Obligation Citigroup 0% ( US17298CF295 ) en USD

Citigroup

100 % ▼

Etas-Unis

US17298CF295 ( en USD )

28/10/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup US17298CF295 en USD 0%, échue

1 000 USD

5 500 000 USD

17298CF29

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

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 US17298CF295, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/10/2023

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US17298CF295, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US17298CF295, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp69753_424b2-1394.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
$5,500,000
$637.45

(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 $248,719.86 remains of the fees previously paid on January 8, 2016. The filing fee for this issuance of
$637.45 is offset against that amount, such that $248,082.41 remains available for future registration fees.

Citigroup Inc.
Oc t obe r 2 5 , 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 8
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
Non-Callable Fixed to Floating Rate Notes Due October 28, 2023
·
The notes will pay interest at a fixed rate of 2.00% per annum for the first two years after issuance. After the first two years,
the notes will pay interest at a floating rate that will be reset quarterly and will equal 3-month U.S. dollar LIBOR plus the
spread specified below, subject to a minimum interest rate of 0%. After the first two years, interest payments on the notes will
vary and may be paid at a rate as low as 0% per annum.
·
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.
KEY TERMS
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
$5,500,000
a m ount :
Pric ing da t e :
October 25, 2016
Origina l issue da t e :
October 28, 2016
M a t urit y da t e :
October 28, 2023. 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 :
From and including the original issue date to but excluding October 28, 2018: 2.00%
From and including October 28, 2018 to but excluding the maturity date: a floating rate equal
to 3-month U.S. dollar LIBOR determined on the second London business day prior to the
first day of the applicable interest period plus a spread of 1.00% per annum, subject to a
minimum interest rate of 0.00% per annum for any interest period
I nt e re st pe riod:
Each three-month period from and including an interest payment date (or the original issue
date, in the case of the first interest period) to but excluding the next interest payment date
I nt e re st pa ym e nt da t e s:
Interest on the notes is payable quarterly on the 28th day of each January, April, July and
October, beginning on January 28, 2017 and ending on the maturity date. If any interest
payment date is not a business day, then the payment required to be made on that interest
payment date will be made on the next succeeding business day with the same force and
effect as if it had been made on that interest payment date. No additional interest will accrue
as a result of delayed payment.
Da y c ount c onve nt ion:
30/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
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:
17298CF29
https://www.sec.gov/Archives/edgar/data/831001/000095010316017358/dp69753_424b2-1394.htm[10/28/2016 9:04:51 AM]

I SI N :
US17298CF295
List ing:
The notes will not be listed on any securities exchange and, accordingly, may have limited or
no liquidity. You should not invest in the notes unless you are willing to hold them to maturity.
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal. 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:
$5,500,000.00
$55,000.00
$5,445,000.00
(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 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 $10.00 for each $1,000 note sold in this offering (or up to $5.00 for each note sold to fee-based advisory
accounts). Selected dealers not affiliated with CGMI will receive a selling concession of $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. See "General
Information--Fees and selling concessions" in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates
may profit from hedging activity related to this offering, even if the value of the notes declines. See "Use of Proceeds and Hedging"
in the accompanying prospectus.
I nve st ing in t he not e s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l fix e d
ra t e de bt se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge PS-2 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he not e s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying prospe c t us
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l
offe nse .
You should read this pricing supplement together with the accompanying prospectus supplement and prospectus, each of
which can be accessed via the hyperlink below.
Prospe c t us a nd Prospe c t us Supple m e nt 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.
Non-Callable Fixed to Floating Rate Notes Due October 28, 2023

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 accompanying prospectus supplement and in the documents incorporated by reference
in the accompanying prospectus, including Citigroup Inc.'s 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 a m ount of int e re st pa ya ble on t he not e s w ill va ry. The notes differ from conventional fixed-rate debt securities
in that the interest payable on the notes will vary after the first two years of the term of the notes based on the level of 3-
month U.S. dollar LIBOR and may be as low as 0.00%. The per annum interest rate that is determined on the relevant interest
determination date will apply to the entire interest period following that interest determination date, even if 3-month U.S. dollar
LIBOR increases during that interest period, but is applicable only to that quarterly interest period; interest payments for any
other quarterly interest period will vary.

T he yie ld on t he not e s m a y be low e r t ha n t he yie ld on a c onve nt iona l fix e d -ra t e de bt se c urit y of ours of
c om pa ra ble m a t urit y. During the first two years of the term of the notes, the notes will bear interest at a per annum rate of
2.00%. After the first two years of the term of the notes, the interest rate applicable to the notes will vary based on the level of
3-month U.S. dollar LIBOR, and may be as low as 0.00% on each interest payment date. As a result, the effective yield on
your notes may be less than that which would be payable on a conventional fixed-rate, non-callable debt security of ours of
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comparable maturity.

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. If you
are able to sell your notes in the secondary market prior to maturity, 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 will include, 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: the level and volatility of 3-month U.S. dollar LIBOR, interest rates in the
market, the time remaining to maturity of the notes, hedging activities by our affiliates, fees and projected hedging fees and
profits 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, and sale of the notes prior to
maturity may result in a loss.

October 2016
PS-2
Citigroup Inc.
Non-Callable Fixed to Floating Rate Notes Due October 28, 2023

T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of t he issue r, w ill m a k e de t e rm ina t ions w it h re spe c t t o t he
not e s. Citibank, N.A., the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citibank, N.A. will
determine, among other things, the level of 3-month U.S. dollar LIBOR and will calculate the interest payable to you on each
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interest payment date. Any of these determinations or calculations made by Citibank, N.A. in its capacity as calculation agent,
including with respect to the calculation of the level of 3-month U.S. dollar LIBOR in the event of the unavailability of the level
of 3-month U.S. dollar LIBOR, may adversely affect the amount of one or more interest payments to you.

H e dging a nd t ra ding a c t ivit y by Cit igroup I nc . c ould re sult in a c onflic t of int e re st . One or more of our
affiliates have entered into hedging transactions. This hedging activity involves trading in instruments, such as options, swaps
or futures, based upon 3-month U.S. dollar LIBOR. This hedging activity may present a conflict between your interest in the
notes and the interests our affiliates have in executing, maintaining and adjusting their hedge transactions because it could
affect the price at which our affiliate CGMI may be willing to purchase your notes in the secondary market. Because hedging
our obligations under the notes involves risk and may be influenced by a number of factors, it is possible that our affiliates may
profit from the expected hedging activity, even if the value of the notes declines.

T he hist oric a l pe rform a nc e of 3 -m ont h U .S. dolla r LI BOR is not a n indic a t ion of it s fut ure pe rform a nc e .
The historical performance of 3-month U.S. dollar LIBOR, which is included in this pricing supplement, should not be taken as
an indication of the future performance of 3-month U.S. dollar LIBOR during the term of the notes. Changes in the level of 3-
month U.S. dollar LIBOR will affect the value of the notes, but it is impossible to predict whether the level of 3-month U.S.
dollar LIBOR will rise or fall.

3 -m ont h U .S. dolla r LI BOR a nd t he m a nne r in w hic h it is c a lc ula t e d m a y c ha nge in t he fut ure . The method
by which 3-month U.S. dollar LIBOR is calculated may change in the future, as a result of governmental actions, actions by the
publisher of 3-month U.S. dollar LIBOR or otherwise. We cannot predict whether the method by which 3-month U.S. dollar
LIBOR is calculated will change or what the impact of any such change might be. Any such change could affect the level of 3-
month U.S. dollar LIBOR in a way that has a significant adverse effect on the notes.

Y ou w ill ha ve no right s a ga inst t he publishe r of 3 -m ont h U .S. dolla r LI BOR. You will have no rights against the
publisher of 3-month U.S. dollar LIBOR even though the amount you receive on each interest payment date after the first two
years of the term of the notes will depend upon the level of 3-month U.S. dollar LIBOR. The publisher of 3-month U.S. dollar
LIBOR is not in any way involved in this offering and has no obligations relating to the notes or the holders of the notes.

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;

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·
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

October 2016
PS-3
Citigroup Inc.
Non-Callable Fixed to Floating Rate Notes Due October 28, 2023

(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
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.

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
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes should be treated as
c onside ra t ions:
"variable rate debt instruments" that provide for a single fixed rate followed by a qualified floating
rate ("QFR") for U.S. federal income tax purposes.

Under the Treasury Regulations applicable to variable rate debt instruments, in order to
determine the amount of qualified stated interest ("QSI") and original issue discount ("OID") in
respect of the notes, an equivalent fixed rate debt instrument must be constructed. The
equivalent fixed rate debt instrument is constructed in the following manner: (i) first, the initial
fixed rate is converted to a QFR that would preserve the fair market value of the notes, and (ii)
second, each QFR (including the QFR determined under (i) above) is converted to a fixed rate
substitute (which will generally be the value of that QFR as of the issue date of the notes). The
rules described under "United States Federal Tax Considerations Tax Consequences to U.S.
Holders Original Issue Discount" in the accompanying prospectus supplement are then applied
to the equivalent fixed rate debt instrument for purposes of calculating the amount of OID on the
notes. Under these rules, the notes will generally be treated as providing for QSI at a rate equal
to the lowest rate of interest in effect at any time under the equivalent fixed rate debt instrument,
and any interest in excess of that rate will generally be treated as part of the stated redemption
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price at maturity and, therefore, as giving rise to OID. Based on the application of these rules to
the notes and current market conditions, the notes should be treated as issued without OID. The
remaining discussion is based on this treatment.

Stated interest on the notes will generally be taxable to a U.S. Holder (as defined in the
accompanying prospectus supplement) as ordinary interest income at the time it accrues or is
received in accordance with the U.S. Holder's method of tax accounting.

Upon the sale or other taxable disposition of a note, a U.S. Holder generally will recognize
capital gain or loss equal to the difference between the amount realized on the disposition (other
than any amount attributable to accrued interest, which will be treated as a payment of interest)
and the U.S. Holder's tax basis in the note. A U.S. Holder's tax basis in a note generally will
equal the cost of the note to the U.S. Holder. Such gain or loss generally will be long-term
capital gain or loss if the U.S. Holder has held the note for more than one year at the time of
disposition.
October 2016
PS-4
Citigroup Inc.
Non-Callable Fixed to Floating Rate Notes Due October 28, 2023

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

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 amounts treated as interest paid 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.

You should read the section entitled "United States Federal Tax Considerations" in the
accompanying prospectus supplement. The preceding discussion, when read in combination
with that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the
material U.S. federal tax consequences of owning and disposing of the notes.

You should also consult your tax adviser regarding all aspects of the U.S. federal tax
consequences of an investment in the notes and any tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction.
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 more of our affiliates.

Hedging activities related to the notes by one or more of our affiliates involves trading in one or
more instruments, such as options, swaps and/or futures, based on 3-month U.S. dollar LIBOR
and/or taking positions in any other available securities or instruments that we may wish to use
in connection with such hedging. It is possible that our affiliates 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
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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 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;
October 2016
PS-5
Citigroup Inc.
Non-Callable Fixed to Floating Rate Notes Due October 28, 2023

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
sections "Risk Factors--Hedging and trading activity by Citigroup Inc. could result in a conflict of
interest," and "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.
Ca lc ula t ion a ge nt :
Citibank, N.A., an affiliate of Citigroup Inc., will serve as calculation agent for the notes. All
determinations made by the calculation agent will be at the sole discretion of the calculation
agent and will, in the absence of manifest error, be conclusive for all purposes and binding on
Citigroup Inc. and the holders of the notes. Citibank, N.A. is obligated to carry out its duties and
functions as calculation agent in good faith and using its reasonable judgment.
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.

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.

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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.

Determination of 3-month U.S. Dollar LIBOR

3-month U.S. dollar LIBOR is a daily reference rate fixed in U.S. dollars based on the interest rates at which banks borrow funds
from each other for a term of three months, in marketable size, in the London interbank market. For any relevant date, 3-month
U.S. dollar LIBOR will equal the rate for 3-month U.S. dollar LIBOR appearing on Reuters page "LIBOR01" (or any successor page
as determined by the calculation agent) as of 11:00 am (London time) on that date.

If a rate for 3-month U.S. dollar LIBOR is not published on Reuters page "LIBOR01" (or any successor page as determined by the
calculation agent) on any day on which the rate for 3-month U.S. dollar LIBOR is required, then the calculation agent will request
the principal London office of each of five major reference banks in the London interbank market, selected by the calculation agent,
to provide such bank's offered quotation to prime banks in the London interbank market for deposits in U.S. dollars in an amount
that is representative of a single transaction in that market at that time (a "Representative Amount") and for a term of three months
as of 11:00 am (London time) on such day. If at least two such quotations are so provided, the rate for 3-month U.S. dollar LIBOR
will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, the calculation agent will request
each of three major banks in New York City to provide such bank's rate to leading European banks for loans in U.S. dollars in a
Representative Amount and for a term of three months as of approximately 11:00 am (New York City time) on such day. If at least
two such rates are so provided, the rate for 3-month U.S. dollar LIBOR will be the arithmetic mean of such rates. If fewer than two
such rates are so provided, then the rate for 3-month U.S. dollar LIBOR will be 3-month U.S. dollar LIBOR in effect as of 11:00
am (New York City time) on the immediately preceding London business day.

A "business day" means 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.

A "London business day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank
market.

October 2016
PS-6
Citigroup Inc.
Non-Callable Fixed to Floating Rate Notes Due October 28, 2023

Historical Information on 3-month U.S. Dollar LIBOR

3-month U.S. dollar LIBOR was 0.88567% on October 25, 2016.

The graph below shows the published daily rate for 3-month U.S. dollar LIBOR for each day it was available from January 2, 2006
to October 25, 2016. We obtained the values below from Bloomberg L.P., without independent verification. You should not take the
historical performance of 3-month U.S. dollar LIBOR as an indication of future performance.

H ist oric a l 3 -M ont h U .S. Dolla r LI BOR
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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 securities 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 securities 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.

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

October 2016
PS-7
Citigroup Inc.
Non-Callable Fixed to Floating Rate Notes Due October 28, 2023

Singapore

This pricing supplement and the accompanying prospectus supplement and prospectus have not been registered as a prospectus
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with the Monetary Authority of Singapore, and the securities will be offered pursuant to exemptions under the Securities and
Futures Act, Chapter 289 of Singapore (the "Securities and Futures Act"). Accordingly, the securities 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 securities 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 securities are subscribed or purchased under Section 275 of the Securities and Futures Act
by a relevant person which is:

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

The securities 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 securities are not insured by any governmental agency. These securities are not bank deposits. These
securities 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
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Document Outline

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