Bond Citigroup 0.54% ( US17298CDA36 ) in USD

Citigroup

100 % ▲

United States

US17298CDA36 ( in USD )

0.54% per year ( payment 2 times a year)

07/08/2025

Prospectus brochure of the bond Citigroup US17298CDA36 en USD 0.54%, maturity 07/08/2025

1 000 USD

6 000 000 USD

17298CDA3

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

07/08/2025 ( In 125 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 US17298CDA36, pays a coupon of 0.54% per year.
The coupons are paid 2 times per year and the Bond maturity is 07/08/2025

The Bond issued by Citigroup ( United States ) , in USD, with the ISIN code US17298CDA36, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Citigroup ( United States ) , in USD, with the ISIN code US17298CDA36, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 dp58607_424b2-1436.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 re gist e re d
M a x im um a ggre ga t e offe ring pric e
Am ount of re gist ra t ion fe e (1) (2)
Medium-Term Senior Notes, Series G
$6,000,000
$697.20
(1) Calculated in accordance with Rule 457(r) of the Securities Act.
(2) Pursuant to Rule 457(p) under the Securities Act, the $210,537.69 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 $697.20 is offset against the registration fee due for this offering and of which
$209,840.49 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.
August 4 , 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 6 2 0
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
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due August 7, 2025

The notes will bear interest during each quarterly interest period (i) during the first three years: at a fixed rate of 3.50% per annum and (ii) after the third year
until maturity: at a floating rate based on the 10-year Constant Maturity Swap Rate ("CMS10") on the interest determination date for that interest period, as
described below, subject to the minimum interest rate of 0.00% per annum. CMS10 is one market-accepted indicator of medium-to-longer term interest
rates. The notes are designed for investors who seek fixed interest payments for the first three years of the term of the notes and floating interest payments
linked to CMS10 thereafter. T he not e s a re se nior unse c ure d de bt obliga t ions of Cit igroup I nc . 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 .
K EY T ERM S
I ssue r:
Citigroup Inc.
Aggre ga t e st a t e d princ ipa l
$6,000,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
August 4, 2015
I ssue da t e :
August 7, 2015
M a t urit y da t e :
August 7, 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 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.
Pa ym e nt a t m a t urit y:
$1,000 per note plus accrued and unpaid interest
I nt e re st :
·During each interest period from and including the issue date to but excluding August 7, 2018, the notes will bear
interest at a fixed rate of 3.50% per annum
·During each interest period commencing on or after August 7, 2018, the notes will bear interest at a floating rate
equal to CMS10, as determined on the interest determination date for that interest period, subject to a minimum
interest rate of 0.00% per annum.
The amount of interest you receive on each interest payment date for each note you hold will be equal to (i) $1,000
times the applicable interest rate per annum divided by (ii) 4.
Aft e r t he first t hre e ye a rs of t he t e rm of t he not e s, int e re st pa ym e nt s w ill va ry ba se d on
fluc t ua t ions in t he CM S1 0 , subje c t t o t he m inim um int e re st ra t e spe c ifie d a bove . Aft e r t he first
t hre e ye a rs, t he not e s m a y pa y a be low -m a rk e t ra t e or no int e re st a t a ll for a n e x t e nde d pe riod
of t im e , or e ve n t hroughout t he e nt ire re m a ining t e rm .
CM S1 0 :
On any interest determination date, the 10-year Constant Maturity Swap Rate, as published on Reuters page
"ISDAFIX1" at 11:00 am (New York time) on that date of determination. See "General Information--Determination of
CMS10" below for further information.
I nt e re st de t e rm ina t ion da t e :
For any interest period commencing on or after August 7, 2018, the second business day prior to the first day of that
interest period
I nt e re st pe riod:
Each three-month period from and including an interest payment date (or the issue date, in the case of the first
interest period) to but excluding the next interest payment date
I nt e re st pa ym e nt da t e s:
Interest on the notes is payable quarterly on the 7th day of each February, May, August and November, beginning on
November 7, 2015 and ending on the maturity date. If any interest payment date is not a business day, then the
payment required to be made on that interest payment date will be made on the next succeeding business day with
the same force and effect as if it had been made on that interest payment date. No additional interest will accrue as a
result of delayed payment.
Da y c ount c onve nt ion:
30/360 Unadjusted
CU SI P / I SI N :
17298CDA3 / US17298CDA36
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 acting as principal.
(1 )(2 )
(3 )
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U nde rw rit ing fe e a nd issue
I ssue pric e
U nde rw rit ing fe e
Proc e e ds t o issue r
pric e :
Pe r not e :
$1,000
$7.50
$992.50
T ot a l:
$6,000,000
$45,000
$5,955,000
(1) On the date of this pricing supplement, the estimated value of the notes is $970.00 per note, which is less than the issue price. The estimated value of
the notes 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 notes from you at any time after issuance. See
"Valuation of the Notes" in this pricing supplement.
(2) The issue price for investors purchasing the notes in fee-based advisory accounts will be $992.50 per note, assuming no custodial fee is charged by a
selected dealer, and up to $997.50, assuming the maximum custodial fee is charged by a selected dealer. See "General Information--Fees and selling
concessions" in this pricing supplement.
(3) 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 $7.50 for
each $1,000 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 $7.50 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.
See "General Information--Fees and selling concessions" in this pricing supplement. 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 notes declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.

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 .

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, which may be accessed via the hyperlink below.

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.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due August 7, 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
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.

Aft e r t he first t hre e ye a rs, t he not e s w ill pa y int e re st a t a floa t ing ra t e t ha t m a y be a s low a s 0 .0 0 % on
one or m ore int e re st pa ym e nt da t e s. The rate at which the notes will bear interest during each quarterly interest period
after the first three years will depend on CMS10 on the interest determination date for that interest period. As a result, the
interest payable on the notes will vary with fluctuations in CMS10, subject to the minimum interest rate of 0.00% per annum. It
is impossible to predict whether CMS10 will rise or fall or the amount of interest payable on the notes. After the first three
years, you may receive no interest for extended periods of time or even throughout the remaining term of 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. By purchasing notes with a longer term, you will bear greater exposure to fluctuations in market
interest rates than if you purchased a note with a shorter term. In particular, if the level of CMS10 does not increase from its
current level, you may be holding a long-dated security that pays an interest rate that is less than that which would be payable
on a conventional fixed-rate, non-callable debt security of Citigroup Inc. of comparable maturity. 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
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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.

Y ou w ill be e nt it le d t o re c e ive t he full princ ipa l a m ount of your not e s, subje c t t o t he c re dit risk of
Cit igroup I nc ., only if you hold t he not e s t o m a t urit y. Because the value of the notes may fluctuate, if you are able
to sell your notes in the secondary market prior to maturity, you may receive less than the stated principal amount.

T he not e 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 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.

T he e st im a t e d va lue of t he not e 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 notes that are included in the issue price. These costs include (i) the selling concessions
paid in connection with the offering of the notes, (ii) hedging and other costs incurred by us and our affiliates in connection with
the offering of the notes 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 notes. These costs adversely affect the economic terms of the
notes because, if they were lower, the economic terms of the notes would be more favorable to you. The economic terms of
the notes are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate,
to price the notes. See "The estimated value of the notes 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 not e 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 CMS10 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 notes. Moreover, the estimated value of the notes set forth on the cover page of this
pricing supplement may differ from the value that we or our affiliates may determine for the notes for other purposes, including
for accounting purposes. You should not invest in the notes because of the estimated value of the notes. Instead, you should
be willing to hold the notes to maturity irrespective of the initial estimated value.

T he e st im a t e d va lue of t he not e 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 notes 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 notes. Our internal funding rate is
generally lower than the market rate

August 2015
PS-2
Citigroup Inc.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due August 7, 2025

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 notes, which are generally higher than the costs associated with conventional
debt notes, and our liquidity needs and preferences. Our internal funding rate is not the same as the rate at which interest is
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payable on the notes.

T he e st im a t e d va lue of t he not e 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 not e 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 notes 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 notes 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 notes than if our internal
funding rate were used. In addition, any secondary market price for the notes will be reduced by a bid-ask spread, which may
vary depending on the aggregate stated principal amount of the notes 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
notes will be less than the issue price.

T he va lue of t he not e 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 notes prior to maturity will fluctuate based on the level and volatility of CMS10, interest and yield rates in the market
generally, the time remaining to maturity of the notes and our creditworthiness, as reflected in our secondary market rate. You
should understand that the value of your notes 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 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 Notes" in this pricing supplement.

T he w a y CM S1 0 is c a lc ula t e d m a y c ha nge in t he fut ure , w hic h c ould a dve rse ly a ffe c t t he va lue of t he
not e s. The publisher of CMS10 may change the method by which it calculates CMS10. Changes in the way CMS10 is
calculated could reduce the level of CMS10, which could reduce the amount of one or more interest payments to you and the
value of your notes.

T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of t he issue r, w ill m a k e de t e rm ina t ions w it h re spe c t t o t he
not e s. Citibank, N.A., the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citibank, N.A. will
determine, among other things, each CMS10 level and will calculate the related interest rate and payment to you on each
interest payment date. Any of these determinations or calculations made by Citibank, N.A. in its capacity as calculation agent,
including with respect to the calculation of the level of CMS10 in the event of the unavailability of the level of CMS10, may
adversely affect the amount of one or more interest payments to you.

Ge ne ra l I nform a t ion
Addit iona l inform a t ion:
The description of the notes in this pricing supplement supplements, and, to the extent
inconsistent with, replaces the general terms of the notes set forth in the accompanying
prospectus supplement and prospectus. The accompanying prospectus supplement and
prospectus contain important disclosures that are not repeated in this pricing supplement.

The notes are senior unsecured debt securities issued by Citigroup Inc. under the senior debt
indenture described in the accompanying prospectus supplement and prospectus. The notes will
constitute part of the senior debt of Citigroup Inc. and will rank equally with all other unsecured
and unsubordinated debt of Citigroup Inc.

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.
Re gula r re c ord da t e :
Interest will be payable on each interest payment date to the holders of record of the notes at the
close of business on the business day immediately preceding the relevant interest payment date,
except that the final interest payment will be made to the persons who hold the notes on the
maturity date.
De t e rm ina t ion of CM S1 0 :
CMS10 will equal the 10-year Constant Maturity Swap Rate, as published on Reuters page
"ISDAFIX1" (or any successor page as determined by the calculation agent) at 11:00 am (New
York time) on the applicable interest determination date. The 10-year Constant Maturity Swap
Rate measures the market fixed coupon rate that is to be paid in exchange for a floating three-
month-LIBOR-based rate for a term of 10 years.

If a rate for CMS10 is not published on Reuters page "ISDAFIX1" (or any successor page as
determined by the calculation agent) on any interest determination date, then the calculation
agent will determine the applicable rate on the basis of the mid-market semi-annual swap rate
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quotations to the calculation agent provided by five leading swap dealers in the New York City
interbank market (the "reference banks") at approximately 11:00 am, New York time, on such
day, and, for this purpose, the mid-market semi-annual swap rate means the mean of the bid
and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a
fixed-for-floating U.S. dollar interest rate swap transaction with a 10-year maturity, commencing
on such

August 2015
PS-3
Citigroup Inc.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due August 7, 2025

day and in a representative amount with an acknowledged dealer of good credit in the swap
market, where the floating leg, calculated on an actual/360 day count basis, is equivalent to U.S.
dollar LIBOR with a designated maturity of three months. The calculation agent will request the
principal New York City office of each of the reference banks to provide a quotation of its rate. If
at least three quotations are provided, the rate for that day will be the arithmetic mean of the
quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest). If fewer than three
quotations are provided as requested, the applicable rate will be determined by the calculation
agent in good faith and using its reasonable judgment.
U .S. fe de ra l inc om e t a x
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes should be treated as
c onside ra t ions:
"variable rate debt instruments" that provide for a single fixed rate followed by a qualified floating
rate ("QFR") for U.S. federal income tax purposes.

Under the Treasury Regulations applicable to variable rate debt instruments, in order to
determine the amount of qualified stated interest ("QSI") and original issue discount ("OID") in
respect of the notes, an equivalent fixed rate debt instrument must be constructed. The
equivalent fixed rate debt instrument is constructed in the following manner: (i) first, the initial
fixed rate is converted to a QFR that would preserve the fair market value of the notes, and (ii)
second, each QFR (including the QFR determined under (i) above) is converted to a fixed rate
substitute (which will generally be the value of that QFR as of the issue date of the notes). The
rules described under "United States Federal Tax Considerations Tax Consequences to U.S.
Holders Original Issue Discount" in the accompanying prospectus supplement are then applied
to the equivalent fixed rate debt instrument for purposes of calculating the amount of OID on the
notes. Based on the application of these rules to the notes and current market conditions, the
notes should be treated as issued with OID. Under this treatment, all of the floating rate
payments on the notes will be treated as QSI, while only a portion of the fixed rate payments will
be treated as QSI. QSI on the notes will generally be taxable to a U.S. Holder (as defined in the
accompanying prospectus supplement) as ordinary interest income at the time it accrues or is
received in accordance with the U.S. Holder's method of tax accounting. A U.S. Holder will be
required to include the OID in income for federal income tax purposes as it accrues, in
accordance with a constant-yield method based on a compounding of interest. As a result, a
U.S. Holder generally will recognize less taxable income than cash received during the period in
which the notes pay a fixed rate of interest and will recognize more taxable income than cash
received during the period in which the notes pay a floating rate of interest.

Upon the sale or other taxable disposition of a note, a U.S. Holder generally will recognize
capital gain or loss equal to the difference between the amount realized on the disposition (other
than any amount attributable to accrued QSI, which will be treated as a payment of interest) and
the U.S. Holder's tax basis in the note. A U.S. Holder's tax basis in a note generally will equal
the cost of the note to the U.S. Holder, increased by the amounts of OID previously included in
income by the U.S. Holder with respect to the note and reduced by any payments other than QSI
received by the U.S. Holder. Such gain or loss generally will be long-term capital gain or loss if
the U.S. Holder has held the note for more than one year at the time of disposition.

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Subject to the discussion in the accompanying prospectus supplement regarding "FATCA," under
current law, Non-U.S. Holders (as defined in the accompanying prospectus supplement)
generally will not be subject to U.S. federal withholding or income tax with respect to interest (or
OID) paid on and amounts received on the sale, exchange or retirement of the notes if they
comply with applicable certification requirements. Special rules apply to Non-U.S. Holders whose
income on the notes is effectively connected with the conduct of a U.S. trade or business or who
are individuals present in the United States for 183 days or more in a taxable year.

Y ou should re a d t he se c t ion e nt it le 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 prospe c t us supple m e nt . T he pre c e ding
disc ussion, w he n re a d in c om bina t ion w it h t ha t se c t ion, c onst it ut e s t he full
opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x
c onse que nc e s of ow ning a nd disposing of t he not e s.

Y ou should a lso c onsult your t a x a dvise r re ga rding a ll a spe c t s of 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 not e s a nd 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. t a x ing
jurisdic t ion.

August 2015
PS-4
Citigroup Inc.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due August 7, 2025

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
c onc e ssions:
principal and will receive an underwriting fee of $7.50 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 $7.50 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 $7.50 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 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,
re ga rding pla n of
2013 among Citigroup Inc. and the agents named therein, including CGMI, govern the sale and
dist ribut ion; c onflic t s of
purchase of the 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
sections "Risk Factors--The estimated value of the notes on the pricing date, based on CGMI's
proprietary pricing models and our internal funding rate, will be less than the issue price," 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" in the accompanying prospectus
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supplement for more information.

Ca lc ula t ion a ge nt :
Citibank, N.A., an affiliate of Citigroup Inc., will serve as calculation agent for the notes. All
determinations made by the calculation agent will be at the sole discretion of the calculation
agent and will, in the absence of manifest error, be conclusive for all purposes and binding on
Citigroup Inc. and the holders of the notes. Citibank, N.A. is obligated to carry out its duties and
functions as calculation agent in good faith and using its reasonable judgment.
August 2015
PS-5
Citigroup Inc.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due August 7, 2025

Historical Information on CMS10

The following graph shows the published daily rate for CMS10 in the period from January 3, 2005 through August 4, 2015. The
historical CMS10 should not be taken as an indication of the future performance of CMS10. Any historical upward or downward
trend in CMS10 during any period set forth below is not an indication that CMS10 is more or less likely to increase or decrease at
any time during the term of the notes. The rate for CMS10 on August 4, 2015, was 2.262% per annum.

H ist oric a l CM S1 0
J a nua ry 3 , 2 0 0 5 t o August 4 , 2 0 1 5
Valuation of the Notes

CGMI calculated the estimated value of the notes set forth on the cover page of this pricing supplement based on proprietary
pricing models. CGMI's proprietary pricing models generated an estimated value for the notes by estimating the value of a
hypothetical package of financial instruments that would replicate the payout on the notes, which consists of a fixed-income bond
(the "bond component") and one or more derivative instruments underlying the economic terms of the notes (the "derivative
component"). CGMI calculated the estimated value of the bond component using a discount rate based on our internal funding rate.
CGMI calculated the estimated value of the derivative component based on a proprietary derivative-pricing model, which generated
a theoretical price for the instruments that constitute the derivative component based on various inputs, including the factors
described under "Risk Factors--The value of the notes prior to maturity will fluctuate based on many unpredictable factors" in this
pricing supplement, but not including our creditworthiness. These inputs may be market-observable or may be based on
assumptions made by CGMI in its discretionary judgment.

For a period of approximately six months following issuance of the notes, the price, if any, at which CGMI 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
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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 a
securities exchange and you may not be able to sell them prior to maturity."

August 2015
PS-6
Citigroup Inc.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due August 7, 2025

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 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.

August 2015
PS-7
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Document Outline

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