| €1,250,000,000 | FILED PURSUANT TO RULE 433 | |
| 1.750% SENIOR NOTES DUE 2025 | FILE NO. 333-192302 | |
Terms and Conditions:
| Issuer: | Citigroup Inc. | |||
| Ratings*: | Baa2 / A- / A (Stable Outlook / Negative Outlook / Stable Outlook) (Moody’s / S&P / Fitch) | |||
| Ranking: | Senior | |||
| Offering Format: | SEC Registered | |||
| Trade Date: | January 21, 2015 | |||
| Settlement Date: | January 28, 2015 (T+5 days) | |||
| Maturity: | January 28, 2025 | |||
| Par Amount: | €1,250,000,000 | |||
| Reference Bund Benchmark: | DBR 1.00% August 2024 | |||
| 10-year EUR Mid-Swap Rate: | 0.793% | |||
| Re-offer Spread vs Mid-Swaps: | Mid-Swaps + 103 bps | |||
| Re-offer Spread vs Bunds: | DBR 1.000% August 2024 + 135.6 bps (Bund Price: 104.97) | |||
| Re-offer Yield: | 1.823% | |||
| Annual Coupon: | 1.750% | |||
| Public Offering Price: | 99.338% | |||
| Net Proceeds: | €1,236,725,000 (before expenses) | |||
| Interest Payment Dates: | The 28th of each January, beginning January 28, 2016 | |||
| Day Count: | Actual/Actual (ICMA), unadjusted | |||
| Business Days/Convention: | TARGET, London; Following | |||
| 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. | |||
| Settlement: | Euroclear / Clearstream | |||
| Minimum Denomination / Multiples: | €100,000 / multiples of €1,000 in excess thereof | |||
| Governing Law: | State of New York | |||
| Principal Paying Agent: | Citibank, N.A. | |||
| Documentation: | The notes will be issued under the issuer’s Registration Statement No. 333-192302 filed with the U.S. Securities and Exchange Commission | |||
| ISIN: | XS1173792059 | |||
| Common Code: | 117379205 | |||
| CUSIP: | 172967 JF9 | |||
| Sole Book Manager: | Citigroup Global Markets Limited | |||
| €1,250,000,000 | FILED PURSUANT TO RULE 433 | |
| 1.750% SENIOR NOTES DUE 2025 | FILE NO. 333-192302 | |
| Joint Lead Managers: | ABN AMRO Bank N.V. Banca IMI S.p.A. Banco Bilbao Vizcaya Argentaria, S.A. Danske Bank A/S Deutsche Bank AG, London Branch HSBC Bank plc Norddeutsche Landesbank Girozentrale | |
| Co-Managers: | BNP Paribas Crédit Agricole Corporate and Investment Bank Credit Suisse Securities (Europe) Limited Commerzbank Aktiengesellschaft Lloyds Bank plc National Australia Bank Limited ABN 12 004 044 937 Natixis Raiffeisen Bank International AG The Toronto-Dominion Bank UBS Limited |
| * | 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.