Bond Citigroup 5.1% ( US17298C2X56 ) in USD

Issuer Citigroup
Market price 100 %  ⇌ 
Country  United States
ISIN code  US17298C2X56 ( in USD )
Interest rate 5.1% per year ( payment 2 times a year)
Maturity 01/11/2021 - Bond has expired



Prospectus brochure of the bond Citigroup US17298C2X56 in USD 5.1%, expired


Minimal amount 1 000 USD
Total amount 2 467 000 USD
Cusip 17298C2X5
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Citigroup is a multinational investment bank and financial services corporation providing a wide range of financial products and services, including consumer banking, corporate and investment banking, securities brokerage, and asset management, across numerous global markets.

Citigroup's USD 2,467,000 bond (ISIN: US17298C2X56, CUSIP: 17298C2X5), a 5.1% coupon bond issued in the United States with a minimum purchase size of USD 1,000 and maturing on 01/11/2021, has reached maturity and been repaid at 100% of face value.







424B3 1 dp61067_424b3-1853a.htm AMENDED AND RESTATED PRICING SUPPLEMENT

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered
Maximum aggregate offering price
Amount of registration fee(1)
Medium-Term Senior Notes, Series G
$2,467,000
$248.43
(1)
The registration fee offset for this offering was previously reflected in Pricing Supplement No. 2015-CMTNG0701 to Registration Statement No. 333-192302 filed
with the U.S. Securities and Exchange Commission on October 30, 2015 pursuant to Rule 424(b)(2) under the Securities Act.

T his Am e nde d a nd Re st a t e d Pric ing Supple m e nt N o. 2 0 1 5 -CM T N G0 7 0 1 is be ing file d t o c orre c t t he a lloc a t ion be t w e e n
int e re st on t he De posit a nd Put Pre m ium for t a x purpose s, a s re fle c t e d on pa ge PS-8 . I nve st ors in t he se c urit ie s should not
re ly on t he inc orre c t a lloc a t ion inc lude d in t he origina l fina l pric ing supple m e nt .
Citigroup Inc.

Oc t obe r 2 8 , 2 0 1 5
M e dium -T e rm Se nior N ot e s, Se rie s G
Am e nde d a nd Re st a t e d Pric ing Supple m e nt N o. 2 0 1 5 -
CM T N G0 7 0 1
File d Pursua nt t o Rule 4 2 4 (b)(3 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 9 2 3 0 2
Annual Reset Coupon Securities Based on the Russell 2000® Index Due November 1, 2021
?
The securities offer annual coupon payments at a rate that, for each annual coupon payment date, will depend on the performance of the Russell
2000® Index (the "underlying index") over the preceding year. In general, the securities will pay a higher annual coupon rate if the underlying index has
appreciated over that year and a lower annual coupon rate if the underlying index has depreciated over that year. In exchange for these annual coupon
payments, investors in the securities must be willing to accept the risk of a loss of principal at maturity based on the performance of the underlying
index from the initial index level, determined on the pricing date, to the final index level, determined on the final valuation date. The securities provide a
15.00% buffer against any depreciation of the underlying index from the initial index level to the final index level. H ow e ve r, if t he unde rlying
inde x de pre c ia t e s by m ore t ha n 1 5 .0 0 % from t he init ia l inde x le ve l t o t he fina l inde x le ve l, you w ill lose 1 % of t he st a t e d
princ ipa l a m ount of your se c urit ie s for e ve ry 1 % by w hic h t ha t de pre c ia t ion e x c e e ds 1 5 .0 0 % . Although you will be exposed to
downside risk with respect to the underlying index if the underlying index depreciates by more than 15.00%, you will not participate in any appreciation
of the underlying index or receive any dividends paid on the stocks that constitute the underlying index.
?
The securities are unsecured senior debt securities issued by Citigroup Inc. Investors in the securities must be willing to accept (i) an investment that
may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities if we default on our obligations. All pa ym e nt s
on t he se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup I nc .
K EY T ERM S

U nde rlying inde x :
The Russell 2000® Index (ticker symbol: "RTY")
Aggre ga t e st a t e d princ ipa l
$2,467,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
October 28, 2015
I ssue da t e :
October 30, 2015
Coupon pa ym e nt da t e s:
Annually on the 30th day of each October, commencing October 2016, or if such day is not a business day, the
immediately following business day, provided that, if the valuation date immediately preceding any coupon payment
date is postponed, such coupon payment date will be postponed for the same number of business days and no
additional interest will accrue as a result of such delayed payment. Notwithstanding the foregoing, the coupon
payment date for the final valuation date will be the maturity date.
V a lua t ion da t e s:
With respect to each coupon payment date, the fifth business day preceding such coupon payment date, and are
scheduled to be October 24, 2016, October 23, 2017, October 23, 2018, October 23, 2019, October 23, 2020 and
October 25, 2021 (the "final valuation date"), each subject to postponement if such date is not a scheduled trading day
or if certain market disruption events occur.
Annua l obse rva t ion pe riod:
The period commencing on and including the pricing date and ending on and including the first valuation date, and
each subsequent period from and including a valuation date to and including the next succeeding valuation date. We
refer to the pricing date together with the valuation dates as the "observation dates."
M a t urit y da t e :
November 1, 2021
Coupon:
On each annual coupon payment date, the securities will pay a coupon at an annual rate determined as follows:
? If the applicable annual index return percentage is ze ro or posit ive : 5.10%
? If the applicable annual index return percentage is ne ga t ive : 3.25%
I f t he a nnua l inde x re t urn pe rc e nt a ge for a ny c oupon pa ym e nt da t e is ne ga t ive (m e a ning t ha t
t he c losing le ve l of t he unde rlying inde x is low e r a t t he e nd of t he m ost re c e nt a nnua l
obse rva t ion pe riod t ha n it w a s a t t he be ginning of t ha t a nnua l obse rva t ion pe riod), you w ill only
re c e ive t he low e r of t he t w o possible a nnua l int e re st ra t e s spe c ifie d a bove .
Annua l inde x re t urn
For any annual coupon payment date, the annual index return percentage is the percentage change from the closing
pe rc e nt a ge :
level of the underlying index on the observation date occurring at the beginning of the most recently ended annual
observation period to the closing level of the underlying index on the observation date occurring at the end of that
annual observation period, calculated as follows: (i) final annual index level minus initial annual index level, divided by
(ii) initial annual index level.
I nit ia l a nnua l inde x le ve l:
For purposes of calculating the annual index return percentage, the closing level of the underlying index on the
observation date occurring at the beginning of the relevant annual observation period
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Fina l a nnua l inde x le ve l:
For purposes of calculating the annual index return percentage, the closing level of the underlying index on the
observation date occurring at the end of the relevant annual observation period
Pa ym e nt a t m a t urit y:
At maturity, for each security you then hold, you will receive the applicable annual coupon payment plus:
? If the final index level is gre a t e r t ha n or e qua l t o the buffer level: $1,000
? If the final index level is le ss t ha n the buffer level: ($1,000 × the index performance factor) + $150.00
I f t he fina l inde x le ve l is le ss t ha n t he buffe r le ve l, your pa ym e nt a t m a t urit y w ill be le ss, a nd
possibly signific a nt ly le ss, t ha n t he $ 1 ,0 0 0 st a t e d princ ipa l a m ount pe r se c urit y. Y ou should
not inve st in t he se c urit ie s unle ss you a re w illing a nd a ble t o be a r t he risk of losing a
signific a nt port ion of your inve st m e nt .
I nit ia l inde x le ve l:
1,178.716, the closing level of the underlying index on the pricing date
Fina l inde x le ve l:
The closing level of the underlying index on the final valuation date
I nde x pe rform a nc e fa c t or:
The final index level divided by the initial index level
Buffe r le ve l:
1,001.909, 85.00% of the initial index level
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17298C2X5 / US17298C2X56
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd issue
I ssue pric e (1)(2)
U nde rw rit ing fe e (3)(4)
Proc e e ds t o issue r(4)
pric e :
Pe r se c urit y:
$1,000.00
$34.50
$965.50
T ot a l:
$2,467,000.00
$85,111.50
$2,381,888.50
(1) On the date of this pricing supplement, the estimated value of the securities is $938.50 per security, which is less than the issue price. The estimated
value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of
our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you at any time after
issuance. See "Valuation of the Securities" in this pricing supplement.
(2) The issue price for investors purchasing the securities in fee-based advisory accounts will be $965.50 per security, assuming no custodial fee is charged
by a selected dealer, and up to $970.50, assuming the maximum custodial fee is charged by a selected dealer. See "Supplemental Plan of Distribution" in
this pricing supplement.
(3) CGMI will receive an underwriting fee of up to $34.50 for each security sold in this offering (or up to $5.00 for each security sold to fee-based advisory
accounts). See "Supplemental Plan of Distribution" in this pricing supplement.
(4) The per security proceeds to Citigroup Inc. indicated above represent the minimum per security proceeds to Citigroup Inc. for any security, assuming the
maximum per security underwriting fee of $34.50. As noted in footnote (3), the underwriting fee is variable. In addition to the underwriting fee, CGMI and its
affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See "Use of Proceeds and Hedging" in the
accompanying prospectus.
I nve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l
de bt se c urit ie s. Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS-3 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he
se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying produc t supple m e nt , unde rlying supple m e nt ,
prospe c t us supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse . You
should read this pricing supplement together with the accompanying product supplement, underlying supplement, prospectus supplement and
prospectus, each of which can be accessed via the following hyperlinks: Product Supplement No. EA-02-03 dated November 13, 2013
Underlying Supplement No. 3 dated November 13, 2013 Prospectus Supplement and Prospectus each dated November 13, 2013
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny
ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .


Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due November 1, 2021

Additional Information

The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented by
this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that are
not repeated in this pricing supplement. For example, certain events may occur that could affect your payment at maturity. These events and
their consequences are described in the accompanying product supplement in the sections "Description of the Securities--Certain Additional
Terms for Securities Linked to an Underlying Index--Consequences of a Market Disruption Event; Postponement of a Valuation Date" and "--
Discontinuance or Material Modification of an Underlying Index", and not in this pricing supplement. The accompanying underlying supplement
contains important disclosures regarding the underlying index that are not repeated in this pricing supplement. It is important that you read the
accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement in
connection with your investment in the securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying
product supplement.

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Hypothetical Examples

The table below illustrates various hypothetical total returns you might receive on the securities for a range of hypothetical final index levels and
a varying number of annual coupon payment dates on which the higher coupon rate stated on the cover of this pricing supplement is paid. The
hypothetical total return figures in the table below represent a total return on your investment if the securities are held to maturity. The outcomes
illustrated in the table below are not exhaustive, and your actual total return on the securities may differ from any example illustrated below. For
ease of analysis, figures in the table below have been rounded.

The coupon rate applicable to any annual coupon payment date will depend on the annual index return percentage for the most recent annual
observation period ended prior to that coupon payment date. The securities will pay a coupon at the higher coupon rate stated on the cover of
this pricing supplement on an annual coupon payment date only if the relevant annual index return percentage is zero or positive. The annual
index return percentage for an annual observation period will be zero or positive only if the closing level of the underlying index on the
observation date occurring at the end of that annual observation period is greater than or equal to the closing level of the underlying index on
the observation date occurring at the beginning of that annual observation period. If the annual index return percentage is negative for any
annual coupon payment date, the coupon rate for that coupon payment date will be 3.25% per annum.

The payment at maturity will depend on the performance of the underlying index from the initial index level, determined on the pricing date, to
the final index level, determined on the final valuation date. The securities provide for repayment of principal only if the underlying index has not
depreciated by more than 15.00% from the initial index level to the final index level. If the underlying index depreciates by more than 15.00%
from the initial index level to the final index level, so that the final index level is less than the buffer level, you will lose a portion of the stated
principal amount at maturity equal to the extent to which that depreciation exceeds 15.00%.

The table below is based on the following values in order to illustrate how the securities work:

I nit ia l inde x le ve l:
1,178.716 (the closing level of the underlying index on the pricing date)
Buffe r le ve l:
1,001.909 (85.00% of the initial index level)
Coupon ra t e if re le va nt a nnua l
5.10% per annum
inde x re t urn pe rc e nt a ge is ze ro or
posit ive :

H ypot he t ic a l t ot a l re t urn on t he se c urit ie s 2 if t he a nnua l inde x re t urn
H ypot he t ic a l
pe rc e nt a ge is ze ro or posit ive , re sult ing in t he highe r a nnua l c oupon
pe rc e nt a ge
ra t e , w it h re spe c t t o:
c ha nge from
H ypot he t ic a l
All
5
N o
H ypot he t ic a l init ia l inde x le ve l pa ym e nt a t
c oupon
c oupon 4 c oupon 3 c oupon 2 c oupon 1 c oupon
c oupon
fina l inde x
t o fina l inde x
m a t urit y 1
pa ym e nt pa ym e nt pa ym e nt
pa ym e nt
pa ym e nt
pa ym e nt
pa ym e nt
le ve l
le ve l
pe r se c urit y
da t e s
da t e s
da t e s
da t e s
da t e s
da t e
da t e
1,355.523
15.00%
$1,000.00
30.60%
28.75%
26.90%
25.05%
23.20%
21.35%
19.50%
1,178.716
0.00%
$1,000.00
30.60%
28.75%
26.90%
25.05%
23.20%
21.35%
19.50%
1,060.844
-10.00%
$1,000.00
N/A
28.75%
26.90%
25.05%
23.20%
21.35%
19.50%
1,001.909
-15.00%
$1,000.00
N/A
28.75%
26.90%
25.05%
23.20%
21.35%
19.50%
1,001.791
-15.01%
$999.90
N/A
28.74%
26.89%
25.04%
23.19%
21.34%
19.49%
884.037
-25.00%
$900.00
N/A
18.75%
16.90%
15.05%
13.20%
11.35%
9.50%
589.358
-50.00%
$650.00
N/A
-6.25%
-8.10%
-9.95%
-11.80%
-13.65%
-15.50%
294.679
-75.00%
$400.00
N/A
-31.25%
-33.10%
-34.95%
-36.80%
-38.65%
-40.50%
(1) Excluding the final coupon payment.

(2) The hypothetical total return on the securities is calculated as (a) (i) the payment at maturity (excluding the final coupon payment) per security plus the
aggregate coupon payments per security received over the term of the securities minus (ii) the $1,000 stated principal amount per security divided by (b) the
$1,000 stated principal amount per security.

October 2015
PS-2
Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due November 1, 2021

Summary Risk Factors

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An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject to all of the
risks associated with an investment in our conventional debt securities, including the risk that we may default on our obligations under the
securities, and are also subject to risks associated with the underlying index. Accordingly, the securities are suitable only for investors who are
capable of understanding the complexities and risks of the securities. You should consult your own financial, tax and legal advisers as to the
risks of an investment in the securities and the suitability of the securities in light of your particular circumstances.

The following is a summary of certain key risk factors for investors in the securities. You should read this summary together with the more
detailed description of risks relating to an investment in the securities contained in the section "Risk Factors Relating to the Securities"
beginning on page EA-6 in the accompanying product supplement. You should also carefully read the risk factors included in the documents
incorporated by reference in the accompanying prospectus, including our most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q, which describe risks relating to our business more generally.

?
Y ou m a y lose up t o 8 5 .0 0 % of t he st a t e d princ ipa l a m ount . Unlike conventional debt securities, the securities do not repay a
fixed amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlying index from the
initial index level, determined on the pricing date, to the final index level, determined on the final valuation date. If the underlying index
depreciates by more than 15.00% from the initial index level to the final index level, so that the final index level is less than the buffer level,
you will lose a portion of the stated principal amount at maturity equal to the extent to which that depreciation exceeds 15.00%.

?
T he se c urit ie s w ill not pa y a n a nnua l c oupon a t t he highe r c oupon ra t e st a t e d on t he c ove r of t his pric ing
supple m e nt unle ss t he a pplic a ble a nnua l inde x re t urn pe rc e nt a ge is ze ro or posit ive . The annual index return
percentage for any annual coupon payment date will be zero or positive only if the closing level of the underlying index on the observation
date occurring at the end of the most recent annual observation period is greater than or equal to the closing level of the underlying index
on the observation date occurring at the beginning of that observation period. If the annual index return percentage for any annual coupon
payment date is negative, meaning that the closing level of the underlying index is lower on the observation date occurring at the end of the
most recent annual observation period than it was on the observation date occurring at the beginning of that annual observation period, the
related annual coupon payment will be made at the lower coupon rate of 3.25% per annum. It is possible that you will receive only the lower
coupon rate of 3.25% per annum on each annual coupon payment date over the entire term of the securities.

?
H ighe r c oupon ra t e s a re a ssoc ia t e d w it h gre a t e r risk . If each annual coupon payment is made at the higher coupon rate stated
on the cover of this pricing supplement, the securities would produce a yield that is generally higher than the yield on our conventional debt
securities of the same maturity. This higher potential yield is associated with greater levels of expected risk as of the pricing date for the
securities, including the risk that you may receive only the lower coupon rate on one or more, or all, coupon payment dates and the risk that
you may receive significantly less than the stated principal amount of your securities at maturity. The volatility of the underlying index is an
important factor affecting this risk. Greater expected volatility of the underlying index as of the pricing date may result in a higher potential
coupon rate, but it also represents a greater expected likelihood as of the pricing date that the closing level of the underlying index will
decline over the term of the securities, such that you will not receive one or more, or any, coupon payments during the term of the securities
at the higher coupon rate and that the closing level of the underlying index will be less than the buffer level on the final valuation date, such
that you will not be repaid the stated principal amount of your securities at maturity.

?
T he se c urit ie s offe r dow nside e x posure t o t he unde rlying inde x , but no upside e x posure t o t he unde rlying inde x .
Although you will be exposed to downside risk with respect to the underlying index, you will not participate in any appreciation in the level of
the underlying index over the term of the securities and will not receive any dividends paid on the stocks that make up the underlying index.
Consequently, your return on the securities will be limited to the coupon payments you receive, and may be significantly less than the return
on the underlying index over the term of the securities.

?
T he pe rform a nc e of t he se c urit ie s w ill de pe nd on t he c losing le ve l of t he unde rlying inde x sole ly on t he re le va nt
va lua t ion da t e s, w hic h m a k e s t he se c urit ie s pa rt ic ula rly se nsit ive t o t he vola t ilit y of t he unde rlying inde x . The
rate at which coupon payments will be made for any given year will depend on the closing level of the underlying index solely on the
applicable annual valuation date, regardless of the closing level of the underlying index on other days during the term of the securities. Your
payment at maturity will depend solely on the closing level of the underlying index on the final valuation date, and not on any other day
during the term of the securities. Because the performance of the securities depends on the closing level of the underlying index on a limited
number of dates, the securities will be particularly sensitive to volatility in the closing level of the underlying index. You should understand
that the underlying index has historically been highly volatile.

?
T he se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup I nc . If we default on our obligations under the securities, you may not
receive anything owed to you under the securities.

October 2015
PS-3
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Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due November 1, 2021

?
T he se c urit ie s w ill not be list e d on a se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o
m a t urit y. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
securities. CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the
securities on a daily basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI's sole discretion, taking
into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can be sold
at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any time and
for any reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the securities because it is
likely that CGMI will be the only broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be
prepared to hold the securities until maturity.

?
T he e st im a t e d va lue of t he se c urit ie s on t he pric ing da t e , ba se d on CGM I 's proprie t a ry pric ing m ode ls a nd our
int e rna l funding ra t e , is le ss t ha n t he issue pric e . The difference is attributable to certain costs associated with selling,
structuring and hedging the securities that are included in the issue price. These costs include (i) the selling concessions paid in connection
with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the
securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection with
hedging our obligations under the securities. These costs adversely affect the economic terms of the securities because, if they were lower,
the economic terms of the securities would be more favorable to you. The economic terms of the securities are also likely to be adversely
affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See "The estimated value of
the securities would be lower if it were calculated based on our secondary market rate" below.

?
T he e st im a t e d va lue of t he se c urit ie s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing m ode ls.
CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it
may have made discretionary judgments about the inputs to its models, such as the volatility of the underlying index, dividend yields on the
stocks that constitute the underlying index and interest rates. CGMI's views on these inputs may differ from your or others' views, and as an
underwriter in this offering, CGMI's interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong
and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the cover
page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities for other purposes,
including for accounting purposes. You should not invest in the securities because of the estimated value of the securities. Instead, you
should be willing to hold the securities to maturity irrespective of the initial estimated value.

?
T he e st im a t e d va lue of t he se c urit ie s w ould be low e r if it w e re c a lc ula t e d ba se d on our se c onda ry m a rk e t ra t e .
The estimated value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate at
which we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than the market rate
implied by traded instruments referencing our debt obligations in the secondary market for those debt obligations, which we refer to as our
secondary market rate. If the estimated value included in this pricing supplement were based on our secondary market rate, rather than our
internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs associated with the
securities, which are generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences.
Our internal funding rate is not an interest rate that we will pay to investors in the securities, which do not bear interest.

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T he e st im a t e d va lue of t he se c urit ie s is not a n indic a t ion of t he pric e , if a ny, a t w hic h CGM I or a ny ot he r pe rson
m a y be w illing t o buy t he se c urit ie s from you in t he se c onda ry m a rk e t . Any such secondary market price will fluctuate over
the term of the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value
included in this pricing supplement, any value of the securities determined for purposes of a secondary market transaction will be based on
our secondary market rate, which will likely result in a lower value for the securities than if our internal funding rate were used. In addition,
any secondary market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated
principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging
transactions. As a result, it is likely that any secondary market price for the securities will be less than the issue price.

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T he va lue of t he se c urit ie s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors. The value of your
securities prior to maturity will fluctuate based on the level and volatility of the underlying index and a number of other factors, including the
price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that constitute the underlying index,
interest rates generally, the time remaining to maturity and our creditworthiness, as reflected in our secondary market rate. You should
understand that the value of your securities at any time prior to maturity may be significantly less than the issue price.

?
I m m e dia t e ly follow ing issua nc e , a ny se c onda ry m a rk e t bid pric e provide d by CGM I , a nd t he va lue t ha t w ill be
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indic a t e d on a ny brok e ra ge a c c ount st a t e m e nt s pre pa re d by CGM I or it s a ffilia t e s, w ill re fle c t a t e m pora ry
upw a rd a djust m e nt . The amount of this temporary upward adjustment will steadily decline to zero over the temporary adjustment
period. See "Valuation of the Securities" in this pricing supplement.

October 2015
PS-4
Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due November 1, 2021

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T he se c urit ie s w ill be subje c t t o risk s a ssoc ia t e d w it h sm a ll c a pit a liza t ion st oc k s. The stocks that constitute the
underlying index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be more
volatile than stock prices of large capitalization companies. These companies tend to be less well-established than large market
capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive
conditions relative to larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of
a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.

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Our offe ring of t he se c urit ie s doe s not c onst it ut e a re c om m e nda t ion of t he unde rlying inde x . The fact that we are
offering the securities does not mean that we believe that investing in an instrument linked to the underlying index is likely to achieve
favorable returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short positions) in the
stocks that constitute the underlying index or in instruments related to the underlying index or such stocks, and may publish research or
express opinions, that in each case are inconsistent with an investment linked to the underlying index. These and other activities of our
affiliates may affect the level of the underlying index in a way that has a negative impact on your interests as a holder of the securities.

?
T he le ve l of t he unde rlying inde x m a y be a dve rse ly a ffe c t e d by our or our a ffilia t e s' he dging a nd ot he r t ra ding
a c t ivit ie s. We have hedged our obligations under the securities through CGMI or other of our affiliates, who have taken positions directly
in the stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks and may
adjust such positions during the term of the securities. Our affiliates also trade the stocks that constitute the underlying index and other
financial instruments related to the underlying index or such stocks on a regular basis (taking long or short positions or both), for their
accounts, for other accounts under their management or to facilitate transactions on behalf of customers. These activities could affect the
level of the underlying index in a way that negatively affects the value of the securities. They could also result in substantial returns for us or
our affiliates while the value of the securities declines.

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We a nd our a ffilia t e s m a y ha ve e c onom ic int e re st s t ha t a re a dve rse t o yours a s a re sult of our a ffilia t e s'
busine ss a c t ivit ie s. Our affiliates may currently or from time to time engage in business with the issuers of the stocks that constitute
the underlying index, including extending loans to, making equity investments in or providing advisory services to such issuers. In the
course of this business, we or our affiliates may acquire non-public information about such issuers, which we will not disclose to you.
Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against such issuer that are
available to them without regard to your interests.

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T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of ours, w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t t o t he
se c urit ie s. If certain events occur, such as market disruption events or the discontinuance of the underlying index, CGMI, as calculation
agent, will be required to make discretionary judgments that could significantly affect your payment at maturity. In making these judgments,
the calculation agent's interests as an affiliate of ours could be adverse to your interests as a holder of the securities.

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Adjust m e nt s t o t he unde rlying inde x m a y a ffe c t t he va lue of your se c urit ie s. Russell Investment Group (the "underlying
index publisher") may add, delete or substitute the stocks that constitute the underlying index or make other methodological changes that
could affect the level of the underlying index. The underlying index publisher may discontinue or suspend calculation or publication of the
underlying index at any time without regard to your interests as holders of the securities.

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T he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he se c urit ie s a re unc le a r. There is no direct legal authority
regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service
(the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with
the treatment described herein. If the IRS were successful in asserting an alternative treatment for the securities, the tax consequences of
ownership and disposition of the securities might be materially and adversely affected. As described below under "United States Federal
Tax Considerations," in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on various issues
regarding the U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments. While it is not clear whether the
securities would be viewed as similar to the typical prepaid forward contract described in the notice, any Treasury regulations or other
guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in
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the securities, including the character and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons is
subject to withholding tax, possibly with retroactive effect.

As described below under "United States Federal Tax Considerations," in connection with any information reporting requirements we may
have in respect of the securities under applicable law, we intend to treat a portion of each coupon payment as attributable to interest and
the remainder to option premium. However, in light of the uncertain treatment of the securities, it is possible that other persons having
withholding or information reporting responsibility in respect of the securities may treat a security differently, for instance, by treating the
entire coupon payment as ordinary income at the time received or accrued by a holder and/or treating some or all of each coupon payment
on a security as subject to withholding tax at a rate of 30%. Moreover, it is possible that in the

October 2015
PS-5
Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due November 1, 2021

future we may determine that we should withhold at a rate of 30% on coupon payments on the securities. If withholding applies to the
securities, we will not be required to pay any additional amounts with respect to amounts so withheld.

You should review carefully the section of this pricing supplement entitled "United States Federal Tax Considerations." You should also
consult your tax adviser regarding the U.S. federal tax consequences of an investment in the securities (including possible alternative
treatments and the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S.
taxing jurisdiction.

Information About the Underlying Index

The Russell 2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity market. All stocks included
in the Russell 2000® Index are traded on a major U.S. exchange. It is calculated and maintained by Russell Investments, a subsidiary of Russell
Investment Group. The Russell 2000® Index is reported by Bloomberg L.P. under the ticker symbol "RTY."

"Russell 2000® Index" is a trademark of Russell Investment Group and has been licensed for use by Citigroup Inc. and its affiliates. For more
information, see "Equity Index Descriptions--Russell 2000® Index--License with Russell" in the accompanying underlying supplement.

Please refer to the sections "Risk Factors" and "Equity Index Descriptions--Russell 2000 ® Index" in the accompanying underlying supplement
for important disclosures regarding the Russell 2000® Index, including certain risks that are associated with an investment linked to the Russell
2000® Index.

Historical Information

The closing level of the underlying index on October 28, 2015 was 1,178.716.

The graph below shows the closing levels of the underlying index for each day such level was available from January 4, 2010 to October 28,
2015. We obtained the closing levels from Bloomberg L.P., without independent verification. You should not take the historical levels of the
underlying index as an indication of future performance.

Russe ll 2 0 0 0 ® I nde x ­ H ist oric a l Closing Le ve ls
J a nua ry 4 , 2 0 1 0 t o Oc t obe r 2 8 , 2 0 1 5
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October 2015
PS-6
Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due November 1, 2021

United States Federal Tax Considerations

Prospe c t ive inve st ors should not e t ha t t he disc ussion unde r t he se c t ion c a lle d "U nit e d St a t e s Fe de ra l T a x
Conside ra t ions" in t he a c c om pa nying produc t supple m e nt doe s not a pply t o t he se c urit ie s issue d unde r t his pric ing
supple m e nt a nd is supe rse de d by t he follow ing disc ussion.

The following is a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the
securities. It applies to you only if you are an initial holder of a security that purchases the security for cash at its stated principal amount, and
holds the security as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code").

This discussion does not address all of the tax consequences that may be relevant to you in light of your particular circumstances or if you are a
holder subject to special rules, such as:

·
a financial institution;

·
a dealer or trader subject to a mark-to-market method of tax accounting with respect to the securities;

·
a person holding the securities as part of a "straddle" or conversion transaction or one who enters into a "constructive sale" with
respect to a security;

·
a U.S. Holder (as defined below) whose functional currency is not the U.S. dollar;

·
an entity classified as a partnership for U.S. federal income tax purposes;

·
a "regulated investment company";

·
a tax-exempt entity, including an "individual retirement account" or "Roth IRA"; or

·
a person subject to the alternative minimum tax.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds the securities, the U.S. federal income tax treatment of a
partner will generally depend on the status of the partner and the activities of the partnership. If you are a partnership holding the securities or a
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partner in such a partnership, you should consult your tax adviser as to the particular U.S. federal income tax consequences of holding and
disposing of the securities to you.

This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury
regulations, all as of the date hereof, changes to any of which may affect the tax consequences described herein, possibly with retroactive
effect. This discussion does not address the effect of any applicable state, local or non-U.S. tax laws or the potential application of the Medicare
contribution tax. Y ou should c onsult your t a x a dvise r a bout t he a pplic a t ion of t he U .S. fe de ra l inc om e a nd e st a t e t a x
la w s t o your pa rt ic ula r sit ua t ion (inc luding t he possibilit y of a lt e rna t ive t re a t m e nt s of t he se c urit ie s), a s w e ll a s a ny
t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -U .S. jurisdic t ion.

T a x T re a t m e nt of t he Se c urit ie s

Due to the absence of statutory, judicial or administrative authorities that directly address the U.S. federal tax treatment of the securities or
similar instruments, there is substantial uncertainty regarding the U.S. federal tax consequences of an investment in the securities. In connection
with any information reporting requirements we may have in respect of the securities under applicable law, we intend (in the absence of an
administrative determination or judicial ruling to the contrary) to treat each security for U.S. federal income tax purposes as a unit comprising (i)
an option written by you that, if exercised, requires you to pay at maturity an amount equal to the Deposit (as defined below) in exchange for an
amount determined by reference to the final value of the index (the "Put Option") and (ii) a deposit with us of a fixed amount of cash equal to the
stated principal amount of the security to secure your potential obligation under the Put Option (the "Deposit"). In the opinion of our tax counsel,
Davis Polk & Wardwell LLP, which is based on current market conditions, this treatment of the securities is reasonable under current law;
however, our tax counsel has advised us that due to the lack of any controlling legal authority it is unable to conclude affirmatively that this
treatment is more likely than not to be upheld, and that alternative treatments are possible. Under this treatment:

·
a portion of each coupon payment made with respect to a security will be attributable to interest on the Deposit; and

·
the remainder will represent option premium attributable to your grant of the Put Option (with respect to each coupon payment received
and, collectively, all coupon payments received, "Put Premium").

October 2015
PS-7
Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due November 1, 2021

We will treat 67.47% of each coupon payment as interest on the Deposit and 32.53% as Put Premium for each security.

We do not pla n t o re que st a ruling from t he I RS, a nd t he I RS or a c ourt m ight not a gre e w it h t his t re a t m e nt .
Ac c ordingly, you should c onsult your t a x a dvise r re ga rding t he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in
t he se c urit ie s. U nle ss ot he rw ise st a t e d, t he follow ing disc ussion is ba se d on t he t re a t m e nt of e a c h se c urit y a s a
Put Opt ion a nd a De posit .

T a x Conse que nc e s t o U .S. H olde rs

This section applies only to U.S. Holders. You are a "U.S. Holder" if for U.S. federal income tax purposes you are a beneficial owner of a
security that is:

·
a citizen or individual resident of the United States;

·
a corporation created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

·
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

Coupon Payments. We intend to treat the Deposit as a "variable rate debt instrument," and the following discussion is based on this treatment.
Interest on the Deposit generally will be taxable to you as ordinary interest income at the time it accrues or is received in accordance with your
method of tax accounting. Because the amount of each interest payment on the Deposit will not be fixed prior to the relevant valuation date, it is
not clear how much interest income would be treated as accruing prior to the time each interest payment on the Deposit becomes fixed. If,
however, the IRS were to treat the Deposit as a "contingent payment debt instrument," the timing and character of income recognized on the
Deposit could differ significantly. You should consult your tax adviser concerning this possibility.

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The Put Premium should not be taken into account until retirement or earlier sale or exchange of the security.

Sale or Exchange Prior to Retirement. Upon a sale or exchange of a security prior to retirement, you should apportion the amount realized
between the Deposit and the Put Option based on their respective values on the date of sale or exchange. If the value of the Put Option is
negative, you should be treated as having made a payment of such negative value to the purchaser in exchange for the purchaser's assumption
of the Put Option, in which case a corresponding amount should be added to the amount realized in respect of the Deposit.

You should recognize gain or loss with respect to the Deposit in an amount equal to the difference between (i) the amount realized that is
apportioned to the Deposit (other than any amount attributable to accrued interest on the Deposit, which should be treated as a payment of
interest) and (ii) your basis in the Deposit (i.e., the price you paid to acquire the security). Such gain or loss should be long-term capital gain or
loss if you have held the security for more than one year, and short-term capital gain or loss otherwise. Because the amount of a coupon
payment in respect of an accrual period will not be known until the end of the relevant observation period, it is not clear how much interest, if
any, will be treated as having accrued on the Deposit at the time of a sale or exchange that occurs during the period.

You should recognize gain or loss in respect of the Put Option in an amount equal to the total Put Premium you previously received, decreased
by the amount deemed to be paid by you, or increased by the amount deemed to be paid to you, in exchange for the purchaser's assumption of
the Put Option. This gain or loss should be short-term capital gain or loss.

Tax Treatment at Retirement. The coupon payment received upon retirement will be treated as described above under "Coupon Payments."

If a security is retired for its stated principal amount (without taking into account any coupon payment), the Put Option should be deemed to
have expired unexercised, in which case you should recognize short-term capital gain in an amount equal to the sum of all payments of Put
Premium received, including the Put Premium received upon retirement.

At maturity, if you receive an amount of cash that is different (without taking into account the final coupon payment) from the stated principal
amount of a security, the Put Option should be deemed to have been exercised and you should be deemed to have applied the Deposit toward
the cash settlement of the Put Option. In that case, you should recognize short-term capital gain or loss with respect to the Put Option in an
amount equal to the difference between (i) the sum of the total Put Premium received (including the Put Premium received at maturity) plus the
cash you receive at maturity, excluding the final coupon payment, and (ii) the Deposit.

October 2015
PS-8
Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due November 1, 2021

Possible Alternative Tax Treatments of an Investment in the Securities

Alternative U.S. federal income tax treatments of the securities are possible that, if applied, could materially and adversely affect the timing
and/or character of income, gain or loss with respect to the securities. A security could be treated as a debt instrument issued by us, in which
case the timing and character of taxable income with respect to coupon payments on the securities would differ from that described herein and
all or a portion of any gain you realize would generally be treated as ordinary income. Under other possible treatments, the entire coupon on the
securities might either be (i) treated as income to you at the time received or accrued or (ii) not accounted for separately as giving rise to income
to you until the sale, exchange or retirement of the securities. In addition, you could be subject to special reporting requirements if any loss
exceeded certain thresholds. You should consult your tax adviser regarding these issues.

Other possible U.S. federal income tax treatments of the securities are possible that could also affect the timing and character of income or loss
with respect to the securities. In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal
income tax treatment of "prepaid forward contracts" and similar instruments. While it is not clear whether the securities would be viewed as
similar to the typical prepaid forward contract described in the notice, any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with
retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities,
including possible alternative treatments and the issues presented by this notice.

T a x Conse que nc e s t o N on -U .S. H olde rs

This section applies only to Non-U.S. Holders. You are a "Non-U.S. Holder" if for U.S. federal income tax purposes you are a beneficial owner of
a security that is:

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