Filed pursuant to Rule 433
Registration No. 333-192302
Terms and Conditions
| Issuer: | Citigroup Inc. | |
| Ratings*: | Baa1 / A- / A (Stable Outlook / Watch Negative / Stable Outlook) (Moody’s / S&P / Fitch) | |
| Ranking: | Senior | |
| Trade Date: | December 1, 2015 | |
| Settlement Date: | December 7, 2015 (T+4 days) | |
| Maturity: | December 7, 2018 | |
| Par Amount: | $1,650,000,000 | |
| Re-offer Spread to Benchmark: | T3+87.5 basis points | |
| Re-offer Yield: | 2.055% | |
| Semi-Annual Coupon: | 2.050% per annum | |
| Public Offering Price: | 99.986% | |
| Net Proceeds to Citigroup: | $1,645,644,000 (before expenses) | |
| Interest Payment Dates: | The 7th of each June and December, beginning June 7, 2016. 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: | 172967KE0 | |
| ISIN: | US172967KE00 | |
| Sole Book Manager: | Citigroup Global Markets Inc. | |
| Senior Co-Managers: | BBVA Securities Inc. Commerz Markets LLC Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. KKR Capital Markets LLC Mitsubishi UFJ Securities (USA), Inc. Natixis Securities Americas LLC RBS Securities Inc. |
| Junior Co-Managers: | Blaylock Beal Van, LLC Capital One Securities, Inc. CastleOak Securities, L.P. CIBC World Markets Corp. C.L. King & Associates, Inc. Danske Markets Inc. Fifth Third Securities, Inc. ING Financial Markets LLC Lebenthal & Co., LLC MFR Securities, Inc. Mizuho Securities USA Inc. National Bank of Canada Financial Inc. Nykredit Bank A/S PNC Capital Markets LLC RB International Markets (USA) LLC RedTail Capital Markets, LLC Regions Securities LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Standard Chartered Bank SunTrust Robinson Humphrey, Inc. Telsey Advisory Group 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.