Bond Citigroup 2.168% ( US1730T0TZ20 ) in USD

Citigroup

67.445 % ⇌

United States

US1730T0TZ20 ( in USD )

2.168% per year ( payment 2 times a year)

27/06/2033

Prospectus brochure of the bond Citigroup US1730T0TZ20 en USD 2.168%, maturity 27/06/2033

1 000 USD

5 000 000 USD

1730T0TZ2

BBB+ ( Lower medium grade - Investment-grade )

27/06/2025 ( In 84 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 US1730T0TZ20, pays a coupon of 2.168% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/06/2033

The Bond issued by Citigroup ( United States ) , in USD, with the ISIN code US1730T0TZ20, was rated NR by Moody's credit rating agency.

The Bond issued by Citigroup ( United States ) , in USD, with the ISIN code US1730T0TZ20, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 dp39115_424b2-1667.htm PRICING SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-172562
PRICING SUPPLEMENT NO. 2013--CMTNH0118 DATED JUNE 20, 2013
(TO PROSPECTUS SUPPLEMENT DATED DECEMBER 20, 2012 AND PROSPECTUS DATED MAY 12, 2011)
MEDIUM-TERM SENIOR NOTES, SERIES H
CITIGROUP INC.
Callable Leveraged CMS Spread Notes Due June 27, 2033
$1,000 per Note
·
The stated principal amount and issue price of each note is $1,000.

·
Unless earlier redeemed by us, the notes have a maturity of approximately 20 years and will mature on June 27, 2033. At maturity you will receive for each note you
hold an amount in cash equal to $1,000 plus any accrued and unpaid interest. The notes are subject to the credit risk of Citigroup Inc.

·
The notes will bear interest at the rate of 9.00% per annum for one year from and including June 27, 2013 to but excluding June 27, 2014.

·
Unless earlier redeemed by us, from and including June 27, 2014 to but excluding the maturity date, the notes will bear interest during each quarterly interest period at
the per annum rate determined on the second business day prior to the beginning of such quarterly interest period equal to the greater of (i) 4 times the modified CMS
Spread, subject to a maximum interest rate of 9.00% per annum for any interest period, and (ii) the minimum interest rate of 0%. The modified CMS Spread will be
equal to the CMS Spread minus 0.15%, and the CMS Spread will be equal to the 30-year Constant Maturity Swap Rate ("CMS30") minus the 5-year Constant
Maturity Swap Rate ("CMS5"), as determined on the second business day prior to the beginning of such quarterly interest period.

·
Interest on the notes, if any, is payable quarterly on the 27th day of each March, June, September and December, beginning on September 27, 2013 and ending on the
maturity date or the date when the notes are called.

·
We may call the notes, in whole and not in part, for mandatory redemption on any interest payment date beginning on June 27, 2015, upon not less than five business
days' notice. Following an exercise of our call right, you will receive for each note you hold an amount in cash equal to $1,000 plus any accrued and unpaid interest.

·
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.

·
The CUSIP for the notes is 1730T0TZ2. The ISIN for the notes is US1730T0TZ20.

Investing in the notes involves risks not associated with an investment in conventional debt securities. See "Risk Factors Relating to the Notes"
beginning on page PS-6.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the notes or determined that
this pricing supplement and accompanying prospectus and prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup Inc. The notes are not insured or guaranteed by the Federal Deposit
Insurance Corporation or by any other governmental agency or instrumentality.

Per Note

Total
Issue Price(1)
$ 1,000.00

$ 5,000,000.00
Underwriting Fee(2)
$ 50.00

$ 130,000.00
Proceeds to Citigroup Inc.(2)
$ 950.00

$ 4,870,000.00

(1) On the date of this pricing supplement, the estimated value of the notes is $878.50 per note. 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) 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 up to $50.00 for each $1,000 note sold in this offering. The actual underwriting
fee will be equal to the selling concession paid to selected dealers. The per note proceeds to Citigroup Inc. above represents the minimum per note proceeds to Citigroup Inc., assuming the maximum per note underwriting fee.
The total underwriting fee and proceeds to Citigroup Inc. shown above give effect to the actual amount of this variable underwriting fee. CGMI will pay selected dealers not affiliated with CGMI a variable selling concession of
up to $50.00 for each $1,000 note they sell. 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 Relating to the Notes" and "Plan of Distribution; Conflicts of Interest" in this pricing supplement for more information.

CGMI expects to deliver the notes to purchasers on or about June 27, 2013. Because the notes will not settle in T+3, purchasers who wish to trade the notes on the date
hereof or the following three business days will be required to specify alternative settlement arrangements to prevent a failed settlement.

Investment Products
Not FDIC Insured
May Lose Value
No Bank Guarantee

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SUMMARY INFORMATION--Q&A

What Are the Notes?

The Callable Leveraged CMS Spread Notes are callable securities offered by Citigroup Inc. and have a maturity of approximately twenty years.

For one year after issuance, from and including June 27, 2013 to but excluding June 27, 2014, the interest rate on the notes is fixed at a rate of 9.00% per
annum. Unless the notes are called by us, the per annum interest rate for any quarterly interest period within the period from and including June 27, 2014 to but excluding
the maturity date will equal the greater of (i) 4 times the modified CMS Spread, subject to a maximum interest rate of 9.00% per annum for any interest period, and (ii) the
minimum interest rate of 0%. The modified CMS Spread will be equal to the CMS Spread minus 0.15%, and the CMS Spread will be equal to the 30-year Constant
Maturity Swap Rate ("CMS30") minus the 5-year Constant Maturity Swap Rate ("CMS5"). During this later period (which begins one year after the date of issuance of the
notes), each of CMS30 and CMS5 will be 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, which will be the second business day prior to the beginning of the applicable quarterly interest period. During
this later period, the interest rate on the notes may equal but will not be less than zero.

The notes mature on June 27, 2033. We may call the notes, in whole and not in part, for mandatory redemption on any quarterly interest payment date beginning
June 27, 2015 upon not less than five business days' notice. Following an exercise of our call right, you will receive an amount in cash equal to 100% of the stated
principal amount of notes you then hold, plus any accrued and unpaid interest. The notes do not provide for any redemption at your option prior to maturity.

The notes are unsecured senior debt securities issued by Citigroup Inc. The notes will rank equally with all other unsecured and unsubordinated debt of Citigroup
Inc. All payments on the notes, including the repayment of principal, are subject to the credit risk of Citigroup Inc.

Each note represents a stated principal amount of $1,000. You may transfer the notes only in units of $1,000 and integral multiples of $1,000. You will not have
the right to receive physical certificates evidencing your ownership except under limited circumstances. Instead, we will issue the notes in the form of a global certificate,
which will be held by The Depository Trust Company ("DTC") or its nominee. Direct and indirect participants in DTC will record beneficial ownership of the notes by
individual investors. Accountholders in the Euroclear or Clearstream Banking clearance systems may hold beneficial interests in the notes through the accounts those
systems maintain with DTC. You should refer to the section "Description of Debt Securities--Book-Entry Procedures and Settlement" in the accompanying prospectus.

Will I Receive Interest on the Notes?

While the notes will earn a fixed rate of interest from and including June 27, 2013 to but excluding June 27, 2014, the interest payments on the notes from and
including June 27, 2014 to but excluding the maturity date or the date when the notes are called will vary and may be zero. We expect to pay interest, if any, in cash
quarterly on the the 27th day of each March, June, September and December, beginning September 27, 2013 and ending on the maturity date or the date when the notes are
called. We refer to each of these quarterly payment dates as an interest payment date and 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 or the maturity date as an interest period.

The per annum interest rate for any quarterly interest period from and including June 27, 2013 to but excluding June 27, 2014 will be 9.00% per annum. Unless
the notes are called by us, the per annum interest rate for any quarterly interest period within the period from and including June 27, 2014 to but excluding the maturity date
will equal the greater of (i) 4 times the modified CMS Spread, subject to a maximum interest rate of 9.00% per annum for any interest period, and (ii) the minimum interest
rate of 0%. The modified CMS Spread will be equal to the CMS Spread minus 0.15%, and the CMS Spread will be equal to the 30-year Constant Maturity Swap Rate
("CMS30") minus the 5-year Constant Maturity Swap Rate ("CMS5"). For the interest periods beginning on or after June 27, 2014, the interest rate will be reset on the
second business day prior to the beginning of such quarterly

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interest period, which we refer to as the interest determination date. During each interest period, interest will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.

Beginning on June 27, 2014, if CMS30 is less than or equal to CMS5 plus 0.15%, on an applicable interest determination date, then no interest will accrue on the
notes for the interest period to which that interest determination date relates. As a result, there may not be any interest payments on the notes beginning on June 27,
2014. In addition, on any interest payment date on or after June 27, 2015, we have the right to call the notes on any interest payment date. We are more likely to call the
notes at a time when interest is accruing on the notes at a rate greater than that which would be payable on a conventional, fixed-rate debt security of Citigroup Inc. of
comparable maturity. If we call the notes, you may not be able to invest in other securities with a similar yield and level of risk. You should refer to the section "Risk
Factors Relating to the Notes" for further information.

Furthermore, because the interest applicable to a quarterly interest period cannot exceed 9.00% per annum, the amount of interest, if any, payable on the notes for
any interest period will not exceed $22.50 per note even if the CMS Spread applicable to such interest period is greater than 2.40% (taking into account that the value of
the modified CMS Spread will be multiplied by 4 on the applicable interest determination date). You should refer to the section "Risk Factors Relating to the Notes" for
further information.

The structure of the interest payments on the notes differs from notes that bear interest at a fixed rate and notes that bear interest at a rate directly related to
CMS30, CMS5, CMS Spread or another interest rate. In connection with your investment in the notes, you should understand how the interest rate calculations work. You
can find more information in the section "Description of the Notes--Interest" in this pricing supplement.

What Will I Receive at Maturity of the Notes?

The notes will mature on June 27, 2033. Subject to the credit risk of Citigroup Inc., at maturity, unless we have previously called your notes, you will receive for
each note you hold an amount in cash equal to $1,000 plus any accrued and unpaid interest.

What Will I Receive if Citigroup Inc. Calls the Notes?

We may call the notes, in whole and not in part, for mandatory redemption on any interest payment date beginning June 27, 2015, upon not less than five business
days' notice to holders of the notes in the manner described in the section "Description of the Notes--Call Right" in this pricing supplement. If we exercise our call right,
you will receive an amount in cash equal to 100% of the stated principal amount of notes you then hold, plus any accrued and unpaid interest.

What Will I Receive if I Sell the Notes Prior to Call or Maturity?

You will receive 100% of the stated principal amount of your notes only if you hold the notes at call or maturity. If you choose to sell your notes before the notes
are called or mature, you are not guaranteed and should not expect to receive the full stated principal amount of the notes you sell. You should refer to the sections "Risk
Factors Relating to the Notes--The Price at Which You May Be Able to Sell Your Notes Prior to Maturity Will Depend on a Number of Factors and May Be Substantially
Less Than the Amount You Originally Invest" and "--The Notes Will Not Be Listed on Any Securities Exchange and You May Not Be Able to Sell Your Notes Prior to
Maturity" in this pricing supplement for further information.

Where Can I Find Examples of Hypothetical Interest Payments?

For examples setting forth hypothetical interest amounts payable over the term of the notes, see "Description of the Notes--Hypothetical Interest Payment
Examples" in this pricing supplement.

Who Publishes CMS30 and CMS5 and What Do They Measure?

Constant maturity swap rates measure the market fixed coupon rate that is to be paid in exchange for a floating three-month-LIBOR-based rate for a specified
period of time. Unless otherwise stated in this pricing supplement, CMS30 and CMS5 will equal the 30-year Constant Maturity Swap Rate and the 5-year Constant
Maturity Swap Rate, each as published on Reuters page "ISDAFIX1" (or any successor page as determined by the

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calculation agent) at 11:00 am (New York time) on the applicable interest determination date (as described in the section "Determination of the CMS30 and the CMS5").

What Has the CMS Spread Been Historically?

We have provided a table showing the historical quarterly high and low values of the CMS Spread from January 2, 2008 to June 20, 2013, as well as a graph
showing the value of the CMS Spread on each day such value was available in the same period, in each case without giving effect to the 0.15% deduction reflected in the
modified CMS Spread. You can find this table and graph in the section "Historical Data on the CMS Spread" in this pricing supplement. We have provided this historical
information to help you evaluate the behavior of the CMS Spread in recent years. However, past performance is not indicative of how the CMS Spread will perform in the
future. In addition, interest payments on the notes will be based not on the CMS Spread but on the modified CMS Spread, which reflects a deduction of 0.15% from the
CMS Spread. You should also refer to the section "Risk Factors Relating to the Notes--The Historical Value of the CMS Spread Is Not an Indication of the Future Value of
the CMS Spread" in this pricing supplement.

What Are the U.S. Federal Tax Consequences of Investing in the Notes?
See "United States Federal Income Tax Considerations" below for a description of the U.S. federal tax consequences of investing in the notes. You should consult
your adviser regarding all aspects of the U.S. federal tax consequences of an investment in the notes in light of your particular circumstances.

Will the Notes Be Listed on a Stock Exchange?

The notes will not be listed on any exchange.

Can You Tell Me More About Citigroup Inc.?

Citigroup Inc. is a diversified global financial services holding company whose businesses provide a broad range of financial services to consumer and corporate
customers.

What Is the Role of Citigroup Inc.'s Affiliates, CGMI and Citibank, N.A.?

Our affiliate, Citigroup Global Markets Inc. ("CGMI"), is the underwriter for the offering and sale of 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 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 the maturity date. You should refer to "Risk Factors Relating to the Notes" and
"Plan of Distribution; Conflicts of Interest" in this pricing supplement for more information.

Citibank, N.A. will act as calculation agent for the notes. As calculation agent, Citibank, N.A. will make determinations with respect to the notes. You should
refer to "Risk Factors Relating to the Notes--The Calculation Agent, Which is an Affiliate of the Issuer, Will Make Determinations With Respect to the Notes" in this
pricing supplement for more information.

Can You Tell Me More About the Effect of Citigroup Inc.'s Hedging Activity?

We have hedged our obligations under the notes through one or more of our affiliates. This hedging activity likely involves trading in instruments, such as options,
swaps or futures, based on CMS30, CMS5 and the CMS Spread. The costs of maintaining or adjusting this hedging activity could affect the price at which our affiliate
CGMI may be willing to purchase your notes in the secondary market. Moreover, this hedging activity may result in our or our affiliates' receipt of a profit, even if the
value of the notes declines. You should refer to "Risk Factors Relating

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to the Notes--The Price at Which You May Be Able to Sell Your Notes Prior to Maturity Will Depend on a Number of Factors and May Be Substantially Less Than the
Amount You Originally Invest" in this pricing supplement and "Use of Proceeds and Hedging" in the accompanying prospectus.

Does ERISA Impose Any Limitations on Purchases of the Notes?

See "Benefit Plan Investor Considerations" in this pricing supplement for further information.

Are There Any Risks Associated With My Investment?

Yes, the notes are subject to a number of risks. Please refer to the section "Risk Factors Relating to the Notes" in this pricing supplement.

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RISK FACTORS RELATING TO THE NOTES

Because the terms of the notes differ from those of conventional debt securities, an investment in the notes entails significant risks not associated with an
investment in conventional debt securities, including, among other things, fluctuations in the relative values of CMS30 and CMS5, and other events that are difficult to
predict and beyond our control.

The Amount of Interest Payable on the Notes Will Vary and May Be Zero

Because CMS30 and CMS5 are floating rates, the CMS Spread will fluctuate. Thus, beginning one year after issuance, on June 27, 2014, the interest payments on
the notes, if any, will vary. In particular, beginning on June 27, 2014, if the modified CMS Spread is less than or equal to 0% (i.e., if CMS30 is less than or equal to the
sum of CMS5 and 0.15%) on the second business day prior to the beginning of a quarterly interest period, you will not earn any interest during that interest period.
Furthermore, the interest rate that is determined on the relevant interest determination date will apply to the entire interest period following such interest determination date
even if the CMS Spread increases during that interest period.

The Interest Rate Applicable to the Notes Will be Subject to a Maximum Per Annum Rate

The interest rate applicable to the notes cannot exceed 9.00% per annum for any interest period. This maximum interest rate will limit the amount of interest you
may be paid on the notes to a maximum of $22.50 per note per interest period. As a result, if the modified CMS Spread applicable to any interest period beginning on June
27, 2014 is greater than 2.40% (taking into account that the modified CMS Spread will be multiplied by 4 on the applicable interest determination date), the notes will
provide you less interest income than an investment in a similar instrument that is not subject to a maximum per annum interest rate.

The CMS Spread Applicable to Any Interest Period Will be Reduced by 0.15%

Unless called by us, from and including June 27, 2014 to but excluding the maturity date, when determining the interest rate applicable to each interest period,
0.15% will be deducted from the level of the CMS Spread on the relevant interest determination date to determine the modified CMS Spread. As a result, the effective
yield on your notes will be less than that which would be payable on a security paying interest directly linked to the level of the CMS Spread without any deduction.

Secondary Market Sales of the Notes May Result in a Loss of Principal

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 until the date when the notes are called. The value of the notes may fluctuate, and if you sell your notes in the secondary market prior to maturity or the date
when the notes are called, you may receive less than your initial investment.

The Notes May Be Called at Our Option, Which Limits Your Ability to Accrue Interest Over the Full Term of the Notes

We may call all of the notes on any interest payment date beginning June 27, 2015 upon not less than five business days' notice. In the event that we call the notes,
you will receive the stated principal amount of your investment in the notes and any accrued and unpaid interest to and including the date when the notes are called. In this
case, you will not have the opportunity to continue to accrue and be paid interest to the original maturity date of the notes.

The Relative Values of CMS30 and CMS5 Will Affect Our Decision to Call the Notes

It is more likely we will call the notes prior to their maturity date if the modified CMS Spread results in interest accruing on the notes at a rate greater than that
which would be payable on a conventional, fixed-rate debt security of Citigroup Inc. of comparable maturity. If we call 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.

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The Notes Are Subject to the Credit Risk of Citigroup Inc., and Any Actual or Anticipated Changes to Its Credit Ratings and Credit Spreads May Adversely
Affect the Value of the Notes

You are subject to the credit risk of Citigroup Inc. If we default on our 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 prior to maturity will be affected by changes in the market's view of our creditworthiness. Any decline, or
anticipated decline, in our credit ratings or increase, or anticipated increase, in the credit spreads charged by the market for taking our credit risk is likely to adversely
affect the value of the notes.

The Notes Will Not Be Listed on Any Securities Exchange and You May Not Be Able to Sell Your Notes Prior to Maturity

The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. Citigroup Global Markets Inc.
("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.

The Estimated Value of the Notes on the Pricing Date, Based on CGMI's Proprietary Pricing Models and Our Internal Funding Rate, Is Less than the Issue Price

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.

The Estimated Value of the Notes Was Determined for Us by Our Affiliate Using Proprietary Pricing Models

CGMI derived the estimated value disclosed on the cover of this pricing supplement from its proprietary pricing models. In doing so, it may have made
discretionary judgments about the inputs to its models, such as the volatility of the CMS Spread 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.

The Estimated Value of the Notes Would be Lower if it Were Calculated Based on Our Secondary Market Rate

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 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 payable on the notes.

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The Estimated Value of the Notes Is Not an Indication of the Price, if any, at which CGMI or Any Other Person May Be Willing to Buy the Notes from You in the
Secondary Market

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.

The Price at Which You May Be Able to Sell Your Notes Prior to Maturity Will Depend on a Number of Factors and May Be Substantially Less Than the Amount
You Originally Invest

We believe that the value of the notes in any secondary market at any time will be affected by the CMS Spread at that time and a number of other factors. Some of
these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. The following paragraphs
describe what we expect to be the impact on the value of the notes of a change in a specific factor, assuming all other conditions remain constant.

The CMS Spread. We expect that the value of the notes at any time will depend on whether and to what degree, if any, CMS30 exceeds CMS5 by more than
0.15%. In general, we expect that a decrease in the CMS Spread will cause a decrease in the value of the notes because the interest, if any, payable on the notes is based
on the modified CMS Spread. Conversely, in general, we expect that an increase in the CMS Spread may tend to cause an increase in the value of the notes. However, an
increase in the CMS Spread may increase the likelihood of the notes being called. CMS30, CMS5 and the economic relationship between the two will be influenced by
complex and interrelated political, economic, financial and other factors that can affect the money markets generally and the London interbank market in particular.

Volatility of the CMS Spread. Volatility is the term used to describe the size and frequency of market fluctuations. If the volatility of the CMS Spread changes, the
value of the notes may change.

Call Right. Our ability to call the notes prior to their maturity date is likely to limit their value. If we did not have the right to call the notes, their value could be
significantly different.

Interest Rates. We expect that the value of the notes will be affected by changes in U.S. interest rates. In general, if U.S. interest rates increase, the value of the
notes may decrease.

Time Premium or Discount. As a result of a "time premium" or "discount," the notes may trade at a value above or below that which would be expected based
on the level of interest rates and the value of the CMS Spread, which disparity is expected to be larger the longer the time remaining to the maturity of the notes. A "time
premium" or "discount" results from expectations concerning the value of the CMS Spread during the period prior to the maturity of the notes. However, as the time
remaining to maturity decreases, this "time premium" or "discount" may diminish, increasing or decreasing the value of the notes.
Hedging Activities. Hedging activities related to the notes by one or more of our affiliates likely involves trading in one or more instruments, such as options,
swaps or futures, based upon CMS30, CMS5, the CMS Spread, or taking positions in any other available securities or instruments that we may wish to use in connection
with such hedging. It is possible that our affiliates or we may profit from our 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 Citigroup Global Markets may be willing to purchase your notes in the secondary market.

Creditworthiness of Citigroup Inc. Actual or anticipated changes in our creditworthiness, as reflected in our secondary market rate, may affect the value of the
notes. The notes are subject to our credit risk.
We want you to understand that the impact of one of the factors specified above may offset some or all of any change in the value of the notes attributable to
another factor.

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Immediately Following Issuance, any Secondary Market Bid Price Provided by CGMI, and the Value that Will Be Indicated on Any Brokerage Account
Statements Prepared by CGMI or its Affiliates, Will Reflect a Temporary Upward Adjustment

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.

The Yield on the Notes May Be Lower Than the Yield On a Standard Debt Security of Comparable Maturity

Unless called by us, from and including June 27, 2014 to but excluding the maturity date, the notes will bear interest at the per annum rate equal to the greater of
(i) 4 times the modified CMS Spread, subject to a maximum interest rate of 9.00% per annum for any interest period, and (ii) the minimum interest rate of 0%. As a result,
the effective yield on your notes may be less than that which would be payable on a conventional fixed-rate, non-callable debt security of Citigroup Inc. of comparable
maturity.

The Historical Value of the CMS Spread Is Not an Indication of the Future Value of the CMS Spread

The historical value of the CMS Spread, which is included in this pricing supplement, should not be taken as an indication of the future value of the CMS Spread
during the term of the notes. Changes in the relative values of CMS30 and CMS5 will affect the value of the CMS Spread and thus the value of and interest payments on the
notes, but it is impossible to predict whether the relative values of CMS30 and CMS5 will rise or fall. The historical values do not give effect to the 0.15% deduction
reflected in the calculation of the modified CMS Spread.

The Calculation Agent, Which is an Affiliate of the Issuer, Will Make Determinations With Respect to the Notes

Citibank, N.A., which is acting as the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citibank, N.A. will determine the CMS Spread
on any interest determination date and will calculate the interest payable to you on each interest payment date. Any of these determinations made by Citibank, N.A., in its
capacity as calculation agent, including with respect to the calculation of the CMS30 or CMS5 in the event of their unavailability, may adversely affect the payments to you
on any interest payment date.
Citigroup Inc.'s Hedging Activity Could Result in a Conflict of Interest

In anticipation of the sale of the notes, one or more of our affiliates have entered into hedge transactions. This hedging activity likely involves trading in
instruments, such as options, swaps or futures, based upon CMS30, CMS5 and the CMS Spread. This hedging activity may present a conflict between your interest in the
notes and the interests our affiliates have in executing, maintaining and adjusting their hedge transactions because it could affect the price at which our affiliate CGMI may
be willing to purchase your notes in the secondary market. Since hedging the obligations under the notes involves risk and may be influenced by a number of factors, it is
possible that our affiliates may profit from the hedging activity, even if the value of the notes declines.

You Will Have No Rights Against the Publisher of CMS30 and CMS5

You will have no rights against the publisher of CMS30 and CMS5 even though the amount you receive on an interest payment date will depend upon the value of
the CMS Spread. The publisher of CMS30 and CMS5 is not in any way involved in this offering and has no obligations relating to the notes or the holders of the notes.

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DESCRIPTION OF THE NOTES

You should read this pricing supplement together with the accompanying prospectus supplement and prospectus in connection with your investment in the Notes.
The description in this pricing supplement of the particular terms of the Notes supplements, and to the extent inconsistent therewith replaces, the descriptions of the
general terms and provisions of the debt securities set forth in the accompanying prospectus supplement and prospectus.

You may access the prospectus supplement and prospectus on the SEC Web site at www.sec.gov as follows (or if such address has changed, by reviewing our filing
for December 20, 2012 on the SEC Web site):

§
Prospectus Supplement dated December 20, 2012 and Prospectus dated May 12, 2011:
http://www.sec.gov/Archives/edgar/data/831001/000119312512509203/d448811d424b2.htm
General

The Callable Leveraged CMS Spread Notes Due June 27, 2033 (the "Notes") are callable securities offered by Citigroup Inc. and have a maturity of
approximately twenty years.

For one year after issuance, from and including June 27, 2013 to but excluding June 27, 2014, the Notes will pay interest at a minimum rate of 9.00% per annum
(to be determined on the pricing date). Unless called by us, from and including June 27, 2014 to but excluding the Maturity Date, the interest rate on the Notes will be
variable and will be reset quarterly based on the difference between a 30-year constant maturity swap rate, and a 5-year constant maturity swap rate (as described in the
section "--Interest"). All payments on the Notes are subject to the credit risk of Citigroup Inc.

Unless earlier redeemed, the Notes mature on June 27, 2033, which we refer to as the "Maturity Date." If the Maturity Date falls on a day that is not a Business
Day, the payment to be made on the Maturity Date will be made on the next succeeding Business Day with the same force and effect as if made on the Maturity Date, and no
additional interest will accrue as a result of such delayed payment. We may call the Notes, in whole and not in part, for mandatory redemption on any quarterly Interest
Payment Date beginning on June 27, 2015 upon not less than five Business Days' notice. Following an exercise of our call right, you will receive an amount in cash equal
to 100% of the stated principal amount of Notes you then hold on that Interest Payment Date, plus accrued and unpaid interest, if any.

The Notes are unsecured senior debt securities issued by Citigroup Inc. The Notes will rank equally with all other unsecured and unsubordinated debt of
Citigroup Inc.

Each Note represents a stated principal amount of $1,000. You may transfer the Notes only in units of $1,000 and integral multiples of $1,000. You will not have
the right to receive physical certificates evidencing your ownership except under limited circumstances. Instead, we will issue the Notes in the form of a global certificate,
which will be held by The Depository Trust Company ("DTC") or its nominee. Direct and indirect participants in DTC will record beneficial ownership of the Notes by
individual investors. Accountholders in the Euroclear or Clearstream Banking clearance systems may hold beneficial interests in the Notes through the accounts those
systems maintain with DTC. You should refer to the section "Description of Debt Securities--Book-Entry Procedures and Settlement" in the accompanying prospectus.

Reference is made to the accompanying prospectus supplement and prospectus for a detailed summary of additional provisions of the Notes and of the senior debt
indenture under which the Notes will be issued.

Interest

For one year after issuance, from and including June 27, 2013 to but excluding June 27, 2014, the Notes bear interest at the rate of 9.00% per annum.

The amount of any quarterly interest payment on the Notes from and including June 27, 2014 to but excluding the Maturity Date or the date when the Notes are
called will vary and may be zero. We expect to pay interest, if any, in cash quarterly on the 27th day of each March, June, September and December, beginning

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