CITIGROUP INC — Capital/Financing Update 2015

Nov 6, 2015

Filed pursuant to Rule 433

Registration No. 333-192302

1,500,000 D EPOSITARY S HARES

E ACH R EPRESENTING A 1/25 TH I NTEREST IN A S HARE OF

6.125% F IXED R ATE /F LOATING R ATE N ONCUMULATIVE P REFERRED S TOCK , S ERIES R

$1,000 L IQUIDATION P REFERENCE PER D EPOSITARY S HARE

Terms and Conditions:

Issuer:	Citigroup Inc.
Securities:	1,500,000 depositary shares, each representing a 1/25th interest in a share of perpetual 6.125% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series R (the “Series R preferred stock”)
Ratings*:	Ba2 / BB+ / BB+ / BBBL (Stable Outlook / Negative Outlook / Stable Outlook / Positive Outlook) (Moody’s / S&P / Fitch / DBRS)
Trade Date:	November 5, 2015
Settlement Date:	November 13, 2015 (T+5 days)
Maturity:	Perpetual
Liquidation Preference:	$25,000 per share of Series R preferred stock (equivalent to $1,000 liquidation preference per depositary share)
Aggregate Liquidation Preference:	$1,500,000,000
Public Offering Price:	$1,000 per depositary share
Net Proceeds to Citigroup:	$1,477,500,000 (before expenses).
Dividend Rate and Payment Dates:	When, as and if declared by the board of directors of Citigroup or a duly authorized committee thereof, (i) from and including the Settlement Date to but excluding November 15, 2020 (the “fixed rate period”), at an annual
rate of 6.125% payable semiannually in arrears and on a noncumulative basis, on each May 15, and November 15, beginning May 15, 2016, and (ii) from and including November 15, 2020 (the “floating rate period”), at an annual floating rate
equal to three-month USD LIBOR plus 4.478%, payable quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning February 15, 2021, on a noncumulative basis. Following business day convention during the fixed rate period.
Modified following business day convention during the floating rate period. Business days New York
First Dividend Payment Date:	If declared, May 15, 2016
Day Count:	30/360 during the fixed rate period, Actual/360 during the floating rate period
Redemption at Issuer’s Option:	Subject to any required approval of the Federal Reserve, Citigroup may redeem the Series R preferred stock, and thus redeem a proportionate number of depositary shares (i) in whole or in part, from time to time, on any dividend
payment date on or after November 15, 2020, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a cash redemption price equal to 100% of the liquidation preference, plus any declared and
unpaid dividends, and without accumulation of any undeclared dividends, to but excluding the redemption date
Sinking Fund:	Not applicable
Listing:	None
Voting Rights:	The holders of the Series R preferred stock do not have voting rights, except (i) as specifically required by Delaware law; (ii) in the case of certain dividend non-payments; (iii) with respect to the issuance of senior capital
stock of Citigroup; and (iv) with respect to changes to Citigroup’s organizational documents that would adversely affect the voting powers, preferences or special rights of the Series R preferred stock. Holders of depositary shares must act
through the depositary to exercise any voting rights
Depositary Shares CUSIP/ISIN:	172967KD2 / US172967KD27
Sole Structuring Agent and Sole Bookrunner:	Citigroup Global Markets Inc.
Senior Co-Managers:	Credit Suisse Securities (USA) LLC Deutsche
Bank Securities Inc. HSBC Securities (USA) Inc. ING Financial
Markets LLC Nomura Securities International, Inc. Santander
Investment Securities Inc. SG Americas Securities, LLC Wells
Fargo Securities, LLC UBS Securities LLC UniCredit Capital
Markets LLC

1,500,000 D EPOSITARY S HARES

E ACH R EPRESENTING A 1/25 TH I NTEREST IN A S HARE OF

6.125% F IXED R ATE /F LOATING R ATE N ONCUMULATIVE P REFERRED S TOCK , S ERIES R

$1,000 L IQUIDATION P REFERENCE PER D EPOSITARY S HARE

Junior Co-Managers: ANZ Securities, Inc. BNP Paribas Securities Corp. Commerz Markets LLC Credit Agricole Securities (USA) Inc. Danske Markets Inc. Great Pacific Securities Imperial Capital, LLC Lloyds Securities Inc. MFR Securities, Inc. Mizuho Securities USA Inc. nabSecurities, LLC Natixis Securities Americas LLC RB International Markets (USA) LLC RBS Securities Inc. Samuel A. Ramirez & Company, Inc. Siebert Brandford Shank & Co., L.L.C. Skandinaviska Enskilda Banken AB (publ) SMBC Nikko Securities America, Inc. Standard Chartered Bank

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