Filed Pursuant to Rule 433
File No. 333-224495
CITIGROUP INC.
$650,000,000
8-YEAR NON-CALL 7-YEAR GLOBAL FLOATING RATE SENIOR NOTES
Terms and Conditions
| Issuer: | Citigroup Inc. | |
| Ratings*: | Baa1 / BBB+ / A (Positive Outlook / Stable Outlook / Stable Outlook) (Moody’s / S&P / Fitch) | |
| Ranking: | Senior | |
| Trade Date: | June 5, 2018 | |
| Settlement Date: | June 12, 2018 (T+5 days) | |
| Maturity: | July 1, 2026 | |
| Par Amount: | $650,000,000 | |
| Floating Rate: | 3 month USD –BBA–LIBOR Reuters LIBOR01 | |
| Coupon: | 3 month LIBOR +125 bps | |
| Reoffer Spread: | 3 month LIBOR +125 bps | |
| Public Offering Price: | 100.000% | |
| Net Proceeds to Citigroup: | $647,400,000 (before expenses) | |
| Interest Payment Dates: | Quarterly on the 1st of each of January, April, July, and October, until maturity, with adjustment for period end dates on a modified following New York business day convention | |
| First Interest Payment Date: | October 1, 2018 | |
| Day Count: | Actual / 360 | |
| Interest Determination Date: | Two London Business Days prior to the first day of the related interest period | |
| Defeasance: | Applicable. Provisions of Sections 12.02 and 12.03 of the Indenture apply | |
| Redemption at Issuer Option: | We may redeem the notes, at our option, in whole, but not in part, on July 1, 2025 upon at least 15 days’ but no more than 60 days’ written notice to holders of the notes, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption. We may redeem the notes, at our option, in whole, but not in part, on or after June 1, 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. | |
| 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-U.S. persons. Redemption as a whole, not in part. | |
| Sinking Fund: | Not applicable | |
| Listing: | Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange | |
| Minimum Denominations/Multiples: | $1,000 / multiples of $1,000 in excess thereof | |
| CUSIP: | 172967MB4 | |
| ISIN:
|
US172967MB43
| |
| Sole Book Manager: | Citigroup Global Markets Inc. | |
CITIGROUP INC.
$650,000,000
8-YEAR NON-CALL 7-YEAR GLOBAL FLOATING RATE SENIOR NOTES
| Senior Co-Managers: | BNY Mellon Capital Markets, LLC Capital One Securities, Inc. Commerz Markets LLC Credit Suisse Securities (USA) LLC Lloyds Securities Inc. Santander Investment Securities Inc. UBS Securities LLC The Williams Capital Group, L.P. | |
| Junior Co-Managers: | ANZ Securities, Inc. Bank of China Limited, London Branch Blaylock Van, LLC BMO Capital Markets Corp. C.L. King & Associates, Inc. CastleOak Securities, L.P. Citizens Capital Markets, Inc. Danske Markets Inc. Fifth Third Securities, Inc. HSBC Securities (USA) Inc. Industrial and Commercial Bank of China (Asia) Limited ING Financial Markets LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. Rabo Securities USA, Inc. RBC Capital Markets, LLC Samuel A. Ramirez & Company, Inc. Scotia Capital (USA) Inc. Siebert Cisneros Shank & Co., L.L.C. SMBC Nikko Securities America, Inc. Standard Chartered Bank TD Securities (USA) LLC UniCredit Capital Markets LLC Westpac Capital Markets LLC |
| *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 Citigroup’s registration statement is No. 333-224495. Alternatively, you can request the prospectus by calling toll-free in the United States 1-800-831-9146.