Bond Citigroup 4% ( US17298C5B00 ) in USD

Citigroup

100 % ⇌

United States

US17298C5B00 ( in USD )

4% per year ( payment 2 times a year)

29/12/2040

Prospectus brochure of the bond Citigroup US17298C5B00 en USD 4%, maturity 29/12/2040

1 000 USD

1 050 000 USD

17298C5B0

BBB+ ( Lower medium grade - Investment-grade )

N/A

29/06/2025 ( In 86 days )

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.

The Bond issued by Citigroup ( United States ) , in USD, with the ISIN code US17298C5B00, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/12/2040
The Bond issued by Citigroup ( United States ) , in USD, with the ISIN code US17298C5B00, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 dp62102_424b2-2228.htm PRICING SUPPLEMENT

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered
Maximum aggregate offering price
Amount of registration fee(1) (2)
Medium-Term Senior Notes, Series G
$1,050,000
$105.74

(1)
Calculated in accordance with Rule 457(r) of the Securities Act.

(2)
Pursuant to Rule 457(p) under the Securities Act, the $159,812.53 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 $105.74 is offset against the registration fee due for this offering and of which
$159,706.79 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.
De c e m be r 2 3 , 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 8 4
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
Callable Step-Up Coupon Notes Due December 29, 2040
· We have the right to call the notes for mandatory redemption quarterly beginning on December 29, 2016. Unless redeemed by us on or after
December 29, 2016 , from and including the original issue date to but excluding December 29, 2030, the notes will bear interest during each
semi-annual interest period at a per annum rate equal to 4.00%. Unless redeemed by us, from and including December 29, 2030 to but
excluding December 29, 2034, the notes will bear interest during each semi-annual interest period at a per annum rate equal to 4.50%.
Unless redeemed by us, from and including December 29, 2034 to but excluding December 29, 2037, the notes will bear interest during each
semi-annual interest period at a per annum rate equal to 5.00%. Unless redeemed by us, from and including December 29, 2037 to but
excluding December 29, 2039, the notes will bear interest during each semi-annual interest period at a per annum rate equal to 7.00%.
Unless redeemed by us, from and including December 29, 2039 to but excluding the maturity date, the notes will bear interest during each
semi-annual interest period at a per annum rate equal to 10.00%.
· The notes are unsecured senior debt obligations of Citigroup Inc. All payments due on the notes are subject to the credit 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.
I ssue pric e :
$1,000 per note
St a t e d princ ipa l a m ount : $1,000 per note
Aggre ga t e st a t e d
$1,050,000
princ ipa l a m ount :
Pric ing da t e :
December 23, 2015
Origina l issue da t e :
December 29, 2015
M a t urit y da t e :
December 29, 2040. 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 with the same force and effect as if it had been
made on the maturity date. No additional interest will accrue as a result of delayed payment.
Princ ipa l due a t
Full principal amount due at maturity
m a t urit y:
Pa ym e nt a t m a t urit y:
$1,000 per note plus any accrued and unpaid interest
I nt e re st ra t e pe r a nnum : Unless redeemed by us on or after December 29, 2016, from and including the original issue date to but
excluding December 29, 2030: 4.00%
From and including December 29, 2030 to but excluding December 29, 2034, unless redeemed by us: 4.50%
From and including December 29, 2034 to but excluding December 29, 2037, unless redeemed by us: 5.00%
From and including December 29, 2037 to but excluding December 29, 2039, unless redeemed by us: 7.00%
From and including December 29, 2039 to but excluding the maturity date, unless redeemed by us: 10.00%
I nt e re st pe riod:
The six-month period from the original issue date to but excluding the immediately following interest payment
date, and each
successive six-month period from and including an interest payment date to but excluding the next interest
http://www.sec.gov/Archives/edgar/data/831001/000095010315009762/dp62102_424b2-2228.htm[12/28/2015 4:57:11 PM]

payment date
I nt e re st pa ym e nt da t e s: Semi-annually on the 29th day of each June and December of each year, commencing June 29, 2016 and
ending on the maturity date, provided that if any such day is not a business day, the applicable interest payment
will be made on the next succeeding business day. No additional interest will accrue on that succeeding
business day. 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.
Re de m pt ion:
Beginning on December 29, 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 29th day of each March, June, September and December of each year, beginning December 29, 2016 and
ending on the maturity date, provided that if any such day is not a business day, the applicable redemption date
will be the next succeeding business day. No additional interest will accrue as a result of such 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
Following
c onve nt ion:
CU SI P:
17298C5B0
I SI N :
US17298C5B00
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. See "General Information--Supplemental
information regarding plan of distribution; conflicts of interest" in this pricing supplement.
U nde rw rit ing fe e a nd issue
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r
pric e :
Pe r not e :
$1,000.00
$20.00
$980.00
T ot a l:
$1,050,000.00
$21,000.00
$1,029,000.00
(1) The issue price for investors purchasing the notes in fee-based advisory accounts will be $980.00 per note, assuming no custodial fee is charged by a
selected dealer, and up to $985.00 per note, assuming the maximum custodial fee is charged by a selected dealer. See "General Information--Fees and
selling concessions" in this pricing supplement.
(2) CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of $20.00 for
each note sold in this offering (or up to $5.00 for each note sold to fee-based advisory accounts). Selected dealers not affiliated with CGMI will receive a
selling concession of $20.00 for each note they sell other than to fee-based advisory accounts. CGMI will pay selected dealers not affiliated with CGMI,
which may include dealers acting as custodians, a variable selling concession of up to $5.00 for each note they sell to fee-based advisory accounts.
Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the notes declines. You
should refer to "Risk Factors" and "General Information--Fees and selling concessions" in this pricing supplement for more information.
I nve st ing in t he not e 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 fix e d
ra t e de bt se c urit ie 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 . Y ou should re a d t his
pric ing supple m e nt t oge t he r w it h t he a c c om pa nying prospe c t us supple m e nt a nd prospe c t us , e a c h of w hic h c a n be
a c c e sse d via t he follow ing hype rlink .
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.
Callable Step-Up Coupon Notes Due December 29, 2040
http://www.sec.gov/Archives/edgar/data/831001/000095010315009762/dp62102_424b2-2228.htm[12/28/2015 4:57:11 PM]

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 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.

T he st e p-up fe a t ure pre se nt s diffe re nt inve st m e nt c onside ra t ions t ha n fix e d-ra t e not e s. Unless general market interest
rates rise significantly, you should not expect to earn the higher stated interest rates, which are applicable only after the first fifteen years of
the term of the notes, because the notes are likely to be redeemed prior to maturity if general market interest rates remain the same or fall
during the term of the notes. When determining whether to invest in the notes, you should consider, among other things, the overall annual
percentage rate of interest to maturity or the various potential redemption dates as compared to other equivalent investment alternatives
rather than the higher stated interest rates or any potential interest payments you may receive after the first fifteen years following the
issuance of the notes. If general market interest rates increase beyond the rates provided by the notes during the term of the notes, we will
likely not redeem the notes, and investors will be holding notes that bear interest at below-market rates.

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 twenty-five 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. Accordingly, an investor must be prepared to hold the notes until maturity.

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
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 "General Information--Temporary adjustment period" in this pricing supplement.

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
http://www.sec.gov/Archives/edgar/data/831001/000095010315009762/dp62102_424b2-2228.htm[12/28/2015 4:57:11 PM]

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 are likely to receive less than the stated principal amount of
the notes.

December 2015
PS-2
Citigroup Inc.
Callable Step-Up Coupon Notes Due December 29, 2040

T he inc lusion of unde rw rit ing fe e s a nd proje c t e d profit from he dging in t he issue pric e is lik e ly t o a dve rse ly
a ffe c t se c onda ry m a rk e t pric e s. Assuming no changes in market conditions or other relevant factors, the price, if any, at which
CGMI may be willing to purchase the notes in secondary market transactions will likely be lower than the issue price since the issue price of
the notes includes, and secondary market prices are likely to exclude, underwriting fees paid with respect to the notes, as well as the cost of
hedging our obligations under the notes. The cost of hedging includes the projected profit that our affiliates may realize in consideration for
assuming the risks inherent in managing the hedging transactions. The secondary market prices for the notes are also likely to be reduced
by the costs of unwinding the related hedging transactions. Our affiliates may realize a profit from the expected hedging activity even if the
value of the notes declines. In addition, any secondary market prices for the notes may differ from values determined by pricing models
used by CGMI, as a result of dealer discounts, mark-ups or other transaction costs.

T he pric e a t w hic h you m a y be a ble t o se ll your not e s prior t o m a t urit y w ill de pe nd on a num be r of fa c t ors a nd
m a y be subst a nt ia lly le ss t ha n t he a m ount you origina lly inve st . A number of factors will influence the value of the notes in
any secondary market that may develop and the price at which CGMI may be willing to purchase the notes in any such secondary market,
including: interest rates in the market and the volatility of such rates, the time remaining to maturity of the notes, hedging activities by our
affiliates, fees and projected hedging fees and profits, expectations about whether we are likely to redeem the notes and any actual or
anticipated changes in the credit ratings, financial condition and results of Citigroup Inc. The value of the notes will vary and is likely to be
less than the issue price at any time prior to maturity or redemption, and sale of the notes prior to maturity or redemption may result in a
loss.

Ge ne ra l I nform a t ion
T e m pora ry a djust m e nt
For a period of approximately six months following issuance of the notes, the price, if any, at which CGMI
pe riod:
would be willing to buy the notes from investors, and the value that will be indicated for the notes on any
brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish
through one or more financial information vendors), will reflect a temporary upward adjustment from the
price or value that would otherwise be determined. This temporary upward adjustment represents a
portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the
notes. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over
the six-month temporary adjustment period. However, CGMI is not obligated to buy the notes from
investors at any time. See "Risk Factors--The notes will not be listed on any securities exchange and you
may not be able to sell them prior to maturity."
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 are
c onside ra t ions:
issued without original issue discount. See "United States Federal Tax Considerations--Tax
Consequences to U.S. Holders--Original Issue Discount" in the accompanying prospectus supplement for
further information regarding the treatment under the original issue discount rules of debt instruments that
are subject to early redemption. Under those rules, the notes will be deemed to be reissued if we do not
exercise our redemption right prior to an increase in the notes' interest rate. The rules governing short-
term debt instruments may apply to a note deemed reissued in conjunction with the final scheduled
increase in the interest rate. You should consult your tax adviser concerning the potential application of
these rules.

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 "FATCA" to the notes.

Both U.S. and non-U.S. persons considering an investment in the notes should read the discussion under
http://www.sec.gov/Archives/edgar/data/831001/000095010315009762/dp62102_424b2-2228.htm[12/28/2015 4:57:11 PM]

"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 a nd
The net proceeds received from the sale of the notes will be used for general corporate purposes and, in
he dging:
part, in connection with hedging our obligations under the notes through one or more of our
December 2015
PS-3
Citigroup Inc.
Callable Step-Up Coupon Notes Due December 29, 2040

affiliates.

Hedging activities related to the notes by one or more of our affiliates involved trading in one or more
instruments, such as options, swaps and/or futures, and/or taking positions in any other available
securities or instruments that we may wish to use in connection with such hedging and may include

adjustments to such positions during the term of the notes. It is possible that our affiliates may profit from
this hedging activity, even if the value of the notes declines. Profit or loss from this hedging activity could
affect the price at which Citigroup Inc.'s affiliate, CGMI, may be willing to purchase your notes in the
secondary market. For further information on our use of proceeds and hedging, see "Use of Proceeds and
Hedging" in the accompanying prospectus.
ERI SA a nd I RA purc ha se
Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus supplement for
c onside ra t ions:
important information for investors that are ERISA or other benefit plans or whose underlying assets
include assets of such plans.
Fe e s a nd se lling
CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as principal and
c onc e ssions:
will receive an underwriting fee of $20.00 for each note sold in this offering (or up to $5.00 for each note
sold to fee-based advisory accounts). The actual underwriting fee will be equal to $20.00 for each note
sold by CGMI directly to the public and will otherwise be equal to the selling concession provided to
selected dealers, as described in this paragraph. CGMI will pay selected dealers not affiliated with CGMI a
selling concession of $20.00 for each note they sell to accounts other than fee-based advisory accounts.
CGMI will pay selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a
variable selling concession of up to $5.00 for each note they sell to fee-based advisory accounts.

Additionally, it is possible that CGMI and its affiliates may profit from expected hedging activity related to
this offering, even if the value of the notes declines. You should refer to "Risk Factors" above and the
section "Use of Proceeds and Hedging" in the accompanying prospectus.
Supple m e nt a l inform a t ion
The terms and conditions set forth in the Global Selling Agency Agreement dated November 13, 2013
re ga rding pla n of
among Citigroup Inc. and the agents named therein, including CGMI, govern the sale and purchase of the
dist ribut ion; c onflic t s of
notes.
int e re st :

The notes will not be listed on any securities exchange.

In order to hedge its obligations under the notes, Citigroup Inc. has entered into one or more swaps or
other derivatives transactions with one or more of its affiliates. You should refer to the section "General
Information--Use of proceeds and hedging" in this pricing supplement and the section "Use of Proceeds
and Hedging" in the accompanying prospectus.

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.
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 The Depository Trust Company ("DTC").
Cont a c t :
Clients may contact their local brokerage representative. Third party distributors may contact Citi
Structured Investment Sales at (212) 723-7005.
http://www.sec.gov/Archives/edgar/data/831001/000095010315009762/dp62102_424b2-2228.htm[12/28/2015 4:57:11 PM]

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 (i) the stated principal amount of the notes multiplied by the
interest rate in effect during the applicable interest period divided by (ii) 2.

December 2015
PS-4
Citigroup Inc.
Callable Step-Up Coupon Notes Due December 29, 2040

Certain Selling Restrictions

Hong Kong Special Administrative Region

The contents of this pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and
prospectus have not been reviewed by any regulatory authority in the Hong Kong Special Administrative Region of the People's Republic of
China ("Hong Kong"). Investors are advised to exercise caution in relation to the offer. If investors are in any doubt about any of the contents of
this pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, they should
obtain independent professional advice.

The notes have not been offered or sold and will not be offered or sold in Hong Kong by means of any document, other than

(i) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or

(ii) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "Securities and Futures
Ordinance") and any rules made under that Ordinance; or

(iii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of
Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

There is no advertisement, invitation or document relating to the notes which is directed at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities
which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities
and Futures Ordinance and any rules made under that Ordinance.

Singapore

This pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus have not
been registered as a prospectus with the Monetary Authority of Singapore, and the notes will be offered pursuant to exemptions under the
Securities and Futures Act, Chapter 289 of Singapore (the "Securities and Futures Act"). Accordingly, the notes may not be offered or sold or
made the subject of an invitation for subscription or purchase nor may this pricing supplement or any other document or material in connection
with the offer or sale or invitation for subscription or purchase of any notes be circulated or distributed, whether directly or indirectly, to any
person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person
under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of the Securities and Futures Act and in
accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with
the conditions of, any other applicable provision of the Securities and Futures Act. Where the notes are subscribed or purchased under Section
275 of the Securities and Futures Act by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) 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

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an individual
http://www.sec.gov/Archives/edgar/data/831001/000095010315009762/dp62102_424b2-2228.htm[12/28/2015 4:57:11 PM]

who is an accredited investor, securities (as defined in Section 239(1) of the Securities and Futures Act) of that corporation or the
beneficiaries' rights and interests (howsoever described) in that trust shall not be transferable for 6 months after that corporation or that
trust has acquired the relevant securities pursuant to an offer under Section 275 of the Securities and Futures Act except:

(i) to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act or to any person
arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act; or

(ii) where no consideration is or will be given for the transfer; or

(iii) where the transfer is by operation of law; or

(iv) pursuant to Section 276(7) of the Securities and Futures Act; or

(v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations
2005 of Singapore.

December 2015
PS-5
Citigroup Inc.
Callable Step-Up Coupon Notes Due December 29, 2040

Any notes referred to herein may not be registered with any regulator, regulatory body or similar organization or institution in any jurisdiction.

The notes are Specified Investment Products (as defined in the Notice on Recommendations on Investment Products and Notice on the Sale of
Investment Product issued by the Monetary Authority of Singapore on 28 July 2011) that is neither listed nor quoted on a securities market or a
futures market.

Additional Information

We reserve the right to withdraw, cancel or modify any offering of the notes and to reject orders in whole or in part prior to their issuance.

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 Michael J.
Tarpley, Associate General CounselCapital Markets of Citigroup Inc. In addition, this opinion is subject to the assumptions 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
http://www.sec.gov/Archives/edgar/data/831001/000095010315009762/dp62102_424b2-2228.htm[12/28/2015 4:57:11 PM]

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.

December 2015
PS-6
http://www.sec.gov/Archives/edgar/data/831001/000095010315009762/dp62102_424b2-2228.htm[12/28/2015 4:57:11 PM]

Document Outline

#1">
- #1">