CITIGROUP INC — Capital/Financing Update 2015

Oct 26, 2015

Filed pursuant to Rule 433

Registration No. 333-192302

$1,500,000,000

4.450% S UBORDINATED N OTES D UE 2027

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:	October 23, 2015
Settlement Date:	October 30, 2015 (T+5 days)
Maturity:	September 29, 2027
Par Amount:	$1,500,000,000. Upon settlement, the notes will form part of the same series as, and will be fungible with, the Issuer’s outstanding $2,000,000,000 4.450% Subordinated Notes due 2027 issued on September 29, 2015, and the
aggregate principal amount of this series of notes will be $3,500,000,000.
Re-offer Spread to Benchmark:	T10+233 basis points
Re-offer Yield:	4.417%
Semi-Annual Coupon:	4.450%
Public Offering Price:	100.299% (plus accrued interest)
Net Proceeds:	$1,503,482,916.67 (including $5,747,916.67 of accrued interest but before expenses)
Interest Payment Dates:	The 29 th of each March and September, beginning March 29, 2016. 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-U.S. persons. Redemption as a whole, not in part
Sinking Fund:	Not applicable

$1,500,000,000

4.450% S UBORDINATED N OTES D UE 2027

| Subordination: | The subordinated notes will rank subordinate and junior in right of payment to Citigroup’s Senior Indebtedness as described in
“Description of Subordinated Notes – Subordination” in the related prospectus supplement dated October 23, 2015 and the accompanying prospectus dated November 13, 2013. Pursuant to the terms of the subordinated notes,
“Senior Indebtedness” means: (1) the principal, premium, if any, and interest in respect of (A) indebtedness for money borrowed and (B) indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by
Citigroup, including all indebtedness (whether now or hereafter outstanding) issued under (i) an indenture dated November 13, 2013 between Citigroup and The Bank of New York Mellon, as trustee, as the same has been or may be amended, modified
or supplemented from time to time, and (ii) an indenture dated March 15, 1987, between Citigroup and The Bank of New York Mellon, as successor trustee, as the same has been or may be amended, modified or supplemented from time to time; (2) all
capital lease obligations of Citigroup; (3) all obligations of Citigroup issued or assumed as the deferred purchase price of property, all conditional sale obligations of Citigroup and all obligations of Citigroup under any conditional sale or title
retention agreement, but excluding trade accounts payable in the ordinary course of business; (4) all obligations, contingent or otherwise, of Citigroup in respect of any letters of credit, bankers acceptances, security purchase facilities or
similar credit transactions; (5) all obligations of Citigroup in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts or other similar
agreements; (6) all obligations of the type referred to in clauses (1) through (5) above of other persons for the payment which Citigroup is responsible or liable as obligor, guarantor or otherwise; and (7) all obligations of the type referred to in
clauses (1) through (6) above of other persons secured by any lien on any property or asset of Citigroup, whether or not such obligation is assumed by Citigroup; 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 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 (the junior junior subordinated debt indenture”); (D) any guarantee in respect of any preferred securities, capital securities or preference stock of a Citigroup Trust; (E) any 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 indenture. 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 | $1,000 / multiples of $1,000 in excess thereof |
| Denominations/Multiples: | |
| CUSIP: | 172967KA8 |
| ISIN: | US172967KA87 |
| Sole Book Manager: | Citigroup Global Markets Inc. |
| Senior Co-Managers: | Academy Securities, Inc. CAVU Securities,
LLC Drexel Hamilton, LLC Mischler Financial Group, Inc. Multi-Bank Securities, Inc. |

• 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.