FILED PURSUANT TO RULE 433

File No. 333-224495

CITIGROUP INC.

$2,250,000,000

2.976% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2030

Terms and Conditions
Issuer:	Citigroup Inc.
Ratings*:	A3 / BBB+ / A (Stable Outlook / Stable Outlook / Stable Outlook) (Moody’s / S&P / Fitch)
Ranking:	Senior
Trade Date:	October 28, 2019
Settlement Date:	November 5, 2019 (T+6 days)
Maturity:	November 5, 2030
Par Amount:	$2,250,000,000
Treasury Benchmark:	1.625% due August 15, 2029
Treasury Price:	$98-01
Treasury Yield:	1.846%
Re-offer Spread to Benchmark:	T10 +113 bp
Re-offer Yield:	2.976%
Fixed Rate Coupon & Payment Dates:	2.976%, payable semiannually in arrears from and including the Settlement Date to, but excluding, November 5, 2029 (the “fixed rate period”).
	Following business day convention during the fixed rate period. Business days during fixed rate period New York.
Floating Rate Coupon & Payment Dates:	An annual floating rate equal to SOFR (as defined in the Issuer’s preliminary prospectus supplement dated October 28, 2019 (the “Preliminary Prospectus Supplement”) and compounding daily over each interest period as described in the Preliminary Prospectus Supplement) plus 1.422%, payable quarterly in arrears, on the second business day following each interest period end date, beginning on February 7, 2030 (the “floating rate period”). An “interest period end date” means the 5th of each February, May, August and November, beginning on February 5, 2030. Modified following business day convention during the floating rate period. Business days during floating rate period New York and U.S. Government Securities Business (as defined in the Preliminary Prospectus Supplement).
Public Offering Price:	100.000%
Net Proceeds to Citigroup:	$2,240,437,500 (before expenses)
Day Count:	30/360 during the fixed rate period, Actual/360 during the floating rate period
Defeasance:	Applicable. Provisions of Sections 12.02 and 12.03 of the Indenture apply
Redemption at Issuer Option:	We may redeem the notes, at our option, in whole at any time or in part from time to time, on or after May 5, 2020 and prior to November 5, 2029 upon at least 5 days’ but no more than 30 days’ notice to holders of the notes, at a redemption price equal to the sum of (i) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption; and (ii) the Make-Whole Amount (as defined in the Prospectus), if any, with respect to such notes. The Reinvestment Rate (as defined in the Prospectus) will equal the Treasury Yield defined therein calculated to November 5, 2029, plus 0.200%.
	We may redeem the notes, at our option, (i) in whole, but not in part, on November 5, 2029, or (ii) in whole at any time or in part from time to time, on or after August 5, 2030 upon at least 5 days’ but no more than 30 days’ notice to holders of the notes at a redemption price equal to the sum of 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption. SOFR for each calendar day from, and including, the Rate Cut-Off Date to, but excluding, the redemption date will equal SOFR in respect of the Rate Cut-Off Date.
Rate Cut-Off Date:	The second U.S. Government Securities Business Day prior to a redemption date and Maturity.
Redemption for Tax Purposes:	We may redeem the notes, at our option, in whole at any time, but not in part at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest thereon to, but excluding, the date of redemption, 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.
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:	17308CC53
ISIN:	US17308CC539
Sole Book Manager (80.50%):	Citigroup Global Markets Inc.
Senior Co-Managers (1.00% each):	ANZ Securities, Inc.
	BMO Capital Markets Corp.
	Capital One Securities, Inc.
	Erste Group Bank AG
	HSBC Securities (USA) Inc.
	ING Financial Markets LLC
	Lloyds Securities Inc.
	Scotia Capital (USA) Inc.
	SMBC Nikko Securities America, Inc.
	The Huntington Investment Company
Junior Co-Managers (0.50% each):	AmeriVet Securities Inc.
	Bankia, S.A.
	Barclays Capital Inc.
	Blaylock Van, LLC
	BNY Mellon Capital Markets, LLC
	CastleOak Securities, L.P.
	CIBC World Markets Corp.
	Commonwealth Bank of Australia
	Great Pacific Securities
	ICBC Standard Bank Plc
	Imperial Capital, LLC
	Industrial and Commercial Bank of China Limited, Singapore branch
	Loop Capital Markets LLC
	MFR Securities, Inc.
	Oversea-Chinese Banking Corporation Limited
	Penserra Securities LLC
	Regions Securities LLC
	Samuel A. Ramirez & Company, Inc.
	Tigress Financial Partners 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. 333-224495. Alternatively, you can request the prospectus by calling toll-free in the United States 1-800-831-9146.