| FILED PURSUANT TO RULE 433 File No. 333-192302 |
CITIGROUP INC.
$2,000,000,000
3.400% SENIOR NOTES DUE 2026
Terms and Conditions
| Issuer: | Citigroup Inc. | |
| Ratings*: | Baa1 / BBB+ / A (Stable Outlook / Stable Outlook / Stable Outlook) (Moody’s / S&P / Fitch) | |
| Ranking: | Senior | |
| Trade Date: | April 26, 2016 | |
| Settlement Date: | May 2, 2016 (T+4 days) | |
| Maturity: | May 1, 2026 | |
| Par Amount: | $2,000,000,000 | |
| Treasury Benchmark: | 1.625% due February 15, 2026 | |
| Treasury Price: | $97-11 | |
| Treasury Yield: | 1.924% | |
| Re-offer Spread to Benchmark: | T10+150 bp | |
| Re-offer Yield: | 3.424% | |
| Semi-Annual Coupon: | 3.400% | |
| Public Offering Price: | 99.798% | |
| Net Proceeds to Citigroup: | $1,987,460,000 (before expenses) | |
| Interest Payment Dates: | The 1st of each May and November, beginning November 1, 2016 (short first coupon). Following business day convention applicable | |
| Day Count: | 30 / 360 | |
| Defeasance: | Applicable. Provisions of Sections 12.02 and 12.03 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 | |
| Listing: | Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange | |
| Minimum Denominations/Multiples: | $1,000 / multiples of $1,000 in excess thereof | |
| CUSIP: | 172967KN0 | |
| ISIN: | US172967KN09 | |
| Sole Book Manager: | Citigroup Global Markets Inc. | |
| Senior Co-Managers: | ABN AMRO Securities (USA) LLC Barclays Capital Inc. Commerz Markets LLC Credit Suisse Securities (USA) LLC RBC Capital Markets, LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. UBS Securities LLC | |
CITIGROUP INC.
$2,000,000,000
3.400% SENIOR NOTES DUE 2026
| Junior Co-Managers: | Danske Markets Inc. DZ Financial Markets LLC Great Pacific Securities HSBC Securities (USA) Inc. Lebenthal & Co., LLC Loop Capital Markets LLC MFR Securities, Inc. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. Natixis Securities Americas LLC Nomura Securities International, Inc. RBS Securities Inc. RedTail Capital Markets, LLC Regions Securities LLC Samuel A. Ramirez & Company, Inc. Standard Chartered Bank SunTrust Robinson Humphrey, Inc. TD Securities (USA) LLC |
| * | 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.