Obligation Citigroup 4% ( US17298C3X48 ) en USD

Citigroup

100 % ⇌

Etas-Unis

US17298C3X48 ( en USD )

4% par an ( paiement semestriel )

30/11/2040

Prospectus brochure de l'obligation Citigroup US17298C3X48 en USD 4%, échéance 30/11/2040

1 000 USD

2 500 000 USD

17298C3X4

BBB+ ( Qualité moyenne inférieure )

N/A

30/05/2025 ( Dans 57 jours )

Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US17298C3X48, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2040
L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US17298C3X48, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp61488_424b2-2027.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
$2,500,000
$251.75

(1) Calculated in accordance with Rule 457(r) of the Securities Act.
(2) Pursuant to Rule 457(p) under the Securities Act, the $170,604.57 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 $251.75 is offset against the registration fee due for this offering and of which $170,352.82 remains available for future registration fee
offset. No additional registration fee has been paid with respect to this offering. See the "Calculation of Registration Fee" table accompanying the filing of Pricing
Supplement No. 2015-CMTNG0369 dated February 12, 2015, filed by Citigroup Inc. on February 17, 2015, for information regarding the registration fees that are being
carried forward.

Citigroup Inc.
N ove m be r 2 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 7 3 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
Callable Step-Up Coupon Notes Due November 30, 2040
· We have the right to call the notes for mandatory redemption quarterly beginning on November 30, 2016. Unless redeemed by us on or after November
30, 2016, from and including the original issue date to but excluding November 30, 2025, 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 November 30, 2025 to but excluding November 30, 2030, the
notes will bear interest during each semi-annual interest period at a per annum rate equal to 4.25%. Unless redeemed by us, from and including
November 30, 2030 to but excluding November 30, 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 November 30, 2034 to but excluding November 30, 2037, the notes will bear interest during each
semi-annual interest period at a per annum rate equal to 4.75%. Unless redeemed by us, from and including November 30, 2037 to but excluding
November 30, 2039, 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 November 30, 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 6.00%.
· 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 princ ipa l a m ount : $2,500,000
Pric ing da t e :
November 24, 2015
Origina l issue da t e :
November 30, 2015
M a t urit y da t e :
November 30, 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 m a t urit y:
Full principal amount due at maturity
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 November 30, 2016, from and including the original issue date to but
excluding November 30, 2025: 4.00%
From and including November 30, 2025 to but excluding November 30, 2030, unless redeemed by us:
4.25%
From and including November 30, 2030 to but excluding November 30, 2034, unless redeemed by us:
4.50%
From and including November 30, 2034 to but excluding November 30, 2037, unless redeemed by us:
4.75%
From and including November 30, 2037 to but excluding November 30, 2039, unless redeemed by us:
5.00%
From and including November 30, 2039 to but excluding the maturity date, unless redeemed by us: 6.00%
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
payment date
I nt e re st pa ym e nt da t e s:
Semi-annually on the 30th day of each May and November of each year, commencing May 30, 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
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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 November 30, 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 last day of each February and the 30th day of each May, August and November of each year, beginning
November 30, 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 c onve nt ion:
Following
CU SI P:
17298C3X4
I SI N :
US17298C3X48
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 pric e :
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r
Pe r not e :
$1,000.00
$20.00
$980.00
T ot a l:
$2,500,000.00
$50,000.00
$2,450,000.00
(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 . You should read this pricing supplement together with the
accompanying prospectus supplement and prospectus, each of which can be accessed via the following hyperlink.
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d N ove m be r 1 3 , 2 0 1 3
T he not e s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny
ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Inc.
Callable Step-Up Coupon Notes Due November 30, 2040

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
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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 ten 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 ten 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
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.

November 2015
PS-2
Citigroup Inc.
Callable Step-Up Coupon Notes Due November 30, 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
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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 pe riod:
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 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
c onside ra t ions:
are 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 "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 he dging:
The net proceeds received from the sale of the notes will be used for general corporate purposes
and, in part, in connection with hedging our obligations under the notes through one or more of our

November 2015
PS-3
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Citigroup Inc.
Callable Step-Up Coupon Notes Due November 30, 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
c onside ra t ions:
for important information for investors that are ERISA or other benefit plans or whose underlying
assets include assets of such plans.
Fe e s a nd se lling c onc e ssions:
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). 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,
re ga rding pla n of dist ribut ion;
2013 among Citigroup Inc. and the agents named therein, including CGMI, govern the sale and
c onflic t s of int e re st :
purchase of the notes.

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.

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
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interest rate in effect during the applicable interest period divided by (ii) 2.

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.

November 2015
PS-4
Citigroup Inc.
Callable Step-Up Coupon Notes Due November 30, 2040

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.

November 2015
PS-5
http://www.sec.gov/Archives/edgar/data/831001/000095010315009119/dp61488_424b2-2027.htm[11/27/2015 2:27:47 PM]

Document Outline

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