Bond Citigroup 3.55% ( US17298C4N56 ) in USD

Issuer Citigroup
Market price 100 %  ⇌ 
Country  United States
ISIN code  US17298C4N56 ( in USD )
Interest rate 3.55% per year ( payment 2 times a year)
Maturity 27/11/2025 - Bond has expired



Prospectus brochure of the bond Citigroup US17298C4N56 in USD 3.55%, expired


Minimal amount 1 000 USD
Total amount 70 000 000 USD
Cusip 17298C4N5
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
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 70,000,000 3.55% bonds (ISIN: US17298C4N56, CUSIP: 17298C4N5), issued in the United States, with a maturity date of November 27, 2025, minimum purchase size of USD 1,000, and a current market price of 100%, have matured and been redeemed, rated BBB+ by S&P and Baa1 by Moody's, paying semi-annually.







424B2 1 dp61202_424b2-2112.htm PRICING SUPPLEMENT
CALCU LAT I ON OF REGI ST RAT I ON FEE

T it le of e a c h c la ss of se c urit ie s t o be
M a x im um a ggre ga t e offe ring
Am ount of re gist ra t ion fe e (1) (2)
re gist e re d
pric e
Medium-Term Senior Notes, Series G
$70,000,000
$7,049.00
(1) Calculated in accordance with Rule 457(r) of the Securities Act.
(2) Pursuant to Rule 457(p) under the Securities Act, the $179,854.24 remaining of the relevant portion of the registration fees previously paid with respect
to unsold securities registered on Registration Statement File No. 333-172554, filed on March 2, 2011 by Citigroup Funding Inc., a wholly owned
subsidiary of Citigroup Inc., is being carried forward, of which $7,049.00 is offset against the registration fee due for this offering and of which $172,805.24
remains available for future registration fee offset. No additional registration fee has been paid with respect to this offering. See the "Calculation of
Registration Fee" table accompanying the filing of Pricing Supplement No. 2015-CMTNG0369 dated February 12, 2015, filed by Citigroup Inc. on
February 17, 2015, for information regarding the registration fees that are being carried forward.

Citigroup Inc.
N ove m be r 1 2 , 2 0 1 5
M e dium -T e rm Se nior N ot e s, Se rie s G
Pric ing Supple m e nt N o. 2 0 1 5 -CM T N G0 7 5 3
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 9 2 3 0 2

3.550% Callable Notes Due November 27, 2025

·
The notes will mature on November 27, 2025. We have the right to call the notes for mandatory redemption annually beginning
on November 27, 2016. The notes will bear interest at a fixed rate equal to 3.550% per annum. Interest on the notes is
payable annually on the 27th day of each November, commencing November 27, 2016.

·
The notes are unsecured senior debt obligations of Citigroup Inc. All pa ym e nt s due on t he not e s a re subje c t t o t he
c re dit risk of Cit igroup I nc .

·
It is important for you to consider the information contained in this pricing supplement together with the information contained
in the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the
extent inconsistent with replaces, the description of the general terms of the notes set forth in the accompanying prospectus
supplement and prospectus.

K EY T ERM S
I ssue r:
Citigroup Inc.
St a t e d princ ipa l a m ount : $1,000,000 per note
Aggre ga t e st a t e d
$70,000,000
princ ipa l a m ount :
Pric ing da t e :
November 12, 2015
Origina l issue da t e :
November 27, 2015. See "General Information--Supplemental information regarding plan of
distribution; conflicts of interest" in this pricing supplement for more information.
M a t urit y da t e :
November 27, 2025. If the maturity date is not a business day, then the payment required to be
made on the maturity date will be made on the next succeeding business day unless that day falls
in the next calendar month, in which case such payment will be made on the first preceding
business day. No additional interest will accrue as a result of any delay in payment.
Pa ym e nt a t m a t urit y:
The stated principal amount per note plus any accrued and unpaid interest
I nt e re st ra t e :
3.550% per annum
I nt e re st pe riod:
The period from and including the original issue date to and including the day immediately
preceding the first interest payment date, and each successive period from and including an
interest payment date to and including the day immediately preceding the next interest payment
date
I nt e re st pa ym e nt da t e s: Annually on the 27th day of November of each year, commencing November 27, 2016 and ending
on the maturity date or the earlier date of redemption, as applicable. If any interest payment date
is not a business day, the applicable interest payment will be made on the next succeeding
business day unless that day falls in the next calendar month, in which case such payment will be
made on the first preceding business day. No additional interest will accrue as a result of any
delay in payment. Interest will be payable to the persons in whose names the notes are registered
at the close of business on the business day preceding each interest payment date, which we
refer to as a regular record date, except that the interest payment due at maturity or upon earlier
redemption will be paid to the persons who hold the notes on the maturity date or earlier date of
redemption, as applicable.
Da y c ount c onve nt ion:
30/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
http://www.sec.gov/Archives/edgar/data/831001/000095010315008857/dp61202_424b2-2112.htm[11/16/2015 4:05:17 PM]


Re de m pt ion:
Beginning on November 27, 2016, we have the right to call the notes for mandatory redemption,
in whole and not in part, on any redemption date and pay to you 100% of the principal amount of
the notes plus accrued and unpaid interest to but excluding the date of such redemption. If we
decide to redeem the notes, we will give you notice at least five business days before the
redemption date specified in the notice.

So long as the notes are represented by global securities and are held on behalf of The
Depository Trust Company ("DTC"), redemption notices and other notices will be given by delivery
to DTC. If the notes are no longer represented by global securities and are not held on behalf of
DTC, redemption notices and other notices will be published in a leading daily newspaper in New
York City, which is expected to be The Wall Street Journal.

Re de m pt ion da t e s:
The 27th day of each November of each year, beginning November 27, 2016 and ending on the
maturity date. If any such day is not a business day, the applicable redemption date will be the
next succeeding business day unless that day falls in the next calendar month, in which case such
redemption date will be the first preceding business day. No additional interest will accrue as a
result of any delay in payment.
Busine ss da y:
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on which
banking institutions are authorized or obligated by law or executive order to close
Busine ss da y
Modified following
c onve nt ion:
Aut horize d
$1,000,000 and integral multiples of $1,000,000 in excess thereof
de nom ina t ions:
CU SI P / I SI N :
17298C4N5 / US17298C4N56
List ing:
The notes will not be listed on any securities exchange and, accordingly, may have limited or no
liquidity. You should not invest in the notes unless you are willing to hold them to maturity.
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer.
U nde rw rit ing fe e a nd

I ssue pric e (1)
U nde rw rit ing fe e
Proc e e ds t o issue r
issue pric e :
Pe r not e :
100.00%
--%
100.00%
T ot a l:
$70,000,000.00
$--
$70,000,000.00

(1) Plus accrued interest, if any, from November 27, 2015.

I nve st ing in t he not e s involve s risk s. Se e "Risk Fa c t ors" be ginning on pa ge PS -2 .

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 not e 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 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 prospectus supplement and prospectus, each of
which can be accessed via the following hyperlink:

Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d N ove m be r 1 3 , 2 0 1 3

T he not e 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.
3.550% Callable Notes Due November 27, 2025


Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the notes. You should read the risk factors below
together with 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
http://www.sec.gov/Archives/edgar/data/831001/000095010315008857/dp61202_424b2-2112.htm[11/16/2015 4:05:17 PM]


our business more generally. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection
with your investment in the notes.


T he not e s m a y be re de e m e d a t our opt ion, w hic h lim it s your a bilit y t o a c c rue int e re st ove r t he full t e rm
of t he not e s. We may redeem the notes, in whole but not in part, beginning one year after the date of issuance of the notes
on any redemption date upon not less than five business days' notice. In the event that we redeem the notes, you will receive
the principal amount of your investment in the notes and any accrued and unpaid interest to but excluding the date on which
the notes are redeemed. In this case, you will not have the opportunity to continue to accrue and be paid interest to the
maturity date of the notes.


M a rk e t int e re st ra t e s a t a pa rt ic ula r t im e w ill a ffe c t our de c ision t o re de e m t he not e s. It is more likely that
we will call the notes for mandatory redemption prior to their maturity date at a time when the interest rate on the notes is
greater than that which we would pay on a comparable debt security of Citigroup Inc. with a maturity comparable to the
remaining term of the notes. Consequently, if we redeem the notes prior to their maturity, you may not be able to invest in
other securities with a similar level of risk that yield as much interest as the notes.


An inve st m e nt in t he not e s m a y be m ore risk y t ha n a n inve st m e nt in not e s w it h a short e r t e rm . The notes
have a term of ten years, subject to our right to call the notes for mandatory redemption beginning one year after the date of
issuance of the notes. By purchasing notes with a longer term, you will bear greater exposure to fluctuations in interest rates
than if you purchased a note with a shorter term. In particular, you may be negatively affected if interest rates begin to rise,
because the likelihood that we will redeem your notes will decrease and the interest rate on the notes may be less than the
amount of interest you could earn on other investments with a similar level of risk available at such time. In addition, if you tried
to sell your notes at such time, the value of your notes in any secondary market transaction would also be adversely affected.


T he not e s a re subje c t t o t he c re dit risk of Cit igroup I nc ., a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o it s
c re dit ra t ings or c re dit spre a ds m a y a dve rse ly a ffe c t t he va lue of t he not e s. You are subject to the credit risk
of Citigroup Inc. If Citigroup Inc. defaults on its obligations under the notes, your investment would be at risk and you could
lose some or all of your investment. As a result, the value of the notes will be affected by changes in the market's view of
Citigroup Inc.'s creditworthiness. Any decline, or anticipated decline, in Citigroup Inc.'s credit ratings or increase, or anticipated
increase, in the credit spreads charged by the market for taking Citigroup Inc. credit risk is likely to adversely affect the value of
the notes.


T he not e s w ill not be list e d on a ny 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 notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for
the notes. CGMI currently intends to make a secondary market in relation to the notes and to provide an indicative bid price for
the notes on a daily basis. Any indicative bid price for the notes 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 notes 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 notes because it is likely that CGMI will be the only broker-dealer that is willing to buy your
notes prior to maturity. In addition, the notes may be held and transferred only in minimum denominations of $1,000,000, which
may reduce the pool of potential buyers for the notes in the secondary market and therefore adversely affect the price and
liquidity of the notes. Accordingly, an investor must be prepared to hold the notes until maturity.


Se c onda ry m a rk e t sa le s of t he not e s m a y re sult in a loss of princ ipa l. You will be entitled to receive at least the
full stated principal amount of your notes, subject to the credit risk of Citigroup Inc., only if you hold the notes to maturity or
redemption. If you are able to sell your notes in the secondary market prior to maturity or redemption, you may receive less
than the stated principal amount of the notes.

Ge ne ra l I nform a t ion
U .S. fe de ra l inc om e t a x The notes will be treated for U.S. federal income tax purposes as fixed rate debt instruments that
c onside ra t ions:
are issued without original issue discount.

As discussed in the section of the accompanying prospectus supplement entitled "United States
Federal Tax Considerations," withholding under legislation commonly referred to as "FATCA" (if
applicable) will generally apply to payments of interest with respect to the notes and to the
payment of gross proceeds of a disposition (including a retirement) of the notes. However, under a
recent Internal Revenue Service notice, withholding under "FATCA" will apply to payments of
gross proceeds (other than amounts treated as interest) only with respect to dispositions after
December 31, 2018. You should consult your tax adviser regarding the potential application of
http://www.sec.gov/Archives/edgar/data/831001/000095010315008857/dp61202_424b2-2112.htm[11/16/2015 4:05:17 PM]


"FATCA" to the notes.

November 2015
PS-2
Citigroup Inc.
3.550% Callable Notes Due November 27, 2025




Both U.S. and non-U.S. persons considering an investment in the notes should read the
discussion under "United States Federal Tax Considerations," and in particular the sections
entitled "United States Federal Tax Considerations--Tax Consequences to U.S. Holders" and "--
Tax Consequences to Non-U.S. Holders" in the accompanying prospectus supplement for more
information.
T rust e e :
The Bank of New York Mellon (as trustee under an indenture dated November 13, 2013) will
serve as trustee for the notes.
U se of proc e e ds:
The net proceeds received from the sale of the notes will be used for general corporate purposes.
ERI SA a nd I RA purc ha se Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus supplement
c onside ra t ions:
for important information for investors that are ERISA or other benefit plans or whose underlying
assets include assets of such plans.
Supple m e nt a l
The terms and conditions set forth in the Global Selling Agency Agreement dated November 13,
inform a t ion re ga rding
2013 among Citigroup Inc. and the agents named therein, including CGMI, govern the sale and
pla n of dist ribut ion;
purchase of the notes. Under that agreement, the obligation of CGMI to pay for and accept
c onflic t s of int e re st :
delivery of the notes is subject to certain conditions. CGMI is acting as principal and is committed
to take and pay for all of the notes if any are taken. CGMI is offering the notes subject to prior
sale and its acceptance of the notes from Citigroup Inc. CGMI may reject any order in whole or in
part.

The notes will not be listed on any securities exchange.

The notes will be issued in book-entry form only and settled through the facilities of The
Depository Trust Company ("DTC") and its direct and indirect participants, including Clearstream
and Euroclear.

In connection with this issue, CGMI may over-allot notes (provided that the aggregate stated
principal amount of notes allotted does not exceed 105% of the aggregate stated principal amount
of the notes) or effect transactions with a view to supporting the market price of the notes at a
higher level than that which might otherwise prevail. However, there is no obligation on CGMI to
undertake stabilization action. Any stabilization action may begin on or after the date on which
adequate public disclosure of the final terms of the notes is made and, if begun, may be
discontinued at any time but must end no later than the earlier of 30 days after the issuance of
the notes and 60 days after the allotment of the notes.

In connection with the offering, CGMI may purchase and sell notes in the open market. Purchases
and sales in the open market may include short sales, purchases to cover short positions and
stabilizing purchases.

· Short sales involve secondary market sales by CGMI of a greater number of notes than it is
required to purchase in the offering.

· Stabilizing transactions involve bids to purchase the notes so long as the stabilizing bids do not
exceed a specified maximum.

· Covering transactions involve purchases of the notes in the open market after the distribution
has been completed in order to cover short positions.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by CGMI
for its own account, may have the effect of preventing or retarding a decline in the market price of
the notes. They may also cause the price of the notes to be higher than it would otherwise be in
http://www.sec.gov/Archives/edgar/data/831001/000095010315008857/dp61202_424b2-2112.htm[11/16/2015 4:05:17 PM]


the absence of such transactions. CGMI may conduct these transactions in the over-the-counter
market or otherwise. CGMI is not required to engage in any of these activities and may end any of
these activities at any time.

We expect that delivery of the notes will be made against payment therefor on or about November
27, 2015, which is the tenth business day after the date hereof. Pursuant to Rule 15c6-1 under
the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are
required to settle in three business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the notes at any time prior to the third
business day preceding November 27, 2015 will be required, by virtue of the fact that the notes
initially will not settle in T+3, to specify an alternative settlement cycle at the time of any such
trade to prevent a failed settlement and should consult their own advisor.

November 2015
PS-3
Citigroup Inc.
3.550% Callable Notes Due November 27, 2025




CGMI is an affiliate of Citigroup Inc. Accordingly, the offering of the notes will conform with the
requirements addressing conflicts of interest when distributing the securities of an affiliate set forth
in Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. Client
accounts over which Citigroup Inc., its subsidiaries or affiliates of its subsidiaries have investment
discretion are not permitted to purchase the notes, either directly or indirectly, without the prior
written consent of the client. See "Plan of Distribution; Conflicts of Interest" in the accompanying
prospectus supplement for more information.

This pricing supplement, together with the accompanying prospectus supplement and prospectus,
may also be used by Citigroup Inc.'s broker-dealer subsidiaries or other subsidiaries or affiliates of
Citigroup in connection with offers and sales of the notes in market-making transactions at
negotiated prices related to prevailing market prices at the time of sale. Any of these subsidiaries
may act as principal or agent in such transactions.

The notes are being offered globally for sale in the United States, Europe, Asia and elsewhere
where it is lawful to make such offers.

Purchasers of the notes may be required to pay stamp taxes and other charges in accordance
with the laws and practices of the country of purchase in addition to the issue price set forth on
the cover page of this document.

N ot ic e t o Prospe c t ive I nve st ors in t he Europe a n Ec onom ic Are a

In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a "Relevant Member State"), CGMI has represented and agreed that
with effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make
an offer of notes which are the subject of the offering contemplated by this pricing supplement to
the public in that Relevant Member State except that it may, with effect from and including the
Relevant Implementation Date, make an offer of such notes to the public in that Relevant Member
State:

(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus
Directive;

(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as
defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant
underwriter or underwriter nominated by the Issuer for any such offer; or
http://www.sec.gov/Archives/edgar/data/831001/000095010315008857/dp61202_424b2-2112.htm[11/16/2015 4:05:17 PM]



(c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes referred to in (a) to (c) above shall require the issuer or CGMI
to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer to the public" in relation to any notes in
any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the notes to be offered so as to enable an investor to
decide to purchase or subscribe the notes, as the same may be varied in that Member State by
any measure implementing the Prospectus Directive in that Member State and the expression
"Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive
2010/73/EU), and includes any relevant implementing measure in each Relevant Member State.

This EEA selling restriction is in addition to the other selling restrictions set out below.

N ot ic e t o Prospe c t ive I nve st ors in t he U nit e d K ingdom

This pricing supplement is only being distributed to, and is only directed at, persons in the United
Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus
Directive that are also (i) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net
worth entities, and other persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").
This pricing supplement and its contents are confidential and should not be distributed, published
or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United
Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely
on this document or any of its contents.

November 2015
PS-4
Citigroup Inc.
3.550% Callable Notes Due November 27, 2025




N ot ic e t o Prospe c t ive I nve st ors in Fra nc e

Neither this pricing supplement nor any other offering material relating to the notes described in
this pricing supplement has been submitted to the clearance procedures of the Autorité des
Marchés Financiers or of the competent authority of another member state of the European
Economic Area and notified to the Autorité des Marchés Financiers. The notes have not been
offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither
this pricing supplement nor any other offering material relating to the notes has been or will be:

· released, issued, distributed or caused to be released, issued or distributed to the public in
France; or

· used in connection with any offer for subscription or sale of the notes to the public in France.

Such offers, sales and distributions will be made in France only:

· to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle
restreint d'investisseurs), in each case investing for their own account, all as defined in, and in
accordance with, Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of
the French Code monétaire et financier;

· to investment services providers authorized to engage in portfolio management on behalf of
http://www.sec.gov/Archives/edgar/data/831001/000095010315008857/dp61202_424b2-2112.htm[11/16/2015 4:05:17 PM]


third parties; or

· in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code
monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the
Autorité des Marchés Financiers, does not constitute a public offer (appel public à l'épargne).

The notes may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2,
L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

N ot ic e t o Prospe c t ive I nve st ors in H ong K ong

The notes may not be offered or sold in Hong Kong by means of any document other than (i) in
circumstances which do not constitute an offer to the public within the meaning of the Companies
Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of
the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made
thereunder, or (iii) in other circumstances which do not result in the document being a
"prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and
no advertisement, invitation or document relating to the notes may be issued or may be in the
possession of any person for the purpose of issue (in each case whether in Hong Kong or
elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the
public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with
respect to notes which are or are intended to be disposed of only to persons outside Hong Kong
or only to "professional investors" within the meaning of the Securities and Futures Ordinance
(Cap. 571, Laws of Hong Kong) and any rules made thereunder.

N ot ic e t o Prospe c t ive I nve st ors in J a pa n

The notes offered in this pricing supplement have not been registered under the Financial
Instruments and Exchange Law of Japan. The notes have not been offered or sold and will not be
offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan,
except (i) pursuant to an exemption from the registration requirements of the Financial Instruments
and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

N ot ic e t o Prospe c t ive I nve st ors in Sout h K ore a

The notes may not be offered, sold and delivered directly or indirectly, or offered or sold to any
person for re-offering or resale, directly or indirectly, in South Korea or to any resident of South
Korea except pursuant to the applicable laws and regulations of South Korea, including the
Financial Investment Services and Capital Markets Act and the Foreign Exchange Transaction
Law and the decrees and regulations thereunder. The notes have not been registered with the
Financial Services Commission of South Korea for public offering in South Korea. Furthermore,
the notes may not be re-sold to South Korean residents unless the purchaser of the notes
complies with all applicable regulatory requirements (including but not limited to government
approval requirements under the Foreign Exchange Transaction Law and its subordinate

November 2015
PS-5
Citigroup Inc.
3.550% Callable Notes Due November 27, 2025




decrees and regulations) in connection with their purchase.

N ot ic e t o Prospe c t ive I nve st ors in Singa pore

This pricing supplement has not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this pricing supplement and any other document or material in connection
http://www.sec.gov/Archives/edgar/data/831001/000095010315008857/dp61202_424b2-2112.htm[11/16/2015 4:05:17 PM]


with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated
or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an
institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of
Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant
to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or
(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision
of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person
which is:

· a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the
sole business of which is to hold investments and the entire share capital of which is owned by
one or more individuals, each of whom is an accredited investor; or

· a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries'
rights and interest (howsoever described) in that trust shall not be transferred within six months
after that corporation or that trust has acquired the notes pursuant to an offer made under Section
275 of the SFA except

· to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant
person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made
on terms that such shares, debentures and units of shares and debentures of that corporation
or such rights and interest in that trust are acquired at a consideration of not less than
S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is
to be paid for in cash or by exchange of securities or other assets, and further for corporations,
in accordance with the conditions specified in Section 275 of the SFA;

· where no consideration is or will be given for the transfer; or

· where the transfer is by operation of law.
Pa ying a ge nt :
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security
representing the notes as custodian for DTC.

We encourage you to also read the accompanying prospectus supplement and prospectus, which can be accessed via the
hyperlink on the cover page of this pricing supplement.

Determination of Interest Payments

On each interest payment date, the amount of each interest payment will equal the stated principal amount of the notes multiplied
by 3.550%.

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as special products counsel to Citigroup Inc., when the notes offered by this pricing
supplement have been executed and issued by Citigroup Inc. and authenticated by the trustee pursuant to the indenture, and
delivered against payment therefor, such notes will be valid and binding obligations of Citigroup Inc., enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of
reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and
the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer
or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date of this pricing
supplement and is limited to the laws of the State of New York, except that such counsel expresses no opinion as to the
application of state securities or Blue Sky laws to the notes.

In giving this opinion, Davis Polk & Wardwell LLP has assumed the legal conclusions expressed in the opinion set forth below of
http://www.sec.gov/Archives/edgar/data/831001/000095010315008857/dp61202_424b2-2112.htm[11/16/2015 4:05:17 PM]


Michael J. Tarpley, Associate General Counsel­Capital Markets of Citigroup Inc. In addition, this opinion is subject to the
assumptions

November 2015
PS-6
Citigroup Inc.
3.550% Callable Notes Due November 27, 2025



set forth in the letter of Davis Polk & Wardwell LLP dated November 13, 2013, which has been filed as an exhibit to a Current
Report on Form 8-K filed by Citigroup Inc. on November 13, 2013, that the indenture has been duly authorized, executed and
delivered by, and is a valid, binding and enforceable agreement of the trustee and that none of the terms of the notes nor the
issuance and delivery of the notes, nor the compliance by Citigroup Inc. with the terms of the notes, will result in a violation of any
provision of any instrument or agreement then binding upon Citigroup Inc. or any restriction imposed by any court or governmental
body having jurisdiction over Citigroup Inc.

In the opinion of Michael J. Tarpley, Associate General Counsel­Capital Markets of Citigroup Inc., (i) the terms of the notes offered
by this pricing supplement have been duly established under the indenture and the Board of Directors (or a duly authorized
committee thereof) of Citigroup Inc. has duly authorized the issuance and sale of such notes and such authorization has not been
modified or rescinded; (ii) Citigroup Inc. is validly existing and in good standing under the laws of the State of Delaware; (iii) the
indenture has been duly authorized, executed, and delivered by Citigroup Inc.; and (iv) the execution and delivery of such indenture
and of the notes offered by this pricing supplement by Citigroup Inc., and the performance by Citigroup Inc. of its obligations
thereunder, are within its corporate powers and do not contravene its certificate of incorporation or bylaws or other constitutive
documents. This opinion is given as of the date of this pricing supplement and is limited to the General Corporation Law of the
State of Delaware.

Michael J. Tarpley, or other internal attorneys with whom he has consulted, has examined and is familiar with originals, or copies
certified or otherwise identified to his satisfaction, of such corporate records of Citigroup Inc., certificates or documents as he has
deemed appropriate as a basis for the opinions expressed above. In such examination, he or such persons has assumed the legal
capacity of all natural persons, the genuineness of all signatures (other than those of officers of Citigroup Inc.), the authenticity of all
documents submitted to him or such persons as originals, the conformity to original documents of all documents submitted to him or
such persons as certified or photostatic copies and the authenticity of the originals of such copies.

© 2015 Citigroup Global Markets Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of
Citigroup Inc. or its affiliates and are used and registered throughout the world.



November 2015
PS-7

http://www.sec.gov/Archives/edgar/data/831001/000095010315008857/dp61202_424b2-2112.htm[11/16/2015 4:05:17 PM]


Document Outline