Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 18 2016 - 9:52AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
File No. 333-214120
C
ITIGROUP
I
NC
.
$3,000,000,000
3.200%
S
ENIOR
N
OTES
D
UE
2026
Terms and Conditions
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Issuer:
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Citigroup Inc.
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Ratings*:
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Baa1 / BBB+ / A (Stable Outlook / Stable Outlook / Stable Outlook) (Moody’s / S&P / Fitch)
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Ranking:
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Senior
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Trade Date:
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October 17, 2016
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Settlement Date:
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October 21, 2016 (T+4 days)
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Maturity:
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October 21, 2026
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Par Amount:
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$3,000,000,000
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Treasury Benchmark:
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1.500% due August 15, 2026
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Treasury Price:
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$97-22
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Treasury Yield:
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1.757%
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Re-offer Spread to Benchmark:
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T
10
+145 bp
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Re-offer Yield:
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3.207%
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Semi-Annual Coupon:
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3.200%
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Public Offering Price:
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99.941%
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Net Proceeds to Citigroup:
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$2,985,480,000.00 (before expenses)
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Interest Payment Dates:
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The 21
st
of each April and October, beginning April 21, 2017. Following business day convention applicable
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Day Count:
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30 / 360
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Defeasance:
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Applicable. Provisions of Sections 12.02 and 12.03 of the Indenture apply
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Redemption at Issuer Option:
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We may redeem the notes, at our option, in whole at any time or in part from time to time, on or after April 21, 2017 and prior to July
21, 2026, at a redemption price equal to the sum of (i) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption; and (ii) the Make-Whole Amount (as defined in the
Issuer’s Prospectus dated October 14, 2016 (the “Prospectus”)), if any, with respect to such notes. The Reinvestment Rate (as defined in the Prospectus) will equal the Treasury Yield defined therein calculated to July 21, 2026, plus
0.250%.
We may redeem the notes, at our option, in whole, but not in part, on or after
July 21, 2026 at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
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Redemption for Tax Purposes:
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We may redeem the notes, at our option, in whole at any time, but not in part, at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest thereon to, but excluding, the date of
redemption, 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-U.S. persons.
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Sinking Fund:
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Not applicable
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Listing:
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Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange
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Minimum Denominations/Multiples:
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$1,000 / multiples of $1,000 in excess thereof
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CUSIP:
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172967KY6
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ISIN:
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US172967KY63
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Sole Book Manager:
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Citigroup Global Markets Inc.
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C
ITIGROUP
I
NC
.
$3,000,000,000
3.200%
S
ENIOR
N
OTES
D
UE
2026
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Senior Co-Managers:
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BMO Capital Markets Corp.
Credit Agricole
Securities (USA) Inc.
Credit Suisse Securities (USA) LLC
Danske Markets Inc.
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
ING Financial Markets LLC
RBC Capital Markets, LLC
Scotia Capital (USA) Inc.
UniCredit Capital Markets LLC
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Junior Co-Managers:
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Academy Securities, Inc.
BBVA Securities
Inc.
Capital One Securities, Inc.
CIBC World Markets
Corp.
DZ Financial Markets LLC
Fifth Third Securities,
Inc.
Imperial Capital, LLC
Lloyds Securities Inc.
MFR Securities, Inc.
MUFG Securities Americas Inc.
Multi-Bank Securities, Inc.
nabSecurities, LLC
National Bank of Canada Financial Inc.
Nomura Securities
International, Inc.
Penserra Securities LLC
SMBC Nikko
Securities America, Inc.
Standard Chartered Bank
SunTrust
Robinson Humphrey, Inc.
TD Securities (USA) LLC
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*
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Note: A securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time.
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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. 333-214120. Alternatively, you can request the prospectus by calling toll-free in the United States
1-800-831-9146.
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