Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
December 02 2016 - 9:00AM
Edgar (US Regulatory)
F
ILED
PURSUANT
TO
RULE
433
F
ILE
N
O
. 333-214120
CITIGROUP INC.
$2,250,000,000
2.900%
SENIOR NOTES DUE 2021
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) (Moodys / S&P / Fitch)
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Ranking:
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Senior
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Trade Date:
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December 1, 2016
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Settlement Date:
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December 8, 2016 (T+5 days)
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Maturity:
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December 8, 2021
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Par Amount:
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$2,250,000,000
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Treasury Benchmark:
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1.750% due November 30, 2021
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Treasury Price:
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$99-11
1
⁄
4
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Treasury Yield:
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1.887%
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Re-offer Spread to Benchmark:
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T
5
+105 bp
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Re-offer Yield:
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2.937%
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Semi-Annual Coupon:
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2.900%
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Public Offering Price:
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99.829%
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Net Proceeds to Citigroup:
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$2,238,840,000 (before expenses)
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Interest Payment Dates:
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The 8
th
of each June and December, beginning June 8, 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 June 8, 2017 and prior to
November 8, 2021, 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 Issuers 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 November 8,
2021, plus 0.200%.
We may redeem the notes, at our option, in whole, but not in part,
on or after November 8, 2021 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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172967LC3
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ISIN:
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US172967LC35
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Sole Book Manager:
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Citigroup Global Markets Inc.
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CITIGROUP INC.
$2,250,000,000
2.900%
SENIOR NOTES DUE 2021
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Senior Co-Managers:
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Commonwealth Bank of Australia
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Credit Suisse Securities (USA) LLC
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Deutsche Bank Securities Inc.
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Mizuho Securities USA Inc.
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MUFG Securities Americas Inc.
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PNC Capital Markets LLC
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RBC Capital Markets, LLC
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SG Americas Securities, LLC
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Skandinaviska Enskilda Banken AB (publ)
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TD Securities (USA) LLC
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UniCredit Capital Markets LLC
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Junior Co-Managers:
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ABN AMRO Securities (USA) LLC
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Academy Securities, Inc.
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Blaylock Beal Van, LLC
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BMO Capital Markets Corp.
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C.L. King & Associates, Inc.
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Capital One Securities, Inc.
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CastleOak Securities, L.P.
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Danske Markets Inc.
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Great Pacific Securities
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HSBC Securities (USA) Inc.
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ING Financial Markets LLC
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Lebenthal & Co., LLC
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Loop Capital Markets LLC
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Mischler Financial Group, Inc.
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Multi-Bank Securities, Inc.
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nabSecurities, LLC
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Regions Securities LLC
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Samuel A. Ramirez & Company, Inc.
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Scotia Capital (USA) Inc.
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SMBC Nikko Securities America, Inc.
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SunTrust Robinson Humphrey, Inc.
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U.S. Bancorp Investments, Inc.
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Wells Fargo Securities, LLC
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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.
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 Citigroups 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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