Filed Pursuant to Rule 424(b)(2)
Registration No. 333-270327
PROSPECTUS SUPPLEMENT
(to prospectus dated March 7,
2023)
$3,000,000,000
4.542% Fixed Rate/Floating Rate Notes due 2030
The notes will mature on September 19, 2030. The notes will bear interest (i) from, and including, the date of issuance of the notes
to, but excluding, September 19, 2029 (the Fixed Rate Period), at a fixed rate equal to 4.542% per annum, payable semi-annually in arrears on the 19th of each March and September,
commencing on March 19, 2025, and (ii) from, and including, September 19, 2029 (the Floating Rate Period), at an annual rate equal to SOFR (as defined on page 23 of the accompanying prospectus and compounding daily
over each interest period as described beginning on page 22 of the accompanying prospectus) plus 1.338%, payable quarterly in arrears on the second Business Day (as defined on page 26 of the accompanying prospectus) following each interest
period end date, commencing on December 21, 2029; provided that the interest payment date with respect to the final interest period will be a redemption date (as described below) or the maturity date. An interest period end date is
the 19th of each March, June, September and December, commencing on December 19, 2029 and ending on a redemption date or the maturity date.
Citigroup may redeem the notes (i) in whole at any time or in part from time to time, on or after March 19, 2025 (or, if additional
notes are issued after September 19, 2024, beginning six months after the issue date of such additional notes) and prior to September 19, 2029, (ii) in whole, but not in part, on September 19, 2029 and (iii) in whole at any
time or in part from time to time, on or after August 19, 2030, at the applicable redemption price described under Description of Notes below. In addition, Citigroup may redeem the notes prior to maturity if changes involving United
States taxation occur which could require Citigroup to pay additional amounts, as described under Description of Debt Securities Payment of Additional Amounts and Redemption for Tax Purposes in the accompanying
prospectus.
The notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful to make such
offers. The notes will not be listed on any securities exchange.
Investing in the notes involves a number of risks. See the Risk
Factors section beginning on page 8 of the accompanying prospectus, where specific risks associated with the notes are described, and the factors listed and described under Risk Factors in our annual report on Form
10-K for the year ended December 31, 2023, along with the other information in, or incorporated by reference in, this prospectus supplement and the accompanying prospectus before you make your investment decision.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Note |
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Total |
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Public Offering Price |
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100.000% |
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$ |
3,000,000,000 |
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Underwriting Discount |
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0.325% |
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$ |
9,750,000 |
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Proceeds to Citigroup (before expenses) |
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99.675% |
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$ |
2,990,250,000 |
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Interest on the notes will accrue from September 19, 2024. Net proceeds to Citigroup (after expenses) are
expected to be approximately $2,990,025,000.
The underwriters are
offering the notes subject to various conditions. The underwriters expect that the notes will be ready for delivery to investors on or about September 19, 2024, in book-entry form only through the facilities of The Depository Trust Company and
its direct participants, including Clearstream and Euroclear.
The notes are not deposits or savings accounts but are unsecured debt
obligations of Citigroup. The notes are not insured by the Federal Deposit Insurance Corporation or by any other governmental agency or instrumentality.
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Citigroup |
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Senior Co-Managers |
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Banco Sabadell |
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Barclays |
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BBVA |
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BMO Capital Markets |
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Capital One Securities |
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COMMERZBANK |
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Deutsche Bank Securities |
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MUFG |
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NatWest Markets |
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Nomura |
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PNC Capital Markets LLC |
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Raiffeisen Bank International |
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RBC Capital Markets |
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Roberts & Ryan |
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Scotiabank |
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SMBC Nikko |
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TD Securities |
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US Bancorp |
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Junior Co-Managers |
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American Veterans Group, PBC |
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ANZ Securities |
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Bank of China |
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BNY Capital Markets |
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Cabrera Capital Markets LLC |
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CIBC Capital Markets |
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Citizens Capital Markets |
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Commonwealth Bank of Australia |
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DBS Bank Ltd. |
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Desjardins Capital Markets |
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Drexel Hamilton |
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Fifth Third Securities |
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Huntington Capital Markets |
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Independence Point Securities |
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IMI Intesa Sanpaolo |
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KeyBanc Capital Markets |
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Loop Capital Markets |
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M&T Securities |
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Macquarie Capital |
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Mischler Financial Group, Inc. |
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Mizuho |
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nabSecurities, LLC |
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National Bank of Canada Financial Markets |
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Natixis |
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OCBC |
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Penserra Securities LLC |
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Regions Securities LLC |
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Security Capital |
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SOCIETE GENERALE |
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Truist Securities |
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UBS Investment Bank |
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UniCredit Capital Markets |
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Westpac Capital Markets LLC |
September 12, 2024