CITIGROUP INC — Capital/Financing Update 2014

Nov 14, 2014

Filed Pursuant to Rule 433

File No. 333-192302

$1,000,000,000

4.300% S UBORDINATED N OTES D UE 2026

Terms and Conditions:

Issuer:	Citigroup Inc.
Ratings*:	Baa3 / BBB+ / A- (Stable Outlook / Negative Outlook / Stable Outlook) (Moody’s / S&P / Fitch)
Ranking:	Subordinated. See “Subordination” below.
Trade Date:	November 13, 2014
Settlement Date:	November 20, 2014 (T+5 days)
Maturity:	November 20, 2026
Par Amount:	$1,000,000,000
Semi-Annual Coupon:	4.300% per annum
Re-offer Spread to Benchmark:	T10 + 200 basis points
Re-offer Yield:	4.350% per annum
Public Offering Price:	99.536%
Net Proceeds to Citigroup:	$990,860,000 (before expenses)
Interest Payment Dates:	The 20 th of each May and November, beginning May 20, 2015. Following business day convention applicable
Day Count:	30/360.
Defeasance:	Applicable. Provisions of Sections 11.02 and 11.03 of the Indenture apply.
Redemption at Issuer Option:	Only for tax purposes.
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-United States persons. Redemption as a whole, not in
part.
Sinking Fund:	Not applicable.

$1,000,000,000

4.300% S UBORDINATED N OTES D UE 2026

| Subordination: |
| --- |
| except that Senior Indebtedness does not include: |
| (A) any other indebtedness issued under the same indenture under which the subordinated notes are issued; (B) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Trust (as defined below) under (i) the
indenture, dated as of October 7, 1996, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee, as the same has been or may be amended, modified,
or supplemented from time to time, and (ii) the indenture, dated as of July 23, 2004, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank , as trustee, as the same has been or may be amended, modified,
or supplemented from time to time (collectively, the “junior subordinated debt indentures”); (C) all indebtedness (whether now or hereafter outstanding) issued to a Citigroup Trust under (i) the indenture, dated as of September 15,
2006, between Citigroup and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A., as the same has been or may be amended, modified, or supplemented from time to time; and (ii) the indenture, dated as of June 28, 2007,
between Citigroup and The Bank of New York Mellon (formerly The Bank of New York), as trustee, as the same has been or may be amended, modified, or supplemented from time to time (collectively, the junior junior subordinated debt indentures”);
(D) any guarantee in respect of any preferred securities, capital securities or preference stock of a Citigroup Trust; (E) any |

$1,000,000,000

4.300% S UBORDINATED N OTES D UE 2026

| | indebtedness or any guarantee that is by its terms subordinated to, or ranks equally with, the subordinated notes and the issuance of which (x) has received the concurrence or approval of the staff of the Federal Reserve Bank of New
York or the staff of the Board of Governors of the Federal Reserve System or (y) does not at the time of issuance prevent the subordinated notes from qualifying for Tier 2 capital treatment (irrespective of any limits on the amount of
Citigroup’s Tier 2 capital) under the applicable capital adequacy guidelines, regulations, policies or published interpretations of the Board of Governors of the Federal Reserve System or any applicable concurrence or approval of the Federal
Reserve Bank of New York or its staff. |
| --- | --- |
| | “Citigroup Trust” means each of Citigroup Capital III, Citigroup Capital XIII and Citigroup Capital XVIII, each a Delaware statutory trust, or any other similar trust created for the purpose of issuing preferred securities
in connection with the issuances of junior subordinated notes under the junior subordinated debt indentures or the junior junior subordinated debt indentures. |
| | In addition, the subordinated notes may be fully subordinated to interests held by the U.S. government in the event of receivership, insolvency or similar proceedings, including a proceeding under the “orderly liquidation
authority” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. |
| Listing: | Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange. |
| Minimum Denomination / Multiples: | $1,000 / multiples of $1,000 in excess thereof |
| Sole Book Manager: | Citigroup Global Markets Inc. |
| Senior Co-Managers: | BBVA Securities Inc. BNP Paribas Securities
Corp. Deutsche Bank Securities Inc. HSBC Securities (USA)
Inc. ING Financial Markets LLC National Bank of Canada
Financial Inc. Nomura Securities International, Inc. Wells
Fargo Securities, LLC |

$1,000,000,000

4.300% S UBORDINATED N OTES D UE 2026

| Junior Co-Managers: | ABN AMRO Securities (USA) LLC Apto Partners,
LLC Banca IMI S.p.A. Blaylock Beal Van, LLC CAVU Securities, LLC Drexel Hamilton, LLC Guzman & Company Lebenthal & Co., LLC MFR Securities, Inc. Mischler Financial Group, Inc. Mitsubishi UFJ Securities (USA), Inc. RBC Capital Markets,
LLC Samuel A. Ramirez & Company, Inc. Scotia Capital
(USA) Inc. TD Securities (USA) LLC Telsey Advisory Group
LLC UBS Securities LLC The Williams Capital Group,
L.P. |
| --- | --- |
| CUSIP: | 172967JC6 |
| ISIN: | US172967JC62 |

• 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. 333-192302. Alternatively, you can request the prospectus by calling toll-free in the United States 1-800-831-9146.