Obligation Citigroup 0% ( US17298CD217 ) en USD

Citigroup

100 % ⇌

Etas-Unis

US17298CD217 ( en USD )

29/03/2021 - Obligation échue

Prospectus brochure de l'obligation Citigroup US17298CD217 en USD 0%, échue

1 000 USD

549 000 USD

17298CD21

N/A

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 US17298CD217, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/03/2021

424B2 1 dp64472_424b2-473.htm PRICING SUPPLEMENT
CALCU LAT I ON OF REGI ST RAT I ON FEE

T it le of e a c h c la ss of se c urit ie s t o be
M a x im um a ggre ga t e offe ring
Am ount of re gist ra t ion fe e (1) (2)
re gist e re d
pric e
Medium-Term Senior Notes, Series G
$549,000
$55.28

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

(2)
Pursuant to Rule 457(p) under the Securities Act, the $114,542.44 remaining 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 $55.28 is offset against the registration fee due for this offering and of which $114,487.16 remains available for
future registration fee offset. No additional registration fee has been paid with respect to this offering.

Citigroup Inc.
M a rc h 2 4 , 2 0 1 6
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 6 -CM T N G0 9 1 4
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 9 2 3 0 2
Barrier Securities Based on Shares of the Technology Select Sector SPDR® Fund Due March 29, 2021
Ove rvie w
? The securities offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Inc. Unlike
conventional debt securities, the securities do not pay interest and do not repay a fixed amount of principal at maturity. Instead,
the securities offer a payment at maturity that may be greater than, equal to or less than the stated principal amount, depending
on the performance of shares of the Technology Select Sector SPDR® Fund (the "underlying shares") from the initial share price
to the final share price.
? The securities offer modified exposure to the performance of the underlying shares, with (i) the opportunity to participate in any
appreciation of the underlying shares at the upside participation rate specified below and (ii) contingent repayment of the stated
principal amount at maturity if the underlying shares depreciate, but only so long as that depreciation does not exceed 20.00%.
In exchange for the contingent repayment of principal in the event of moderate depreciation, investors in the securities must be
willing to forgo any dividends that may be paid on the underlying shares over the term of the securities. In addition, investors in
the securities must be willing to accept full downside exposure to the underlying shares if the underlying shares depreciate by
more than 20.00%. I f t he unde rlying sha re s de pre c ia t e by m ore t ha n 2 0 .0 0 % from t he pric ing da t e t o t he
va lua t ion da t e , you w ill lose 1 % of t he st a t e d princ ipa l a m ount of your se c urit ie s for e ve ry 1 % by w hic h
t he fina l sha re pric e is le ss t ha n t he init ia l sha re pric e . T he re is no m inim um pa ym e nt a t m a t urit y.
? In order to obtain the modified exposure to the underlying shares that the securities provide, investors must be willing to accept
(i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities if we
default on our obligations. All pa ym e nt s on t he se c urit ie 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. Upon at least 15 business days' notice, any wholly owned subsidiary of
Citigroup Inc. may, without the consent of any holder of the securities, assume Citigroup
Inc.'s obligations under the securities, and in such event Citigroup Inc. shall be released
from its obligations under the securities, subject to certain conditions, including the
condition that Citigroup Inc. fully and unconditionally guarantee all payments under the
securities. See "Additional Terms of the Securities" in this pricing supplement.
U nde rlying sha re s:
Shares of the Technology Select Sector SPDR® Fund (NYSE Arca symbol: "XLK") (the
"underlying share issuer" or "ETF")
Aggre ga t e st a t e d princ ipa l
$549,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
March 24, 2016
I ssue da t e :
March 30, 2016. See "Supplemental Plan of Distribution" in this pricing supplement for
more information.
V a lua t ion da t e :
March 24, 2021, subject to postponement if such date is not a scheduled trading day or if
certain market disruption events occur
M a t urit y da t e :
March 29, 2021
Pa ym e nt a t m a t urit y:
For each $1,000 stated principal amount security you hold at maturity:
? If the final share price is gre a t e r t ha n or e qua l t o the initial share price:
http://www.sec.gov/Archives/edgar/data/831001/000095010316012129/dp64472_424b2-473.htm[3/28/2016 5:21:53 PM]

$1,000 + the return amount
? If the final share price is le ss t ha n the initial share price but gre a t e r t ha n or
e qua l t o the barrier price:
$1,000
? If the final share price is le ss t ha n the barrier price:
$1,000 × the share performance factor
I f t he fina l sha re pric e is le ss t ha n t he ba rrie r pric e , your pa ym e nt a t
m a t urit y w ill be le ss, a nd possibly signific a nt ly le ss, t ha n $ 8 0 0 .0 0 pe r
se c urit y. Y ou should not inve st in t he se c urit ie s unle ss you a re w illing a nd
a ble t o be a r t he risk of losing a signific a nt port ion of your inve st m e nt .
I nit ia l sha re pric e :
$43.62, the closing price of the underlying shares on the pricing date
Fina l sha re pric e :
The closing price of the underlying shares on the valuation date
Sha re pe rform a nc e fa c t or:
The final share price divided by the initial share price
Sha re pe rc e nt inc re a se :
The final share price minus the initial share price, divided by the initial share price
Re t urn a m ount :
$1,000 × the share percent increase × the upside participation rate
U pside pa rt ic ipa t ion ra t e :
110.00%
Ba rrie r pric e :
$34.896, 80.00% of the initial share price
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17298CD21 / US17298CD217
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd issue
I ssue pric e (1)(2)
U nde rw rit ing fe e (3)
Proc e e ds t o issue r
pric e :
Pe r se c urit y:
$1,000.00
$30.00
$970.00
T ot a l:
$549,000.00
$16,470.00
$532,530.00
(1) On the date of this pricing supplement, the estimated value of the securities is $907.70 per security, which is less than the
issue price. The estimated value of the securities 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 securities from you at any time after issuance. See "Valuation of the Securities" in this
pricing supplement.
(2) The issue price for investors purchasing the securities in fee-based advisory accounts will be $970.00 per security, assuming
no custodial fee is charged by a selected dealer, and up to $975.00 per security, assuming the maximum custodial fee is charged
by a selected dealer. See "Supplemental Plan of Distribution" in this pricing supplement.
(3) For more information on the distribution of the securities, see "Supplemental Plan of Distribution" 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 securities declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
I nve st ing in t he se c urit ie 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 de bt se c urit ie s.
Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS-3 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") 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 se c urit ie 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 produc t supple m e nt , unde rlying supple m e nt , 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 product supplement, underlying supplement,
prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 2 -0 3 da t e d N ove m be r 1 3 , 2 0 1 3 U nde rlying Supple m e nt N o. 3 da t e d N ove m be r
1 3 , 2 0 1 3
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 se c urit ie 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.
Barrier Securities Based on Shares of the Technology Select Sector SPDR® Fund Due March 29, 2021

Additional Information

Ge ne ra l. The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and
prospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and
http://www.sec.gov/Archives/edgar/data/831001/000095010316012129/dp64472_424b2-473.htm[3/28/2016 5:21:53 PM]

prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain events may occur
that could affect your payment at maturity, such as market disruption events and other events affecting the underlying shares.
These events and their consequences are described in the accompanying product supplement in the sections "Description of the
Securities--Certain Additional Terms for Securities Linked to ETF Shares or Company Shares--Consequences of a Market
Disruption Event; Postponement of a Valuation Date," "--Dilution and Reorganization Adjustments" and "--Delisting, Liquidation or
Termination of an ETF," and not in this pricing supplement. The accompanying underlying supplement contains important
disclosures regarding the underlying shares that are not repeated in this pricing supplement. It is important that you read the
accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing
supplement in connection with your investment in the securities. Certain terms used but not defined in this pricing supplement are
defined in the accompanying product supplement.

Dilut ion a nd Re orga niza t ion Adjust m e nt s. The initial share price and the barrier price are each a "Relevant Price" for
purposes of the section "Description of the Securities--Certain Additional Terms for Securities Linked to ETF Shares or Company
Shares--Dilution and Reorganization Adjustments" in the accompanying product supplement. Accordingly, the initial share price
and the barrier price are each subject to adjustment upon the occurrence of any of the events described in that section.

Hypothetical Examples

The diagram below illustrates your payment at maturity for a range of hypothetical percentage changes from the initial share price
to the final share price.

I nve st ors in t he se c urit ie s w ill not re c e ive a ny divide nds on t he unde rlying sha re s or t he st oc k s inc lude d in
or he ld by t he ET F. T he dia gra m a nd e x a m ple s be low do not show a ny e ffe c t of lost divide nd yie ld ove r t he
t e rm of t he se c urit ie s. See "Summary Risk Factors--You will not have voting rights, rights to receive any dividends or other
distributions or any other rights with respect to the ETF" below.

March 2016
PS-2
Citigroup Inc.
Barrier Securities Based on Shares of the Technology Select Sector SPDR® Fund Due March 29, 2021
Ba rrie r Se c urit ie s
Pa ym e nt a t M a t urit y Dia gra m
http://www.sec.gov/Archives/edgar/data/831001/000095010316012129/dp64472_424b2-473.htm[3/28/2016 5:21:53 PM]

The Securities The Underlying Shares
Your actual payment at maturity per security will depend on the actual final share price. The examples below are intended to
illustrate how your payment at maturity will depend on whether the final share price is greater than or less than the initial share
price and by how much.

Ex a m ple 1 --U pside Sc e na rio. The hypothetical final share price is $45.80 (an approximately 5.00% increase from the initial
share price), which is gre a t e r t ha n the initial share price.

Payment at maturity per security = $1,000 + the return amount

= $1,000 + ($1,000 × the share percent increase × the upside participation rate)

= $1,000 + ($1,000 × 5.00% × 110.00%)

= $1,000 + $55.00

= $1,055.00

Because the underlying shares appreciated from the initial share price to the hypothetical final share price, your payment at
maturity in this scenario would be equal to the $1,000 stated principal amount per security plus the return amount, or $1,055.00 per
security.

Ex a m ple 2 --Pa r Sc e na rio. The hypothetical final share price is $41.44 (an approximately 5.00% decrease from the initial share
price), which is le ss t ha n the initial share price but gre a t e r t ha n the barrier price.

Payment at maturity per security = $1,000

Because the underlying shares did not depreciate from the initial share price to the hypothetical final share price by more than
20.00%, your payment at maturity in this scenario would be equal to the $1,000 stated principal amount per security.

March 2016
PS-3
http://www.sec.gov/Archives/edgar/data/831001/000095010316012129/dp64472_424b2-473.htm[3/28/2016 5:21:53 PM]

Citigroup Inc.
Barrier Securities Based on Shares of the Technology Select Sector SPDR® Fund Due March 29, 2021
Ex a m ple 3 --Dow nside Sc e na rio. The hypothetical final share price is $13.09 (an approximately 70.00% decrease from the
initial share price), which is le ss t ha n the barrier price.

Payment at maturity per security = $1,000 × the share performance factor

= $1,000 × 30.00%

= $300.00

Because the underlying shares depreciated from the initial share price to the hypothetical final share price by more than 20.00%,
the contingent repayment of the stated principal amount at maturity would not apply in this scenario and your payment at maturity
would reflect 1-to-1 exposure to the negative performance of the underlying shares.

Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject
to all of the risks associated with an investment in our conventional debt securities, including the risk that we may default on our
obligations under the securities, and are also subject to risks associated with the underlying shares. Accordingly, the securities are
suitable only for investors who are capable of understanding the complexities and risks of the securities. You should consult your
own financial, tax and legal advisers as to the risks of an investment in the securities and the suitability of the securities in light of
your particular circumstances.

The following is a summary of certain key risk factors for investors in the securities. You should read this summary together with
the more detailed description of risks relating to an investment in the securities contained in the section "Risk Factors Relating to
the Securities" beginning on page EA-6 in the accompanying product supplement. You should also carefully read 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.

?
Y ou m a y lose som e or a ll of your inve st m e nt . Unlike conventional debt securities, the securities do not repay a fixed
amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlying shares. If
the final share price is less than the barrier price, you will lose 1% of the stated principal amount of the securities for every 1%
by which the final share price is less than the initial share price. There is no minimum payment at maturity on the securities,
and you may lose up to all of your investment.

?
T he ba rrie r fe a t ure of t he se c urit ie s e x pose s you t o pa rt ic ula r risk s. If the final share price is less than the
barrier price, the contingent repayment of the stated principal amount at maturity will not apply and you will lose 1% of the
stated principal amount of the securities for every 1% by which the final share price is less than the initial share price.
Therefore, the securities offer no protection at all if the underlying shares depreciate by more than 20.00% from the initial share
price to the final share price. As a result, you may lose your entire investment in the securities.

?
T he se c urit ie s do not pa y int e re st . Unlike conventional debt securities, the securities do not pay interest or any other
amounts prior to maturity. You should not invest in the securities if you seek current income during the term of the securities.

?
Y ou w ill not ha ve vot ing right s, right s t o re c e ive a ny divide nds or ot he r dist ribut ions or a ny ot he r right s
w it h re spe c t t o t he ET F. As of March 24, 2016, the trailing 12-month dividend yield of the underlying shares was 1.86%.
While it is impossible to know the future dividend yield of the underlying shares, if this trailing 12-month dividend yield were to
remain constant for the term of the securities, you would be forgoing an aggregate yield of approximately 9.30% (assuming no
reinvestment of dividends) by investing in the securities instead of investing directly in the underlying shares or in another
investment linked to the underlying shares that provides for a pass-through of dividends. The payment scenarios described in
this pricing supplement do not show any effect of lost dividend yield over the term of the securities. Be c a use of t his lost
divide nd yie ld, a n inve st m e nt in t he se c urit ie s w ill unde rpe rform a dire c t inve st m e nt in t he unde rlying
sha re s if t he unde rlying sha re s a ppre c ia t e , if t he unde rlying sha re s de pre c ia t e by m ore t ha n 2 0 .0 0 % or if
t he unde rlying sha re s de pre c ia t e by up t o t he divide nd yie ld.

?
Y our pa ym e nt a t m a t urit y de pe nds on t he c losing pric e of t he unde rlying sha re s on a single da y. Because
your payment at maturity depends on the closing price of the underlying shares solely on the valuation date, you are subject to
http://www.sec.gov/Archives/edgar/data/831001/000095010316012129/dp64472_424b2-473.htm[3/28/2016 5:21:53 PM]

the risk that the closing price of the underlying shares on that day may be lower, and possibly significantly lower, than on one
or more other dates during the term of the securities. If you had invested directly in the underlying shares or in another
instrument linked to the underlying shares that you could sell for full value at a time selected by you, or if the payment at
maturity were based on an average of closing prices of the underlying shares, you might have achieved better returns.

?
T he se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup I nc . If we default on our obligations under the securities,
you may not receive anything owed to you under the securities.

March 2016
PS-4
Citigroup Inc.
Barrier Securities Based on Shares of the Technology Select Sector SPDR® Fund Due March 29, 2021
?
T he se c urit ie 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 securities will not be listed on any securities exchange. Therefore, there may be little or no secondary
market for the securities. CGMI currently intends to make a secondary market in relation to the securities and to provide an
indicative bid price for the securities on a daily basis. Any indicative bid price for the securities 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 securities 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 securities because it is likely that CGMI will be the only
broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be prepared to hold the
securities until maturity.

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

?
T he e st im a t e d va lue of t he se c urit ie 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 securities 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 securities. 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 securities, which are generally
higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal
funding rate is not an interest rate that we will pay to investors in the securities, which do not bear interest.

?
T he e st im a t e d va lue of t he se c urit ie 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 se c urit ie 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 securities based on the market and other factors described in the next risk factor.
http://www.sec.gov/Archives/edgar/data/831001/000095010316012129/dp64472_424b2-473.htm[3/28/2016 5:21:53 PM]

Moreover, unlike the estimated value included in this pricing supplement, any value of the securities 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
securities than if our internal funding rate were used. In addition, any secondary market price for the securities will be reduced
by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities 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 securities will be less than the issue price.

?
T he va lue of t he se c urit ie 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 securities prior to maturity will fluctuate based on the price and volatility of the underlying shares and a number of other
factors, including the price and volatility of the stocks held by the ETF, the dividend yields on the underlying shares and the
stocks held by the ETF, interest rates generally, the time remaining to maturity and our creditworthiness, as reflected in our
secondary market rate. Changes in the price of the underlying shares may not result in a comparable change in the value of
your securities. You should understand that the value of your securities 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

March 2016
PS-5
Citigroup Inc.
Barrier Securities Based on Shares of the Technology Select Sector SPDR® Fund Due March 29, 2021
amount of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period. See "Valuation
of the Securities" in this pricing supplement.

?
T he unde rlying sha re s a re subje c t t o risk s a ssoc ia t e d w it h inve st ing in t he t e c hnology se c t or. The stocks
held by the ETF are generally concentrated in the technology industry. The value of stocks of technology companies and
companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product
obsolescence, government regulation and competition, both domestically and internationally, including competition from non-
U.S. competitors with lower production costs. Technology companies and companies that rely heavily on technology, especially
those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Additionally, companies in the
technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of
qualified personnel. Accordingly, by investing in the securities, you will not benefit from the diversification which could result
from an investment linked to companies that operate in multiple sectors.

?
Our offe ring of t he se c urit ie s doe s not c onst it ut e a re c om m e nda t ion of t he unde rlying sha re s. The fact that
we are offering the securities does not mean that we believe that investing in an instrument linked to the underlying shares is
likely to achieve favorable returns. In fact, as we are part of a global financial institution, our affiliates may have positions
(including short positions) in the underlying shares or the stocks held by the ETF over the term of the securities or in
instruments related to the underlying shares or such stocks over the term of the securities and may publish research or express
opinions, that in each case are inconsistent with an investment linked to the underlying shares. These and other activities of our
affiliates may affect the price of the underlying shares in a way that has a negative impact on your interests as a holder of the
securities.

?
T he pric e of t he unde rlying sha re s m a y be a dve rse ly a ffe c t e d by our or our a ffilia t e s' he dging a nd ot he r
t ra ding a c t ivit ie s. We have hedged our obligations under the securities through CGMI or other of our affiliates, who have
taken positions directly in the underlying shares or the stocks held by the ETF and other financial instruments related to the
underlying shares or such stocks and may adjust such positions during the term of the securities. Our affiliates also trade the
underlying shares or the stocks held by the ETF and other financial instruments related to the underlying shares or such stocks
on a regular basis (taking long or short positions or both), for their accounts, for other accounts under their management or to
facilitate transactions on behalf of customers. These activities could affect the price of the underlying shares in a way that
negatively affects the value of the securities. They could also result in substantial returns for us or our affiliates while the value
of the securities declines.

?
We a nd our a ffilia t e s m a y ha ve e c onom ic int e re st s t ha t a re a dve rse t o yours a s a re sult of our a ffilia t e s'
busine ss a c t ivit ie s. Our affiliates may currently or from time to time engage in business with the underlying share issuer or
the issuers of the stocks held by the ETF, including extending loans to, making equity investments in or providing advisory
http://www.sec.gov/Archives/edgar/data/831001/000095010316012129/dp64472_424b2-473.htm[3/28/2016 5:21:53 PM]

services to such issuers. In the course of this business, we or our affiliates may acquire non-public information about such
issuers, which we will not disclose to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they
may exercise any remedies against such issuer that are available to them without regard to your interests.

?
Eve n if t he unde rlying sha re issue r pa ys a divide nd t ha t it ide nt ifie s a s spe c ia l or e x t ra ordina ry, no
a djust m e nt w ill be re quire d unde r t he se c urit ie s for t ha t divide nd unle ss it m e e t s t he c rit e ria spe c ifie d
in t he a c c om pa nying produc t supple m e nt . In general, an adjustment will not be made under the terms of the
securities for any cash dividend paid on the underlying shares unless the amount of the dividend per underlying share, together
with any other dividends paid in the same fiscal quarter, exceeds the dividend paid per underlying share in the most recent
fiscal quarter by an amount equal to at least 10% of the closing price of the underlying shares on the date of declaration of the
dividend. Any dividend will reduce the closing price of the underlying shares by the amount of the dividend per underlying
share. If the underlying share issuer pays any dividend for which an adjustment is not made under the terms of the securities,
holders of the securities will be adversely affected. See "Description of the Securities--Certain Additional Terms for Securities
Linked to ETF Shares or Company Shares--Dilution and Reorganization Adjustments--Certain Extraordinary Cash Dividends"
in the accompanying product supplement.

?
T he se c urit ie s w ill not be a djust e d for a ll e ve nt s t ha t c ould a ffe c t t he pric e of t he unde rlying sha re s. For
example, we will not make any adjustment for ordinary dividends or extraordinary dividends that do not meet the criteria
described above. Moreover, the adjustments we do make may not fully offset the dilutive or adverse effect of the particular
event. Investors in the securities may be adversely affected by such an event in a circumstance in which a direct holder of the
underlying shares would not.

?
T he se c urit ie s m a y be c om e link e d t o sha re s of a n issue r ot he r t ha n t he origina l unde rlying sha re issue r
upon t he oc c urre nc e of a re orga niza t ion e ve nt or upon t he de list ing of t he unde rlying sha re s. For example,
if the underlying share issuer enters into a merger agreement that provides for holders of the underlying shares to receive
shares of another entity, the shares of such other entity will become the underlying shares for all purposes of the securities
upon consummation of the merger. Additionally, if the underlying shares are delisted or the ETF is otherwise terminated, the
calculation agent may, in its sole discretion, select shares of another ETF to be the underlying shares. See "Description of the
Securities--Certain Additional Terms for Securities Linked to ETF Shares or Company Shares--Dilution and Reorganization
Adjustments," and "--Delisting, Liquidation or Termination of an Underlying ETF" in the accompanying product supplement.

March 2016
PS-6
Citigroup Inc.
Barrier Securities Based on Shares of the Technology Select Sector SPDR® Fund Due March 29, 2021
?
T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of ours, w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t t o
t he se c urit ie s. If certain events occur, such as market disruption events, events with respect to the underlying share issuer
that may require a dilution adjustment or the delisting of the underlying shares, CGMI, as calculation agent, will be required to
make discretionary judgments that could significantly affect your payment at maturity. In making these judgments, the
calculation agent's interests as an affiliate of ours could be adverse to your interests as a holder of the securities.

?
T he pric e a nd pe rform a nc e of t he unde rlying sha re s m a y not c om ple t e ly t ra c k t he pe rform a nc e of t he
ET F unde rlying inde x or t he ne t a sse t va lue pe r sha re of t he ET F. The underlying share issuer does not fully
replicate the underlying index that it seeks to track and may hold securities different from those included in its underlying index.
In addition, the performance of the underlying shares will reflect additional transaction costs and fees that are not included in
the calculation of its underlying index. All of these factors may lead to a lack of correlation between the performance of the
underlying shares and its underlying index. In addition, corporate actions with respect to the equity securities constituting the
ETF's underlying index or held by the ETF (such as mergers and spin-offs) may impact the variance between the
performances of the underlying shares and the ETF's underlying index. Finally, because the underlying shares are traded on
NYSE Arca, Inc. and are subject to market supply and investor demand, the market value of the underlying shares may differ
from the net asset value per share of the ETF.

During periods of market volatility, securities underlying the ETF may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per share of the ETF and the liquidity of the underlying
shares may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and
redeem shares of the ETF. Further, market volatility may adversely affect, sometimes materially, the prices at which market
participants are willing to buy and sell the underlying shares. As a result, under these circumstances, the market value of the
underlying shares may vary substantially from the net asset value per share of the ETF. For all of the foregoing reasons, the
http://www.sec.gov/Archives/edgar/data/831001/000095010316012129/dp64472_424b2-473.htm[3/28/2016 5:21:53 PM]

performance of the underlying shares may not correlate with the performance of the ETF's underlying index and/or the net
asset value per share of the ETF, which could materially and adversely affect the value of the securities in the secondary
market and/or reduce your payment at maturity.

?
Cha nge s m a de by t he inve st m e nt a dvise r t o t he unde rlying sha re issue r or by t he sponsor of t he inde x
unde rlying t he ET F m a y a dve rse ly a ffe c t t he unde rlying sha re s. We are not affiliated with the investment adviser
to the underlying share issuer or with the sponsor of the index underlying the ETF. Accordingly, we have no control over any
changes such investment adviser or sponsor may make to the underlying share issuer or the index underlying the ETF. Such
changes could be made at any time and could adversely affect the performance of the underlying shares.

?
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 se c urit ie s a re unc le a r. There is no direct legal
authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the
Internal Revenue Service (the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and
the IRS or a court might not agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful
in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities
might be materially and adversely affected. Even if the treatment of the securities as prepaid forward contracts is respected, a
security may be treated as a "constructive ownership transaction," with potentially adverse consequences described below
under "United States Federal Tax Considerations." Moreover, the securities may be assumed by a successor issuer, as
discussed in "Additional Terms of the Securities." The law regarding whether or not the assumption would be considered a
taxable modification of the securities is not entirely clear and, if the IRS were to treat the assumption as a taxable modification,
a U.S. Holder would be required to recognize gain (if any) on the securities and the timing and character of income recognized
with respect to the securities after the assumption could be affected significantly. In addition, in 2007 the U.S. Treasury
Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. Any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities,
including the character and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons
should be subject to withholding tax, possibly with retroactive effect. You should read carefully the discussion under "United
States Federal Tax Considerations" and "Risk Factors Relating to the Securities" in the accompanying product supplement and
"United States Federal Tax Considerations" in this pricing supplement. You should also consult your tax adviser regarding the
U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under the laws of any
state, local or non-U.S. taxing jurisdiction.

Additional Terms of the Securities

Upon at least 15 business days' notice, any wholly owned subsidiary (the "successor issuer") of Citigroup Inc. may, without the
consent of any holder of the securities, assume all of Citigroup Inc.'s obligations under the securities, and in such event Citigroup
Inc. shall be released from its obligations under the securities (in each case, except as described below), subject to the following
conditions:

(a)
Citigroup Inc. shall enter into a supplemental indenture under which Citigroup Inc. fully and unconditionally guarantees all
payments on the securities when due, agrees to comply with the covenants described in the section "Description of Debt

March 2016
PS-7
Citigroup Inc.
Barrier Securities Based on Shares of the Technology Select Sector SPDR® Fund Due March 29, 2021
Securities--Covenants--Limitations on Liens" and "--Limitations on Mergers and Sales of Assets" in the accompanying
prospectus as applied to itself and retains certain reporting obligations under the indenture;

(b)
the successor issuer shall be organized under the laws of the United States of America, any State thereof or the District of
Columbia; and

(c)
immediately after giving effect to such assumption of obligations, no default or event of default shall have occurred and be
continuing.

Upon any such assumption, the successor issuer shall succeed to and be substituted for, and may exercise every right and power
of, Citigroup Inc. under the securities with the same effect as if such successor issuer had been named as the original issuer of the
securities, and Citigroup Inc. shall be relieved from all obligations and covenants under the securities, except that Citigroup Inc.
http://www.sec.gov/Archives/edgar/data/831001/000095010316012129/dp64472_424b2-473.htm[3/28/2016 5:21:53 PM]

shall have the obligations described in clause (a) above. For the avoidance of doubt, the successor issuer shall not be responsible
for Citigroup Inc.'s compliance with the covenants described in clause (a) above.

If a successor issuer assumes the obligations of Citigroup Inc. under the securities as described above, events of bankruptcy or
insolvency or resolution proceedings relating to Citigroup Inc. will not constitute an event of default with respect to the securities,
nor will any breach of a covenant by Citigroup Inc. (other than payment default). Therefore, if a successor issuer assumes the
obligations of Citigroup Inc. under the securities as described above, events of bankruptcy or insolvency or resolution proceedings
relating to Citigroup Inc. (in the absence of any such event occurring with respect to the successor issuer) will not give holders the
right to declare the securities to be due and payable, and a breach of a covenant by Citigroup Inc. (including the covenants
described in the section "Description of Debt Securities--Covenants--Limitations on Liens" and "--Limitations on Mergers and
Sales of Assets" in the accompanying prospectus), other than payment default, will not give holders the right to declare the
securities to be due and payable. Furthermore, if a successor issuer assumes the obligations of Citigroup Inc. under the securities
as described above, it will not be an event of default under the securities if the guarantee of the securities by Citigroup Inc. ceases
to be in full force and effect or if Citigroup Inc. repudiates the guarantee.

There are no restrictions on which subsidiary of Citigroup Inc. may be a successor issuer other than as specifically set forth above.
The successor issuer may be less creditworthy than Citigroup Inc. and/or may have no or nominal assets. If Citigroup Inc. is
resolved in bankruptcy, insolvency or other resolution proceedings and the securities are not contemporaneously declared due and
payable, and if the successor issuer is subsequently resolved in later bankruptcy, insolvency or other resolution proceedings, the
value you receive on the securities may be significantly less than what you would have received had the securities been declared
due and payable immediately upon certain events of bankruptcy or insolvency or resolution proceedings relating to Citigroup Inc. or
the breach of a covenant by Citigroup Inc.

The securities are "specified securities" for purposes of the indenture. The terms set forth above do not apply to all securities
issued under the indenture, but only to the securities offered by this pricing supplement (and similar terms may apply to other
securities issued by Citigroup Inc. that are identified as "specified securities" in the applicable pricing supplement).

You should read carefully the discussion of U.S. federal tax consequences of any such assumption under "United States Federal
Tax Considerations" in this pricing supplement.

Information About the Underlying Shares

The Technology Select Sector SPDR® Fund is an exchange-traded fund that seeks to provide investment results that, before fees
and expenses, correspond generally to the total return performance of the Technology Select Sector Index. The Technology Select
Sector Index measures the performance of the technology sector of the U.S. equity market. The ETF is managed by SsgA Funds
Management, Inc. ("SSgA FM"), an investment advisor to the ETF, and the SPDR® Series Trust, a registered investment company.
The Select Sector SPDR® Trust consists of numerous separate investment portfolios, including the ETF. Information provided to or
filed with the SEC by The SPDR® Series Trust pursuant to the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, can be located by reference to SEC file numbers 333-57793 and 811-08839, respectively, through the
SEC's website at http://www.sec.gov. In addition, information may be obtained from other sources including, but not limited to,
press releases, newspaper articles and other publicly disseminated documents. Shares of the Technology Select Sector SPDR®
Fund trade on the NYSE Arca under the ticker symbol "XLK."

This pricing supplement relates only to the securities offered hereby and does not relate to the underlying shares or other securities
of the ETF. We have derived all disclosures contained in this pricing supplement regarding the underlying shares and the ETF from
the publicly available documents described above. In connection with the offering of the securities, neither Citigroup Inc. nor CGMI
has participated in the preparation of such documents or made any due diligence inquiry with respect to the ETF or the underlying
shares.

The securities represent obligations of Citigroup Inc. only. The ETF is not involved in any way in this offering and has no obligation
relating to the securities or to holders of the securities.

Neither we nor any of our affiliates make any representation to you as to the performance of the underlying shares.

March 2016
PS-8
Citigroup Inc.
http://www.sec.gov/Archives/edgar/data/831001/000095010316012129/dp64472_424b2-473.htm[3/28/2016 5:21:53 PM]

Document Outline

#1">
- #1">