CITIGROUP INC — Capital/Financing Update 2015

Aug 6, 2015

F ILED P URSUANT TO R ULE 433

F ILE N O . 333-192302

1,250,000 D EPOSITARY S HARES

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

5.950% F IXED R ATE /F LOATING R ATE N ONCUMULATIVE P REFERRED S TOCK , S ERIES Q

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

Terms and Conditions:

Issuer:	Citigroup Inc.
Securities:	1,250,000 depositary shares, each representing a 1/25th interest in a share of perpetual 5.950% Noncumulative Preferred Stock, Series Q (the “Series Q preferred stock”)
Ratings*:	Ba2 / BB+ / BB+ / BBBL (Moody’s / S&P
/ Fitch / DBRS)
Trade Date:	August 5, 2015
Settlement Date:	August 12, 2015 (T+5 days)
Maturity:	Perpetual
Liquidation Preference:	$25,000 per share of Series Q preferred stock (equivalent to $1,000 liquidation preference per depositary share)
Aggregate Liquidation Preference:	$1,250,000,000
Public Offering Price:	$1,000 per depositary share
Net Proceeds to Citigroup:	$1,231,250,000 (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 August 15, 2020 (the “fixed rate period”), at an annual
rate of 5.950% payable semiannually in arrears and on a noncumulative basis, on each February 15, and August 15, beginning February 15, 2016, and (ii) from and including August 15, 2020 (the “floating rate period”), at an annual floating
rate equal to three-month USD LIBOR plus 4.095%, payable quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning November 15, 2020, 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, February 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 Q 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 August 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:	The depositary shares will not be listed on any exchange.
Voting Rights:	The holders of the Series Q 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 Q preferred stock. Holders of depositary shares must act
through the depositary to exercise any voting rights.
Depositary Shares CUSIP/ISIN:	172967JZ5 / US172967JZ57
Sole Structuring Agent and Sole Bookrunner:	Citigroup Global Markets Inc.

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F ILED P URSUANT TO R ULE 433

F ILE N O . 333-192302

1,250,000 D EPOSITARY S HARES

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

5.950% F IXED R ATE /F LOATING R ATE N ONCUMULATIVE P REFERRED S TOCK , S ERIES Q

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

| Senior Co-Managers: | ANZ Securities, Inc. Credit Suisse Securities
(USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA)
Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated RBS Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC Standard Chartered Bank UBS Securities LLC UniCredit Capital Markets LLC Wells Fargo Securities, LLC |
| --- | --- |
| Junior Co-Managers: | ABN AMRO Securities (USA) LLC Apto Partners,
LLC Barclays Capital Inc. BB&T Capital Markets, a
division of BB&T Securities, LLC BBVA Securities Inc. BMO
Capital Markets Corp. BNY Mellon Capital Markets, LLC CastleOak Securities, L.P. CAVU Securities, LLC Credit Agricole Securities (USA) Inc. Drexel Hamilton, LLC The Huntington Investment Company Imperial Capital, LLC ING Financial Markets LLC Lebenthal & Co., LLC Lloyds Securities Inc. Loop Capital Markets LLC MFR Securities, Inc. Mischler Financial Group, Inc. Mitsubishi UFJ Securities (USA), Inc. nabSecurities, LLC Nomura Securities International, Inc. Nykredit Bank A/S Siebert Brandford Shank & Co., L.L.C. SMBC Nikko Securities
America, Inc. SunTrust Robinson Humphrey, Inc. The Williams
Capital Group, L.P. |

• 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.

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