Obligation Citigroup 2% ( US17298CEZ77 ) en USD

Citigroup

100 % ⇌

Etas-Unis

US17298CEZ77 ( en USD )

2% par an ( paiement semestriel )

31/10/2021 - Obligation échue

Prospectus brochure de l'obligation Citigroup US17298CEZ77 en USD 2%, échue

1 000 USD

17298CEZ7

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 US17298CEZ77, paye un coupon de 2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/10/2021

424B2 1 dp69823_424b2-1393.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)
re gist e re d
pric e
(2 )
Medium-Term Senior Notes, Series G
$2,000,000
$231.80

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

(2)
Pursuant to Rule 456(b) under the Securities Act, a total of $242,044.07 remains of the fees previously paid on January 8, 2016. The filing fee for this
issuance of $231.80 is offset against that amount, such that $241,812.27 remains available for future registration fees.

Citigroup Inc.
Oc t obe r 2 6 , 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 7 7
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 October 31, 2021
·
The notes mature on October 31, 2021. We have the right to call the notes for mandatory redemption prior to maturity on a
quarterly basis beginning three years after issuance. Unless previously redeemed, the notes pay interest quarterly at a per
annum rate that will increase at pre-set intervals over the term of the notes. Because of our redemption right, there is no
assurance that you will receive interest payments at the higher interest rates stated below.
·
The notes are unsecured senior debt obligations of Citigroup Inc. All pa ym e nt s due on t he not e s a re subje c t t o t he
c re dit risk of Cit igroup I nc .
·
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.
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
$2,000,000
a m ount :
Pric ing da t e :
October 26, 2016
Origina l issue da t e :
October 31, 2016
M a t urit y da t e :
October 31, 2021. If the maturity date is not a business day, then the payment required to be
made on the maturity date will be made on the next succeeding business day with the same
force and effect as if it had been made on the maturity date. No additional interest will accrue
as a result of delayed payment.
Pa ym e nt a t m a t urit y:
$1,000 per note plus any accrued and unpaid interest
I nt e re st ra t e pe r a nnum :
From and including the original issue date to but excluding October 31, 2019: 1.50%
From and including October 31, 2019 to but excluding October 31, 2020, unless previously
redeemed: 2.00%
From and including October 31, 2020 to but excluding the maturity date, unless previously
redeemed: 2.50%
I nt e re st pe riod:
The period from and including the original issue date to but excluding the immediately
following interest payment date, and each successive 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:
Quarterly on the last day of each January, April, July and October of each year, commencing
January 31, 2017, provided that if any such day is not a business day, the applicable interest
payment will be made on the next succeeding business day. No additional interest will accrue
on that succeeding business day. Interest will be payable to the persons in whose names the
notes are registered at the close of business on the business day preceding each interest
payment date, which we refer to as a regular record date, except that the interest payment due
at maturity or upon earlier redemption will be paid to the persons who hold the notes on the
maturity date or earlier date of redemption, as applicable.
Da y c ount c onve nt ion:
30/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
Re de m pt ion:
Beginning on October 31, 2019, 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
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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:
October 31, 2019 and each interest payment date thereafter
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/I SI N :
17298CEZ7 / US17298CEZ77
List ing:
The notes will not be listed on any securities exchange and, accordingly, may have limited or
no liquidity. You should not invest in the notes unless you are willing to hold them to maturity.
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer. See "General Information--
Supplemental information regarding plan of distribution; conflicts of interest" in this pricing
supplement.
U nde rw rit ing fe e a nd issue
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r
pric e :
Pe r not e :
$1,000.00
$10.00
$990.00
T ot a l:
$2,000,000.00
$20,000.00
$1,980,000.00
(1) The issue price for investors purchasing the notes in fee-based advisory accounts will be $990.00 per note, assuming no custodial fee is
charged by a selected dealer, and up to $995.00, 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
$10.00 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 $10.00 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 October 31, 2021

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
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of t he not e s. We may redeem the notes, in whole but not in part, on any interest payment date beginning three years after
the date of issuance of the notes, upon not less than five business days' notice. In the event that we redeem the notes, you
will receive the principal amount of the notes and any accrued and unpaid interest to but excluding the date on which the notes
are redeemed. In this case, you will not have the opportunity to continue to accrue and be paid interest to the maturity date of
the notes.

M a rk e t int e re st ra t e s a t a pa rt ic ula r t im e w ill a ffe c t our de c ision t o re de e m t he not e s. It is more likely that
we will call the notes for mandatory redemption prior to their maturity date at a time when the interest rate on the notes is
greater than that which we would pay on a comparable debt security of Citigroup Inc. with a maturity comparable to the
remaining term of the notes. Consequently, if we redeem the notes prior to their maturity, you may not be able to invest in
other securities with a similar level of risk that yield as much interest as the notes.

T he st e p -up fe a t ure pre se nt s diffe re nt inve st m e nt c onside ra t ions t ha n c onve nt iona l 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 third year of the term of the notes, because the notes are more 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 third year 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 are less likely to redeem the
notes, and if we do not redeem the notes investors will be holding notes that bear interest at below-market rates.

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.

T he inc lusion of unde rw rit ing fe e s a nd proje c t e d profit from he dging in t he issue pric e is lik e ly t o
a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no changes in market conditions or other relevant factors, the
price, if any, at which CGMI may be willing to purchase the notes in secondary market transactions will likely be lower than the
issue price since the issue price of the notes includes, and secondary market prices are likely to exclude, underwriting fees
paid with respect to the notes, as well as the cost of hedging our obligations under the notes. The cost of hedging includes the
projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging
transactions. The secondary market prices for the notes are also likely to be reduced by the costs of unwinding the related
hedging transactions. Our affiliates may realize a profit from the expected hedging activity even if the value of the notes
declines. In addition, any secondary market prices for the notes may differ from values determined by pricing models used by
CGMI, as a result of dealer discounts, mark-ups or other transaction costs.
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October 2016
PS-2
Citigroup Inc.
Callable Step-Up Coupon Notes Due October 31, 2021

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.

Additional Information
Under Title I of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), Citigroup Inc.
("Citigroup") has developed a "single point of entry" resolution strategy and plan under the U.S. Bankruptcy Code (the "Resolution
Plan"). Under Citi's Resolution Plan, only Citigroup, the parent bank holding company, would enter into bankruptcy, while Citigroup's
key operating subsidiaries would remain operational and outside of any resolution or insolvency proceedings. Citigroup believes its
Resolution Plan has been designed to minimize the risk of systemic impact to the U.S. and global financial systems, while
maximizing the value of the bankruptcy estate for the benefit of Citigroup's creditors. In addition, in line with the Federal Reserve
Board's total loss-absorbing capacity (TLAC) proposal, Citigroup believes it has developed the Resolution Plan so that Citigroup's
shareholders and unsecured creditors including holders of the notes being offered by this pricing supplement bear any losses
resulting from Citigroup's bankruptcy. For additional information on the Federal Reserve Board's TLAC proposal, see "Risk Factors
Liquidity Risks" and "Managing Global Risk Liquidity Risk" in Citigroup's 2015 Annual Report on Form 10-K.

In response to feedback received from the Federal Reserve Board and FDIC (together, the "Agencies") on Citi's 2015 Resolution
Plan, Citi currently expects to take the following actions in connection with its 2017 Resolution Plan submission (to be submitted by
July 1, 2017):

(i)
Citicorp, an existing wholly-owned subsidiary of Citigroup and current parent company of Citibank, N.A., would be
established as an intermediate holding company (an "IHC") for some or all of Citigroup's key operating subsidiaries;

(ii)
subject to final approval of the Board of Directors of Citigroup, Citigroup would execute an inter-affiliate agreement with
Citicorp, Citigroup's key operating subsidiaries and certain other affiliated entities pursuant to which Citicorp would be
required to provide liquidity and capital support to Citigroup's key operating subsidiaries in the event Citigroup were to
enter bankruptcy proceedings (the "Citi Support Agreement");

(iii)
pursuant to the Citi Support Agreement:

·
upon execution, Citigroup would make an initial contribution of assets, including certain high-quality liquid assets
and inter-affiliate loans (the "Contributable Assets"), to Citicorp, and Citicorp would then become the business as
usual funding vehicle for certain of Citigroup's key operating subsidiaries;

·
Citigroup would be obligated to continue to transfer Contributable Assets to Citicorp over time, subject to certain
amounts retained by Citigroup to, among other things, meet Citigroup's near-term cash needs;

·
in the event of a Citigroup bankruptcy, Citigroup would be required to contribute most of its remaining assets to
Citicorp; and

(iv)
the obligations of both Citigroup and Citicorp under the Citi Support Agreement, as well as the Contributable Assets,
would be secured pursuant to a security agreement.

Citigroup also expects that the Citi Support Agreement will provide two mechanisms, besides Citicorp's issuing of dividends to
Citigroup, pursuant to which Citicorp would be required to transfer cash to Citigroup during business as usual so that Citigroup can
fund its debt service including payments due on the notes being offered by this pricing supplement as well as other operating
needs: (i) one or more funding notes issued by Citicorp to Citigroup; and (ii) a committed line of credit under which Citicorp may
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make loans to Citigroup.

In addition to Citigroup's required Resolution Plan under Title I of the Dodd-Frank Act, Title II of the Dodd-Frank Act grants the
FDIC the authority, under certain circumstances, to resolve systemically important financial institutions, including Citigroup. This
resolution authority is commonly referred to as the FDIC's "orderly liquidation authority." Under the FDIC's stated preferred "single
point of entry" strategy for such resolution, the bank holding company (Citigroup) would be placed in receivership; the unsecured
long-term debt and shareholders of the parent holding company would bear any losses; and the operating subsidiaries would be
recapitalized. Any of the notes being offered by this pricing supplement may be fully subordinated to interests held by the U.S.
government in the event of a receivership, insolvency, liquidation or similar proceeding with respect to Citigroup, including a
proceeding under the "orderly liquidity authority" provisions of the Dodd-Frank Act.

October 2016
PS-3
Citigroup Inc.
Callable Step-Up Coupon Notes Due October 31, 2021

Ge ne ra l I nform a t ion

T e m pora ry a djust m e nt
For a period of approximately four months following issuance of the notes, the price, if any, at
pe riod:
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 four-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, we will be deemed to
redeem the notes prior to any increase in the notes' interest rate, and the notes will be deemed
to be reissued if, contrary to that assumption, we do not exercise our redemption right. 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
an 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
The net proceeds received from the sale of the notes will be used for general corporate
he dging:
purposes and, in part, in connection with hedging our obligations under the notes through one or
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more of our 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
c onside ra t ions:
supplement 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
CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as
c onc e ssions:
principal and will receive an underwriting fee of $10.00 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 $10.00 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

October 2016
PS-4
Citigroup Inc.
Callable Step-Up Coupon Notes Due October 31, 2021

selected dealers not affiliated with CGMI a selling concession of $10.00 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 hedging activity related to
this offering, even if the value of the notes declines. You should refer to "Risk Factors" above
and the section "Use of Proceeds and Hedging" in the accompanying prospectus.
Supple m e nt a l inform a t ion The terms and conditions set forth in the Global Selling Agency Agreement dated November 13,
re ga rding pla n of
2013 among Citigroup Inc. and the agents named therein, including CGMI, govern the sale and
dist ribut ion; c onflic t s of
purchase of the notes.
int e re st :

The notes will not be listed on any securities exchange.

In order to hedge its obligations under the notes, Citigroup Inc. has entered into one or more
swaps or other derivatives transactions with one or more of its affiliates. You should refer to the
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.

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.
Pa ying a ge nt :
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security
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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 interest rate in effect during the applicable interest period divided by (ii) 4.

Certain Selling Restrictions
Hong Kong Special Administrative Region

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

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

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

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

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

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

October 2016
PS-5
Citigroup Inc.
Callable Step-Up Coupon Notes Due October 31, 2021

Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits and are not
covered by the Hong Kong Deposit Protection Scheme.

Singapore

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

https://www.sec.gov/Archives/edgar/data/831001/000095010316017419/dp69823_424b2-1393.htm[10/31/2016 10:10:56 AM]

(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the
sole business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or

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

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

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

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

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

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

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

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

Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits. These notes
are not insured products subject to the provisions of the Deposit Insurance and Policy Owners' Protection Schemes Act 2011 of
Singapore and are not eligible for deposit insurance coverage under the Deposit Insurance Scheme.

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
Barbara Politi, 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 August 3, 2016, which has been filed as an exhibit to a Current Report
on Form 8-K filed by Citigroup Inc. on August 3, 2016, 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.

October 2016
PS-6
Citigroup Inc.
Callable Step-Up Coupon Notes Due October 31, 2021
https://www.sec.gov/Archives/edgar/data/831001/000095010316017419/dp69823_424b2-1393.htm[10/31/2016 10:10:56 AM]

In the opinion of Barbara Politi, 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.

Barbara Politi, or other internal attorneys with whom she has consulted, has examined and is familiar with originals, or copies
certified or otherwise identified to her satisfaction, of such corporate records of Citigroup Inc., certificates or documents as she has
deemed appropriate as a basis for the opinions expressed above. In such examination, she 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 her or such persons as originals, the conformity to original documents of all documents submitted to her or
such persons as certified or photostatic copies and the authenticity of the originals of such copies.

© 2016 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.

October 2016
PS-7
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Document Outline

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