| US$1,250,000,000 | FILED PURSUANT TO RULE 433 | |
| 3.750% SENIOR NOTES DUE 2024 | FILE NO. 333-192302 | |
Terms and Conditions:
| Issuer: |
Citigroup Inc. | |
| Ratings*: | Baa2 (stable outlook) / A- (negative outlook) / A (stable outlook) (Moody’s / S&P / Fitch) | |
| Trade Date: | June 9, 2014 | |
| Settlement Date: | June 16, 2014 (T+5 days) | |
| Maturity: | June 16, 2024 | |
| Par Amount: | $1,250,000,000 | |
| Semi-Annual Coupon: | 3.750% per annum. | |
| Re-offer Spread to Benchmark: | T10 + 115 basis points | |
| Re-offer Yield: | 3.765% per annum | |
| Public Offering Price: | 99.876% | |
| Net Proceeds to Citigroup: | $1,243,137,500 (before expenses) | |
| Interest Payment Dates: | The 16th of each June and December, beginning December 16, 2014. Following business day convention. | |
| 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-United States 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 Denomination / Multiples: | $1,000/ multiples of $1,000 in excess thereof | |
| Sole Book Manager: | Citigroup Global Markets Inc. | |
| Senior Co-Managers: | Barclays Capital Inc. BNP Paribas Securities Corp. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Nomura Securities International, Inc. SG Americas Securities, LLC Wells Fargo Securities, LLC | |
| US$1,250,000,000 | FILED PURSUANT TO RULE 433 | |
| 3.750% SENIOR NOTES DUE 2024 | FILE NO. 333-192302 | |
| Junior Co-Managers: | ANZ Securities, Inc. BBVA Securities Inc. Drexel Hamilton, LLC Great Pacific Securities ING Financial Markets LLC Loop Capital Markets LLC MFR Securities, Inc. Mitsubishi UFJ Securities (USA), Inc. nabSecurities, LLC RB International Markets (USA) LLC RBC Capital Markets, LLC Scotia Capital (USA) Inc. Skandinaviska Enskilda Banken AB (publ) SMBC Nikko Securities America, Inc. TD Securities (USA) LLC The Huntington Investment Company The Williams Capital Group, L.P. | |
| CUSIP: | 172967HT1 | |
| ISIN: | US172967HT16 | |
| * | 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.