 Luxembourg Stock Exchange. We cannot guarantee
that the application to the Luxembourg Stock Exchange will be approved, and
settlement of the notes is not conditioned on obtaining this listing. Inquiries
regarding our listing status on the Luxembourg Stock Exchange should be directed
to our listing agent, whose name and address are set forth at the end of this
pricing supplement.
Neither the Securities and Exchange Commission nor any state securities or
insurance commission nor the Luxembourg Stock Exchange has approved or
disapproved of these notes or determined if this pricing supplement or the
accompanying prospectus and prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The agents are offering the notes subject to various conditions. The agents
expect that the notes will be ready for delivery in book-entry form only through
The Depository Trust Company on or about June 6, 2000.
This pricing supplement and the accompanying prospectus and prospectus
supplement include information provided in order to comply with the rules
governing the listing of securities on the Luxembourg Stock Exchange. Citigroup
is responsible for the accuracy of the information contained or incorporated by
reference in this pricing supplement and the accompanying prospectus and
prospectus supplement. Citigroup confirms, after reasonable inquiry, that to the
best of its knowledge and belief it has not omitted any fact that would make any
statement contained or incorporated by reference in this pricing supplement and
the accompanying prospectus and prospectus supplement misleading in any material
respect.
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 PRICING
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND PROSPECTUS SUPPLEMENT.
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<PAGE>
SELECTED HISTORICAL FINANCIAL DATA
We are providing or incorporating by reference in this pricing supplement
selected historical financial information of Citigroup. All periods have been
restated where appropriate to reflect the merger of Citicorp into a subsidiary
of Travelers Group Inc. on October 8, 1998 and the merger of Salomon Inc with a
subsidiary of Travelers Group Inc. on November 28, 1997, each of which was
accounted for as a pooling of interests. The results of the property casualty
business acquired from subsidiaries of Aetna Service, Inc. are included from the
date of acquisition, April 2, 1996. We derived this information from the
consolidated financial statements of Citigroup, after giving effect to the
Citicorp and Salomon Inc mergers, 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 pricing supplement, copies of
which can be obtained free of charge. See "Where You Can Find More Information"
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 pricing supplement free of charge
at the office of Citigroup's listing agent, Banque Internationale a Luxembourg
S.A., located at 69 route d'Esch, L-1470 Luxembourg.
<TABLE>
<CAPTION>
AT OR FOR THE THREE
MONTHS ENDED
MARCH 31, AT OR FOR THE YEAR ENDED DECEMBER 31,
------------------- --------------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
-------- -------- -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Total revenues................... $ 23,708 $ 20,521 $ 82,005 $ 76,431 $ 72,306 $ 65,101 $ 58,957
Total revenues, net of interest
expense........................ 16,984 14,070 57,237 48,936 47,782 43,765 36,567
Income from continuing
operations(1).................. 3,590 2,489 9,994 5,807 6,705 7,073 5,610
Net income....................... 3,590 2,362 9,867 5,807 6,705 6,739 5,760
Dividends declared per common
share(2)....................... 0.160 0.120 0.540 0.370 0.267 0.200 0.178
BALANCE SHEET DATA:
Total assets..................... $738,205 $690,482(3) $715,690(3) $668,641 $697,384 $626,906 $559,146
Total deposits................... 268,339 238,978 261,091 228,649 199,121 184,955 167,131
Long-term debt................... 47,272 49,130 47,092 48,671 47,387 43,246 40,723
Total stockholders' equity....... 50,326 43,844(3) 48,890(3) 42,708 41,851 38,416 35,183
</TABLE>
------------------------------
(1) The three months ended March 31, 2000 and 1999 include net restructuring
related items of $20 million ($12 million after-tax) and ($130) million
(($74) million after-tax), respectively, and the years ended December 31,
1999, 1998 and 1997 include net restructuring related items (and in 1998
merger-related costs) of ($88) million (($47) million after-tax),
$795 million ($535 million after-tax) and $1,718 million ($1,046 million
after-tax), respectively.
(2) Amounts represent Travelers Group's historical dividends per common share
and have been adjusted to reflect stock splits.
(3) Restated to reflect the 2000 conversion of a portion of the convertible debt
of Nikko Securities Co., Ltd. into common stock.
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CAPITALIZATION
The following table sets forth the consolidated capitalization of Citigroup
at March 31, 2000, and as adjusted to give effect to the issuance and sale of
the notes, and no other change in the consolidated capitalization of Citigroup
since March 31, 2000 is reflected therein. Since March 31, 2000 through the date
of this pricing supplement, there has not been any material adverse change in
the information set forth below, except as described elsewhere in this pricing
supplement, in the accompanying prospectus and prospectus supplement or in any
of the documents incorporated by reference in this pricing supplement. The
information is only a summary and should be read together with the financial
information incorporated by reference in this pricing supplement and the
accompanying prospectus and prospectus supplement and which can be obtained free
of charge. See "Where You Can Find More Information" on page 6 of the
accompanying prospectus.
<TABLE>
<CAPTION>
AT MARCH 31, 2000
-------------------------
OUTSTANDING AS ADJUSTED
----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Debt:
Investment banking and brokerage borrowings............... $ 14,832 $ 14,832
Short-term borrowings..................................... 16,759 15,909
Long-term debt............................................ 47,272 48,122
-------- --------
Total debt.............................................. 78,863 78,863
-------- --------
Company or subsidiary obligated mandatorily redeemable
securities of subsidiary trusts holding solely junior
subordinated debt securities of--
Company................................................... 2,300 2,300
Subsidiaries.............................................. 2,620 2,620
Stockholders' equity:
Preferred stock at aggregate liquidation value............ 1,775 1,775
Common stock and additional paid-in capital (net of
treasury stock)......................................... 2,264 2,264
Retained earnings......................................... 46,881 46,881
Accumulated other changes in equity from nonowner
sources................................................. 744 744
Unearned compensation..................................... (1,338) (1,338)
-------- --------
Total stockholders' equity.............................. 50,326 50,326
-------- --------
Total capitalization...................................... $134,109 $134,109
======== ========
</TABLE>
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<PAGE>
DESCRIPTION OF NOTES
IT IS IMPORTANT FOR YOU TO CONSIDER THE INFORMATION CONTAINED IN THE
ACCOMPANYING PROSPECTUS AND PROSPECTUS SUPPLEMENT AND THIS PRICING SUPPLEMENT
BEFORE MAKING YOUR DECISION TO INVEST IN THE NOTES. IF ANY SPECIFIC INFORMATION
REGARDING THE NOTES IN THIS PRICING SUPPLEMENT IS INCONSISTENT WITH THE MORE
GENERAL TERMS OF THE NOTES DESCRIBED IN THE PROSPECTUS AND PROSPECTUS
SUPPLEMENT, YOU SHOULD RELY ON THE INFORMATION CONTAINED IN THIS PRICING
SUPPLEMENT.
BOOK-ENTRY NOTES
BOOK-ENTRY NOTES; THE DEPOSITORY TRUST COMPANY
Except under the limited circumstances described below, all notes will be
book-entry notes. This means that the actual purchasers of the notes will not be
entitled to have the notes registered in their names and will not be entitled to
receive physical delivery of the notes in definitive (paper) form. Instead, upon
issuance, all the notes will be represented by one or more fully registered
global notes.
Each global note will be deposited with The Depository Trust Company, a
securities depositary, and will be registered in the name of DTC's nominee,
Cede & Co. No global note representing book-entry notes may be transferred
except as a whole by DTC to a nominee of DTC, or by a nominee of DTC to another
nominee of DTC. Thus, DTC will be the only registered holder of the notes and
will be considered the sole representative of the beneficial owners of the notes
for purposes of the indenture.
The registration of the global notes in the name of Cede & Co. will not
affect beneficial ownership and is performed merely to facilitate subsequent
transfers. The book-entry system, which is also the system through which most
publicly traded common stock is held in the United States, is used because it
eliminates the need for physical movement of securities certificates. The laws
of some jurisdictions, however, may require some purchasers to take physical
delivery of their notes in definitive form. These laws may impair the ability of
holders to transfer book-entry notes.
Purchasers of notes in the United States may hold interests in the global
notes only through DTC, if they are participants in such system. Purchasers may
also hold interests indirectly through securities intermediaries--such as banks,
brokerage houses and other institutions that maintain securities accounts for
customers--that have accounts with DTC or its nominee ("participants").
Purchasers of notes in Europe can hold interests in the global notes only
through Clearstream Banking, SOCIETE ANONYME, or through Morgan Guaranty Trust
Company of New York, Brussels Office, as operator of the Euroclear System, if
they are participants in these systems or indirectly through organizations that
are participants in these systems.
Because DTC will be the only registered owner of the global notes,
Clearstream Banking and Euroclear will hold positions through their respective
U.S. depositaries, which in turn will hold positions on the books of DTC.
Citibank, N.A. will act as U.S. depositary for Clearstream Banking, and The
Chase Manhattan Bank will act as U.S. depositary for Euroclear. For information
on how accounts of ownership of notes held through DTC are recorded, please
refer to "Book-Entry Procedures and Settlement" beginning on page 31 of the
accompanying prospectus.
Citigroup, the trustee and all of their agents will not be liable for the
accuracy of, or responsible for maintaining, supervising or reviewing, DTC's
records or any participant's records relating to book-entry notes. Citigroup,
the trustee and all of their agents also will not be responsible or liable for
payments made on account of the book-entry notes.
In this pricing supplement, unless and until definitive (paper) notes are
issued to the beneficial owners as described below, all references to "holders"
of notes shall mean DTC. Citigroup, the trustee
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<PAGE>
and any paying agent, transfer agent or registrar may treat DTC as the absolute
owner of the notes for all purposes.
Citigroup will make all distributions of principal and interest on their
notes to DTC. Citigroup will send all required reports and notices solely to DTC
as long as DTC is the registered holder of the notes. DTC and its participants
are generally required by law to receive and transmit all distributions, notices
and directions from Citigroup and the trustee to the beneficial owners through a
chain of intermediaries. Purchasers of the notes will not receive written
confirmation from DTC of their purchases. However, beneficial owners of
book-entry notes are expected to receive written confirmations providing details
of the transaction, as well as periodic statements of their holdings, from the
participants or indirect participants through which they entered into the
transaction.
Similarly, Citigroup and the trustee will accept notices and directions
solely from DTC. Therefore, in order to exercise any rights of a holder of notes
under the indenture, each person owning a beneficial interest in the notes must
rely on the procedures of DTC and, in some cases, Clearstream Banking or
Euroclear. If the beneficial owner is not a participant in the applicable
system, then it must rely on the procedures of the participant through which
that person owns its interest. DTC has advised Citigroup that it will take
actions under the indenture only at the direction of its participants, which in
turn will act only at the direction of the beneficial owners. Some of these
actions, however, may conflict with actions DTC takes at the direction of other
participants and beneficial owners.
Notices and other communications by DTC to participants, by participants to
indirect participants, and by participants and indirect participants to
beneficial owners will be governed by arrangements among them.
Book-entry notes may be more difficult to pledge because of the lack of a
physical note. Beneficial owners may experience delays in receiving
distributions on their notes since distributions will initially be made to DTC
and must then be transferred through the chain of intermediaries to the
beneficial owner's account.
For background information on DTC, please refer to "Book-Entry Procedures
and Settlement" beginning on page 31 of the accompanying prospectus.
CLEARSTREAM BANKING
Clearstream Banking is incorporated under the laws of Luxembourg as a
professional depositary. Clearstream Banking holds securities for Clearstream
Banking participants and facilitates the clearance and settlement of securities
transactions between Clearstream Banking participants through electronic
book-entry changes in accounts of Clearstream Banking participants, thereby
eliminating the need for physical movement of certificates. Clearstream Banking
provides to Clearstream Banking participants, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Clearstream Banking interfaces
with domestic markets in several countries. As a professional depositary,
Clearstream Banking is subject to regulation by the Luxembourg Monetary
Institute. Clearstream Banking participants are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations and may include the agents. Indirect access to Clearstream Banking
is also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Clearstream
Banking participant either directly or indirectly.
EUROCLEAR
Euroclear was created to hold securities for participants of Euroclear and
to clear and settle transactions between Euroclear participants through
simultaneous electronic book-entry delivery against
S-6
<PAGE>
payment. This system eliminates the need for physical movement of notes and any
risk from lack of simultaneous transfers of securities and cash. Euroclear
includes various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries. The Euroclear Operator is
the Brussels, Belgium office of Morgan Guaranty Trust Company of New York, under
a contract with Euro-clear Clearance Systems S.C., a Belgian cooperative
corporation (the "Cooperative"). The Euroclear Operator conducts all operations.
All Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear Operator, not the Cooperative. The Cooperative
establishes policy for Euroclear on behalf of Euroclear participants. Euroclear
participants include banks, including central banks, securities brokers and
dealers and other professional financial intermediaries and may include the
agents. Indirect access to Euroclear is also available to other firms that clear
through or maintain a custodial relationship with a Euroclear participant,
either directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian
law. These Euroclear Terms and Conditions govern transfers of securities and
cash within Euroclear, withdrawals of securities and cash from Euroclear, and
receipts of payments with respect to securities in Euroclear. All securities in
Euroclear are held on a fungible basis without attribution of specific notes to
specific securities clearance accounts. The Euroclear Operator acts under the
Euroclear Terms and Conditions only on behalf of Euroclear participants, and has
no record of or relationship with persons holding through Euroclear
participants.
The foregoing information about DTC, Clearstream Banking and Euroclear has
been provided by each of them for informational purposes only and is not
intended to serve as a representation, warranty, or contract modification of any
kind.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Initial settlement for the notes will be made in immediately available
funds. Secondary market trading between DTC participants will occur in the
ordinary way, in accordance with DTC's rules, and will be settled in immediately
available funds using DTC's same-day funds settlement system. Secondary market
trading between Clearstream Banking participants and/or Euroclear participants
will occur in the ordinary way, in accordance with the applicable rules and
operating procedures of Clearstream Banking and Euroclear, and will be settled
using the procedures applicable to conventional eurobonds in immediately
available funds.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream
Banking or Euroclear participants, on the other, will be effected through DTC,
in accordance with DTC's rules, on behalf of the relevant European international
clearing system by the U.S. depositaries. However, such cross-market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in this system in accordance
with its rules and procedures and within its established deadlines, European
time. The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its U.S.
depositary to take action to effect final settlement on its behalf by delivering
or receiving notes in DTC, and making or receiving payment in accordance with
normal procedures for same-day funds settlement applicable to DTC. Clearstream
Banking participants and Euroclear participants may not deliver instructions
directly to DTC.
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<PAGE>
Because of time-zone differences, credits of notes received in Clearstream
Banking or Euroclear as a result of a transaction with a DTC participant will be
made during subsequent securities settlement processing and will be credited the
business day following the DTC settlement date. These credits or any
transactions in such notes settled during such processing will be reported to
the relevant Euroclear or Clearstream Banking participants on that business day.
Cash received in Clearstream Banking or Euroclear as a result of sales of notes
by or through a Clearstream Banking participant or a Euroclear participant to a
DTC participant will be received with value on the DTC settlement date, but will
be available in the relevant Clearstream Banking or Euroclear cash account only
as of the business day following settlement in DTC.
Although DTC, Clearstream Banking and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of notes among participants of DTC,
Clearstream Banking and Euroclear, they are under no obligation to perform or
continue to perform these procedures, and these procedures may be discontinued
at any time.
DISTRIBUTIONS ON BOOK-ENTRY NOTES
Citigroup will make all distributions of principal and interest on
book-entry notes to DTC. Upon receipt of any payment of principal or interest,
DTC will immediately credit the accounts of its participants on its book-entry
registration and transfer system. DTC will credit those accounts in proportion
to the participants' respective beneficial interests in the principal amount of
the global note as shown on the records of DTC. Payments by participants to
beneficial owners of book-entry notes will be governed by standing instructions
and customary practices, as is now the case with securities held for the
accounts of customers in bearer form or registered in "street name," and will be
the responsibility of those participants.
Distributions on the book-entry notes held beneficially through Clearstream
Banking will be credited to Clearstream Banking participants, in accordance with
Clearstream Banking's rules and procedures, to the extent received by its U.S.
depositary.
Distributions on book-entry notes held beneficially through Euroclear will
be credited to Euroclear participants, in accordance with the Euroclear Terms
and Conditions, to the extent received by its U.S. depositary.
DEFINITIVE NOTES AND PAYING AGENTS
If any of the events described under "Book-Entry Procedures and Settlement"
on page 31 of the accompanying prospectus occurs, or if both Clearstream Banking
and Euroclear notify Citigroup that they are unwilling or unable to continue as
a clearing system in connection with the notes, then the beneficial owners will
be notified through the chain of intermediaries that definitive notes are
available. Beneficial owners of book-entry notes will then be entitled (1) to
receive physical delivery in certificated form of definitive notes equal in
principal amount to their beneficial interest and (2) to have the definitive
notes registered in their names. The definitive notes will be issued in
denominations of $1,000 and whole multiples of $1,000 in excess of that amount.
Definitive notes will be registered in the name or names of the person or
persons DTC specifies in a written instruction to the registrar of the notes.
DTC may base its written instruction upon directions it receives from its
participants. Thereafter, the holders of the definitive notes will be recognized
as the "holders" of the notes under the indenture.
The indenture provides for the replacement of a mutilated, lost, stolen or
destroyed definitive note, so long as the applicant furnishes to Citigroup and
the trustee such security or indemnity and such evidence of ownership as they
may require.
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In the event definitive notes are issued, the holders of definitive notes
will be able to receive payments of principal and interest on their notes at the
office of Citigroup's paying agent maintained in the Borough of Manhattan, and,
if the definitive notes are listed on the Luxembourg Stock Exchange, at the
offices of the paying agent in Luxembourg. Payment of principal and a definitive
note may be made only against surrender of the note to one of Citigroup's paying
agents. Citigroup has the option, however, of making payments of interest by
mailing checks to the address of the holder appearing in the register of note
holders maintained by the registrar.
Citigroup's paying agent in the Borough of Manhattan is currently the
corporate trust office of The Bank of New York, located at 101 Barclay Street,
Floor 21 West, New York, New York. Citigroup's paying agent and transfer agent
in Luxembourg is Banque Internationale a Luxembourg S.A., currently located at
69 route d'Esch, L-1470 Luxembourg. As long as the notes are listed on the
Luxembourg Stock Exchange, Citigroup will maintain a paying agent and transfer
agent in Luxembourg. Any change in the Luxembourg paying agent and transfer
agent will be published in London and Luxembourg. See "--Notices."
In the event definitive notes are issued, the holders of definitive notes
will be able to transfer their notes, in whole or in part, by surrending the
notes for registration of transfer at the office of The Bank of New York and, so
long as definitive notes are listed on the Luxembourg Stock Exchange, at the
offices of the paying agent in Luxembourg, duly endorsed by or accompanied by a
written instrument of transfer in form satisfactory to Citigroup and the
securities registrar. Upon surrender, Citigroup will execute, and the trustee
will authenticate and deliver new notes to the designated transferee in the
amount being transferred, and a new note for any amount not being transferred
will be issued to the transferor. Citigroup will not charge any fee for the
registration of transfer or exchange, except that Citigroup may require the
payment of a sum sufficient to cover any applicable tax or other governmental
charge payable in connection with the transfer.
NOTICES
Notices to holders of the notes will be made by first class mail, postage
prepaid, to the addresses that appear on the register of Citigroup. So long as
the notes are listed on the Luxembourg Stock Exchange, notices to non-United
States residents will be made by publication in authorized newspapers in London
and in Luxembourg. It is expected that publication will be made in London in the
FINANCIAL TIMES and in Luxembourg in the LUXEMBURGER WORT. Any notice will be
deemed to have been given on the date of publication or, if published more than
once, on the date of the first publication.
PAYMENT OF ADDITIONAL AMOUNTS
OBLIGATION TO PAY ADDITIONAL AMOUNTS
Citigroup will pay additional amounts to the beneficial owner of any note
that is a non-United States person in order to ensure that every net payment on
such note will not be less than the amount then due and payable. For this
purpose, a "net payment" on a note means a payment by Citigroup 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
note.
EXCEPTIONS
Citigroup will not be required to pay additional amounts, however, in any of
the circumstances described in items (1) through (12) below.
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<PAGE>
(1) Additional amounts will not be payable if a payment on a 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:
- having a relationship with the United States as a citizen, resident or
otherwise;
- having had such a relationship in the past; or
- being considered as having or having had such a relationship.
(2) Additional amounts will not be payable if a payment on a 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:
- being treated as present in or engaged in a trade or business in the
United States;
- being treated as having been present in or engaged in a trade or
business in the United Sates in the past; or
- having or having had a permanent establishment in the United States.
(3) Additional amounts will not be payable if a payment on a 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 being or
having been a:
- personal holding company;
- foreign personal holding company;
- foreign private foundation or other foreign tax-exempt organization;
- passive foreign investment company;
- controlled foreign corporation; or
- corporation which has accumulated earnings to avoid United States
federal income tax.
(4) Additional amounts will not be payable if a payment on a 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 Citigroup entitled to
vote.
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 note
that is a:
- fiduciary;
- partnership;
- limited liability company; or
- other fiscally transparent entity
or that is not the sole beneficial owner of the note, or any portion of
the 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
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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 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 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 note by Citigroup or a paying agent.
(8) Additional amounts will not be payable if a payment on a 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 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 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 note is
reduced as a result of any:
- estate tax;
- inheritance tax;
- gift tax;
- sales tax;
- excise tax;
- transfer tax;
- wealth tax;
- personal property tax; or
- any similar tax, assessment or other governmental charge.
(11) Additional amounts will not be payable if a payment on a 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 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 note is
reduced as a result of any combination of items (1) through (11) above.
Except as specifically provided under "Payment of Additional Amounts" and
under "Redemption for Tax Purposes" below, Citigroup 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.
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<PAGE>
RELEVANT DEFINITIONS
As used in this prospectus supplement, "United States person" means:
- any individual who is a citizen or resident of the United States;
- any corporation, partnership or other entity created or organized in or
under the laws of the United States;
- 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
- 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 United States of America, including
the States and the District of Columbia, its territories, its possessions and
other areas within its jurisdiction.
REDEMPTION FOR TAX PURPOSES
REDEMPTION PROCEDURE
Citigroup may, at its option, redeem the notes as a whole, but not in part,
on not less than 30 nor more than 60 days' prior notice, only in the
circumstances described in items (1) or (2) below under "Redemption
Circumstances." To redeem, Citigroup must pay a redemption price equal to 100%
of the principal amount of the notes, together with accrued interest to the
redemption date.
REDEMPTION CIRCUMSTANCES
There are two sets of circumstances in which Citigroup may redeem the notes
in the manner described above under "Redemption Procedure:"
(1) Citigroup may redeem the notes if:
- Citigroup becomes or will become obligated to pay additional amounts as
described under "Payment of Additional Amounts" above;
- 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 the date of this prospectus supplement; and
- Citigroup 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
notes or taking any action that would entail a material cost to
Citigroup.
(2) Citigroup may also redeem the notes if:
- any act is taken by a taxing authority of the United States on or after
the date of this prospectus supplement, whether or not such act is taken
in relation to Citigroup or any affiliate, that results in a substantial
probability that Citigroup will or may be required to pay additional
amounts as described under "Payment of Additional Amounts" above;
- Citigroup 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
S-12
<PAGE>
substituting the obligor under the notes or taking any action that would
entail a material cost to Citigroup; and
- Citigroup 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 Citigroup will or may be required to pay the
additional amounts described under "Payment of Additional Amounts" above,
and delivers to the trustee a certificate, signed by a duly authorized
officer, stating that based on such opinion Citigroup is entitled to
redeem the notes pursuant to their terms.
S-13
<PAGE>
UNITED STATES TAX DOCUMENTATION REQUIREMENTS
INTRODUCTION
The following discussion of United States tax documentation requirements
does not deal with all aspects of United States federal income tax withholding
or reporting that may be relevant to a beneficial owner of the notes that is a
non-United States person. Investors should consult their tax advisors for
specific advice concerning the acquisition, ownership and disposition of the
notes.
DOCUMENTATION REQUIRED IN ORDER TO OBTAIN AN EXEMPTION FROM WITHHOLDING TAX
A 30% United States federal withholding tax will generally apply to payments
of interest on the notes, unless the beneficial owner of a note takes one of the
following steps to obtain an exemption from or reduction of the tax. The 30%
tax, however, may be allowed as a refund or credit against the beneficial
owner's United States federal income tax liability. In addition, if a beneficial
owner of a note does not properly provide the required documentation, or if such
documentation is not properly transmitted to and received by the United States
person required to withhold United States federal income tax, the beneficial
owner will not be entitled to any additional amounts from Citigroup described
under "Description of Notes--Payment of Additional Amounts" above.
(1) NON-UNITED STATES PERSONS. A beneficial owner of a note that is a
non-United States person can obtain an exemption from the withholding tax by
providing a properly completed IRS Form W-8BEN or IRS Form W-8. Pursuant to
Treasury regulations, the Internal Revenue Service has issued new Form
W-8BEN to replace Form W-8. Existing Forms W-8 which were valid on or after
January 1, 1999 will continue to be valid until they expire, or
December 31, 2000, whichever date is earlier. After December 31, 2000, a
beneficial owner must use Form W-8BEN to obtain an exemption from U.S.
withholding tax. Although Form W-8BEN is not required to be used until
December 31, 2000, beneficial owners may be asked to provide Form W-8BEN in
addition to, or instead of, the existing Form W-8 prior to such effective
date. This exemption is not available to:
- a controlled foreign corporation that is directly or indirectly related
to Citigroup through stock ownership;
- a person that actually or constructively owns 10 percent or more of the
total combined voting power of all classes of stock of Citigroup that are
entitled to vote; or
- a bank that has invested in the note as an extension of credit in the
ordinary course of its trade or business.
(2) NON-UNITED STATES PERSONS WITH EFFECTIVELY CONNECTED INCOME. A beneficial
owner of a note that is a non-United States person, including a non-United
States corporation or bank with a United States branch, that conducts a
trade or business in the United States with which the interest income on a
note is effectively connected, can obtain an exemption from the withholding
tax by providing a properly completed IRS Form W-8ECI or IRS Form 4224.
Pursuant to Treasury regulations, the Internal Revenue Service has issued
new Form W-8ECI to replace Form 4224. Existing Forms 4224 which were valid
on or after January 1, 1999 will continue to be valid until they expire, or
December 31, 2000, whichever date is earlier. After December 31, 2000, a
beneficial owner conducting a trade or business in the United States must
use Form W-8ECI to obtain an exemption from U.S. withholding tax. Although
Form W-8ECI is not required to be used until December 31, 2000, beneficial
owners may be asked to provide Form W-8ECI in addition to, or instead of,
the existing Form 4224 prior to such effective date.
(3) NON-UNITED STATES PERSONS ENTITLED TO INCOME TAX TREATY BENEFITS. A
beneficial owner of a note that is a non-United States person entitled to
the benefits of an income tax treaty to that the United States is a party
can obtain an exemption from or reduction of the withholding tax by
providing a
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<PAGE>
properly completed IRS Form W-8BEN or IRS Form 1001. Pursuant to Treasury
regulations, the Internal Revenue Service has issued new Form W-8BEN to
replace Form 1001. Existing Forms 1001 which were valid on or after
January 1, 1999 will continue to be valid until they expire, or
December 31, 2000, whichever date is earlier. After December 31, 2000, a
beneficial owner relying on a treaty exemption must use Form W-8BEN to
obtain an exemption from U.S. withholding tax. Although Form W-8BEN is not
required until December 31, 2000, beneficial owners may be asked to provide
Form W-8BEN in addition to, or instead of, the existing Form 1001 prior to
such effective date. The availability and extent of such exemption, however,
will depend upon the terms of the particular income tax treaty.
(4) UNITED STATES PERSONS: IRS FORM W-9. A beneficial owner of a note that is a
United States person can obtain an exemption from the withholding tax by
providing a properly completed IRS Form W-9, titled "Request for Taxpayer
Identification Number and Certification."
UNITED STATES FEDERAL INCOME TAX REPORTING PROCEDURE
BENEFICIAL OWNERS. A beneficial owner of a note is required to submit the
appropriate IRS form under applicable procedures to the person through which the
owner directly holds the note. For example, if the beneficial owner is listed
directly on the books of Euroclear or Clearstream Banking as the owner of the
note, the IRS form must be provided to Euroclear or Clearstream Banking, as the
case may be.
OTHER PERSONS THROUGH WHICH A NOTE IS HELD. Each other person through which
a note is held must submit, on behalf of the beneficial owner, the IRS form, or
in some cases a copy of such form, under applicable procedures through the chain
of intermediaries, until the IRS form is received by the United States person
that would be required to withhold United States federal income tax from
interest on the note. For example, in the case of a note held through Euroclear
or Clearstream Banking, the IRS form, or a copy of such form, must be received
by the U.S. depositary of such clearing agency. Applicable procedures include
additional certification requirements if a beneficial owner of the note provides
an IRS Form W-8 or IRS Form W-8BEN to any person who is a securities clearing
organization, bank, financial institution, custodian, broker, nominee or
otherwise acting as an agent for a beneficial noteholder that holds the note on
its behalf. In addition, after December 31, 2000, any person who is a securities
clearing organization, bank, financial institution, custodian, broker, nominee
or otherwise acting as an agent for a beneficial owner must submit Form W-8IMY,
or other substitute form deemed acceptable, to provide certification of the
validity of the beneficial owner's Form W-8BEN. Further, although Form W-8IMY is
not required until December 31, 2000, such persons may be asked to provide Form
W-8IMY prior to such effective date.
SPECIAL RULES MAY APPLY IF THE NOTES ARE HELD BY A FOREIGN PARTNERSHIP. In
the event that the notes are held by a foreign partnership, special rules may
apply in order that payments made on the notes not be subject to United States
federal withholding tax. Holders should consult their tax advisors with respect
to the tax consequences to them of the ownership and disposition of the notes
through a foreign partnership.
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<PAGE>
SUPPLEMENTAL PLAN OF DISTRIBUTION
Salomon Smith Barney Inc. is acting as representative of the agents listed
below, each of which has severally agreed to purchase the principal amount of
notes set forth opposite its name.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
AGENTS OF NOTES
------ ----------------
<S> <C>
Salomon Smith Barney Inc. .................................. $680,000,000
ABN Amro Incorporated....................................... 17,000,000
Banc One Capital Markets, Inc. ............................. 17,000,000
Barclays Capital Inc. ...................................... 17,000,000
Bear, Stearns & Co., Inc. .................................. 17,000,000
Chase Securities Inc. ...................................... 17,000,000
J.P. Morgan Securities Inc. ................................ 17,000,000
Paribas Corporation......................................... 17,000,000
Wachovia Securities, Inc. .................................. 17,000,000
Blaylock & Partners L.P. ................................... 8,500,000
Muriel Siebert & Co., Inc. ................................. 8,500,000
Utendahl Capital Partners, L.P. ............................ 8,500,000
The Williams Capital Group, L.P. ........................... 8,500,000
------------
Total..................................................... $850,000,000
============
</TABLE>
Citigroup will apply for listing of the notes on the Luxembourg Stock
Exchange. 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 agents have agreed that they will not offer, sell or deliver any of the
notes, directly or indirectly, or distribute this pricing supplement or the
accompanying prospectus and prospectus supplement or any other offering material
relating to the notes, in or from any jurisdiction, except when to the best
knowledge and belief of the agents it is permitted under applicable laws and
regulations. In so doing, the agents will not impose any obligations on
Citigroup, except as set forth in the distribution agreement relating to the
notes.
Each agent has represented and agreed that:
- it has not offered or sold, and, prior to the expiration of the period of
six months from the closing date for the issuance of the notes, will not
offer or sell any notes to persons in the United Kingdom, except to those
persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments, as principal or agent, for the
purposes of their businesses or otherwise in circumstances that have not
resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations
1995;
- it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in
relation to the notes in, from or otherwise involving the United Kingdom;
- it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue
or sale of the notes to a person who is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment
S-16
<PAGE>
Advertisements) (Exemptions) Order 1996, as amended, or is a person to
whom the document may otherwise lawfully be issued or passed on;
- it will not offer or sell any notes directly or indirectly in Japan or
to, or for the benefit of any Japanese person or to others, for
re-offering or re-sale directly or indirectly in Japan or to any Japanese
person except under circumstances which will result in compliance with
all applicable laws, regulations and guidelines promulgated by the
relevant governmental and regulatory authorities in effect at the
relevant time. For purposes of this paragraph, "Japanese person" means
any person resident in Japan, including any corporation or other entity
organized under the laws of Japan;
- it is aware of the fact that no German selling prospectus
(VERKAUFSPROSPEKT) has been or will be published in respect of the sale
of the notes and that it will comply with the Securities Selling
Prospectus Act (the "SSPA") of the Federal Republic of Germany
(WERTPAPIER-VERKAUFSPROSPEKTGESETZ). In particular, each agent has
undertaken not to engage in a public offering (OFFENTLICHE ANBIETEN) in
the Federal Republic of Germany with respect to any notes otherwise than
in accordance with the SSPA and any other act replacing or supplementing
the SSPA and all other applicable laws and regulations;
- the notes are being issued and sold outside the Republic of France and
that, in connection with their initial distribution, it has not offered
or sold and will not offer or sell, directly or indirectly, any notes to
the public in the Republic of France, and that it has not distributed and
will not distribute or cause to be distributed to the public in the
Republic of France this pricing supplement, the accompanying prospectus
and prospectus supplement or any other offering material relating to the
notes; and
- it and each of its affiliates have not offered or sold, and will not
offer or sell, the notes by means of any document to persons in Hong Kong
other than persons whose ordinary business it is to buy or sell shares or
debentures, whether as principal or agent, or otherwise in circumstances
which do not constitute an offer to the public within the meaning of the
Hong Kong Companies Ordinance (Chapter 32 of the Laws of Hong Kong).
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the notes in Canada is being made only on a private
placement basis exempt from the requirement that Citigroup prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of the notes are effected. Accordingly, any resale of the notes in Canada
must be made in accordance with applicable securities laws which will vary
depending on the relevant jurisdiction, and which may require resales to be made
in accordance with available statutory exemptions or pursuant to a discretionary
exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of the notes.
REPRESENTATIONS OF PURCHASERS
Each purchaser of notes in Canada who receives a purchase confirmation will
be deemed to represent to Citigroup and the dealer from whom such purchase
confirmation is received that (1) such purchaser is entitled under applicable
provincial securities laws to purchase such notes without the benefit of a
prospectus qualified under such securities laws or an offering memorandum,
(2) where required by law, that such purchaser is purchasing as principal and
not as agent, (3) if in Quebec, such purchaser shall be deemed to have agreed
that all documents relating to such purchase be in English only, and (4) such
purchaser has reviewed the terms above under "Resale Restrictions."
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<PAGE>
RIGHTS OF ACTION AND ENFORCEMENT
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
All of Citigroup's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Ontario purchasers to effect service of process within Canada on Citigroup
or such persons. All or a substantial portion of the assets of Citigroup and
such persons may be located outside of Canada and, as a result, it may not be
possible to satisfy a judgment against Citigroup or such persons in Canada or to
enforce a judgment obtained in Canadian courts against Citigroup or such persons
outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of notes to whom the Securities Act (British Columbia) applies
is advised that such purchaser is required to file with the British Columbia
Securities Commission a report within ten days of the sale of any notes acquired
by such purchaser pursuant to this offering. Such report must be in the form
attached to British Columbia Securities Commission Blanket Order BOR No. 95/17,
a copy of which may be obtained from Citigroup. Only one such report must be
filed in respect of notes acquired on the same date and under the same
prospectus exemption.
DIRECTORS AND EXECUTIVE OFFICERS OF CITIGROUP INC.
The members of the board of directors of Citigroup are: C. Michael
Armstrong, Alain J.P. Belda, Kenneth J. Bialkin, Kenneth T. Derr, John M.
Deutch, Ann Dibble Jordan, Reuben Mark, Michael T. Masin, Dudley C. Mecum,
Richard D. Parsons, Andrall E. Pearson, Robert E. Rubin, Franklin A. Thomas,
Sanford I. Weill, Edgar S. Woolard, Jr. and Arthur Zankel. The Honorable Gerald
R. Ford is an honorary director of Citigroup. The executive officers of
Citigroup are: Sanford I. Weill, Michael A. Carpenter, Paul J. Collins, Michael
D'Ambrose, Jay S. Fishman, Edward D. Horowitz, Thomas W. Jones, Robert I. Lipp,
Deryck C. Maughan, Victor J. Menezes, Charles O. Prince, III, William R. Rhodes,
Robert E. Rubin, Petros Sabatacakis, Todd S. Thomson, Marc P. Weill and Robert
B. Willumstad. The business address of each director and executive officer of
Citigroup in such capacities is 153 East 53rd Street, New York, NY 10043.
LEGAL OPINIONS
The validity of the notes will be passed upon for Citigroup by Stephanie B.
Mudick, Deputy General Counsel and an Assistant Secretary of Citigroup, 153 East
53rd Street, New York, New York 10043, and for the agents by Dewey Ballantine
LLP, 1301 Avenue of the Americas, New York, New York 10019-6092. Skadden, Arps,
Slate, Meagher & Flom LLP, New York, New York, has acted as special tax counsel
to Citigroup in connection with tax matters related to the issuance of the
notes. Ms. Mudick beneficially owns, or has rights to acquire under Citigroup's
employee benefit plans, an aggregate of less than 1% of Citigroup's common
stock. Dewey Ballantine LLP has from time to time acted as counsel for Citigroup
and its subsidiaries and may do so in the future. A member of Dewey Ballantine
LLP participating in this matter is the beneficial owner of an aggregate of less
than 1% of Citigroup's common stock. Kenneth J. Bialkin, a partner of Skadden,
Arps, Slate, Meagher & Flom LLP, is a director of Citigroup and he and other
attorneys in his firm beneficially own an aggregate of less than 1% of the
common stock of Citigroup.
S-18
<PAGE>
GENERAL INFORMATION
Application will be made to list the notes on the Luxembourg Stock Exchange.
In connection with the listing application, the certificate of incorporation and
the by-laws of Citigroup and a legal notice relating to the issuance of the
notes will be deposited prior to listing with GREFFIER EN CHEF DU TRIBUNAL
D'ARRONDISSEMENT DE ET A LUXEMBOURG. You may request copies of these documents
free of charge, together with this pricing supplement, the accompanying
prospectus and prospectus supplement, the distribution agreement relating to the
notes, the indenture and Citigroup's current annual and quarterly reports, as
well as all other documents incorporated by reference in this pricing
supplement, including future annual and quarterly reports, from the main office
of Banque Internationale a Luxembourg S.A. in Luxembourg so long as any of the
notes are outstanding.
These documents also will be made available for inspection at the main
office of Banque Internationale a Luxembourg S.A. in Luxembourg. Banque
Internationale a Luxembourg S.A. will act as intermediary between the Luxembourg
Stock Exchange and Citigroup and the holders of the notes.
You can also request copies of (1) this pricing supplement, the accompanying
prospectus and prospectus supplement and the indenture, and (2) Citigroup's
annual, quarterly and current reports, as well as other documents incorporated
by reference in this pricing supplement, including future annual, quarterly and
current reports, by following the directions under "Where You Can Find More
Information" on page 6 of the accompanying prospectus.
Neither Citigroup nor any of its subsidiaries is involved in litigation,
arbitration or administrative proceedings relating to claims or amounts that are
material in the context of the issue of the notes. Citigroup is not aware of any
such litigation, arbitration or administrative proceedings pending or
threatened.
Citigroup accepts responsibility for the information contained in this
pricing supplement and the accompanying prospectus and prospectus supplement.
Resolutions relating to the issue and sale of the notes were adopted by the
board of directors of Citigroup on December 15, 1998 and by the Notes Committee
of the board of directors on March 26, 1999.
The notes have been assigned Euroclear and Clearstream Banking Common Code
No. 011262813, International Security Identification Number (ISIN) US17306EAC84
and CUSIP No. 17306EAC8.
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<PAGE>
PRINCIPAL OFFICE OF
CITIGROUP INC.
153 East 53rd Street
New York, New York 10043
TRUSTEE
AND NEW YORK PAYING AGENT
The Bank of New York
101 Barclay Street
New York, New York 10286
LUXEMBOURG STOCK EXCHANGE LISTING AGENT
AND LUXEMBOURG PAYING AGENT AND TRANSFER AGENT
Banque Internationale a Luxembourg S.A.
69 route d'Esch
L-1470 Luxembourg
LEGAL ADVISERS
<TABLE>
<S> <C>
TO CITIGROUP INC. AS TO SPECIAL UNITED STATES TAX COUNSEL TO
UNITED STATES LAW CITIGROUP INC.
Stephanie B. Mudick, Esq. Skadden, Arps, Slate, Meagher & Flom LLP
Deputy General Counsel Four Times Square
Citigroup Inc. New York, New York 10036-6522
153 East 53rd Street
New York, New York 10043
</TABLE>
TO THE AGENTS
AS TO UNITED STATES LAW
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
INDEPENDENT AUDITORS OF CITIGROUP INC.
KPMG LLP
345 Park Avenue
New York, New York 10154
