Obligation Citigroup 4% ( US1730T0V488 ) en USD

Citigroup

100 % ▲

Etas-Unis

US1730T0V488 ( en USD )

4% par an ( paiement semestriel )

30/07/2034

Prospectus brochure de l'obligation Citigroup US1730T0V488 en USD 4%, échéance 30/07/2034

1 000 USD

9 000 000 USD

1730T0V48

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

30/07/2025 ( Dans 118 jours )

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

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US1730T0V488, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/07/2034

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US1730T0V488, 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 US1730T0V488, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp48206_424b2-1469.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
$9,000,000
$1,159.20
(1)
Calculated in accordance with Rule 457(r) of the Securities Act.
(2)
Pursuant to Rule 457(p) under the Securities Act, the $2,413,028.82 remaining of 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 $1,159.20 is offset against the registration fee due for this offering and of which
$2,411,869.62 remains available for future registration fee offset. No additional registration fee has been paid with respect to this offering.

Citigroup Inc.

J uly 2 5 , 2 0 1 4
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 4 -
CM T N G0 1 9 0
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 9 2 3 0 2
h
Callable Step-Up Coupon Notes Due July 30, 2034
· We have the right to redeem the notes for mandatory redemption on any interest payment date on or after July 30, 2019. Unless
redeemed by us, from and including the original issue date to but excluding July 30, 2024, the notes will bear interest during each
quarterly interest period at a per annum rate equal to 4.00%. Unless redeemed by us, from and including July 30, 2024 to but
excluding the maturity date, the notes will bear interest during each quarterly interest period at a per annum rate equal to 4.25%.
· The notes are unsecured senior debt obligations of Citigroup Inc. All payments due on the notes are subject to the
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.
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 $9,000,000
a m ount :
Pric ing da t e :
July 25, 2014
Origina l issue da t e :
July 30, 2014
M a t urit y da t e :
July 30, 2034. 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 July 30, 2024, unless redeemed by us:
4.00%
From and including July 30, 2024 to but excluding the maturity date, unless redeemed by us: 4.25%
I nt e re st pe riod:
The three-month period from the original issue date to but excluding the immediately following
interest payment date, and each successive three-month period from and including an interest
payment date to but excluding the next interest payment date
I nt e re st pa ym e nt da t e s:
Quarterly on the 30th day of each January, April, July and October, commencing October 30, 2014
and ending on the maturity date, provided that if any such day is not a business day, the applicable
interest payment will be made on the next succeeding business day. No additional interest will
accrue on that succeeding business day. Interest will be payable to the persons in whose names
the notes are registered at the close of business on the business day preceding each interest
payment date, which we refer to as a 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.
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Re de m pt ion:
Beginning on July 30, 2019, we have the right to redeem the notes for mandatory redemption, in
whole and not in part, on any redemption date and pay to you 100% of the principal amount of the
notes plus accrued and unpaid interest to but excluding the date of such redemption. If we decide to
redeem the notes, we will give you notice at least five business days before the redemption date
specified in the notice.

So long as the notes are represented by global securities and are held on behalf of The Depository
Trust Company ("DTC"), redemption notices and other notices will be given by delivery to DTC. If
the notes are no longer represented by global securities and are not held on behalf of DTC,
redemption notices and other notices will be published in a leading daily newspaper in New York
City, which is expected to be The Wall Street Journal.
Re de m pt ion da t e s:
July 30, 2019 and each interest payment date thereafter
Survivor's opt ion:
The representative of a deceased beneficial owner of the notes will have the right to request early
repayment of the notes, subject to the terms and limitations described under "Repayment Upon
Death" 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:
1730T0V48
I SI N :
US1730T0V488
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
U nde rw rit ing fe e (1) (2)
Proc e e ds t o issue r (2)
pric e :
Pe r not e :
$1,000.00
$20.00
$980.00
T ot a l:
$9,000,000.00
$180,000.00
$8,820,000.00
(1) CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of up to $20.00 for
each note sold in this offering. The actual underwriting fee will be equal to the selling concession provided to selected dealers. Selected dealers not affiliated
with CGMI will receive a selling concession of up to $20.00 for each note they sell. Additionally, it is possible that CGMI and its affiliates may profit from
expected hedging activity related to this offering, even if the value of the notes declines. You should refer to "Risk Factors," "General Information--Fees and
selling concessions" and "General Information--Supplemental information regarding plan of distribution; conflicts of interest" in this pricing supplement for more
information.
(2) The per note proceeds to Citigroup Inc. indicated above represent the minimum per note proceeds to Citigroup Inc. for any note, assuming the maximum per
note underwriting fee of $20.00. As noted in footnote (1), the underwriting fee is variable. The total underwriting fee and proceeds to issuer shown above give
effect to the actual amount of this variable underwriting fee. You should refer to "Risk Factors," "General Information--Fees and selling concessions" and
"General Information--Supplemental information regarding plan of distribution; conflicts of interest" 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 July 30, 2034

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Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the notes. You should read the risk factors below
together with the risk factors included in the documents incorporated by reference in the accompanying prospectus, including our most
recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to our
business more generally. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection with
your investment in the notes.

T he not e s m a y be re de e m e d a t our opt ion, w hic h lim it s your a bilit y t o a c c rue int e re st ove r t he full t e rm of
t he not e s. We may redeem the notes, in whole and not in part, on any interest payment date beginning five 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 your investment in the notes and any accrued and unpaid interest to but excluding the date on which the
notes are redeemed. In this case, you 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 redeem the notes for mandatory redemption prior to their maturity date at a time when the interest rate on the notes is greater
than that which we would pay on a comparable debt security of Citigroup Inc. with a maturity comparable to the remaining term of
the notes. Consequently, if we redeem the notes prior to their maturity, you may not be able to invest in other securities with a
similar level of risk that yield as much interest as the notes.

T he st e p -up fe a t ure pre se nt s diffe re nt inve st m e nt c onside ra t ions t ha n fix e d -ra t e not e s. Unless general market
interest rates rise significantly, you should not expect to earn the higher stated interest rates, which are applicable only after the
first ten years of the term of the notes, because the notes are likely to be redeemed prior to maturity if general market interest
rates remain the same or fall during the term of the notes. When determining whether to invest in the notes, you should consider,
among other things, the overall annual percentage rate of interest to maturity or the various potential redemption dates as
compared to other equivalent investment alternatives rather than the higher stated interest rates or any potential interest payments
you may receive after the first ten years following the issuance of the notes. If general market interest rates increase beyond the
rates provided by the notes during the term of the notes, we will likely not redeem the notes, and investors will be holding notes
that bear interest at below-market rates.

An inve st m e nt in t he not e s m a y be m ore risk y t ha n a n inve st m e nt in not e s w it h a short e r t e rm . The notes
have a term of twenty years, subject to our right to redeem the notes for mandatory redemption beginning five years after the date
of issuance of the notes. By purchasing notes with a longer term, you will bear greater exposure to fluctuations in interest rates
than if you purchased a note with a shorter term. In particular, you may be negatively affected if interest rates begin to rise,
because the likelihood that we will redeem your notes will decrease and the interest rate on the notes may be less than the
amount of interest you could earn on other investments with a similar level of risk available at such time. In addition, if you tried to
sell your notes at such time, the value of your notes in any secondary market transaction would also be adversely affected.

T he not e s a re subje c t t o t he c re dit risk of Cit igroup I nc ., a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o it s
c re dit ra t ings or c re dit spre a ds m a y a dve rse ly a ffe c t t he va lue of t he not e s. You are subject to the credit risk of
Citigroup Inc. If Citigroup Inc. defaults on its obligations under the notes, your investment would be at risk and you could lose
some or all of your investment. As a result, the value of the notes will be affected by changes in the market's view of Citigroup
Inc.'s creditworthiness. Any decline, or anticipated decline, in Citigroup Inc.'s credit ratings or increase, or anticipated increase, in
the credit spreads charged by the market for taking Citigroup Inc. credit risk is likely to adversely affect the value of the notes.

T he not e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he not e s 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
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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.

July 2014
PS-2

Citigroup Inc.
Callable Step-Up Coupon Notes Due July 30, 2034

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.

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, CGMI's estimation of the value of the survivor's option to a hypothetical holder of 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.

T he survivor's opt ion is subje c t t o signific a nt lim it a t ions. The representative of a deceased beneficial owner of the
notes will have the right to request early repayment of the notes by us on the terms described in the section "Repayment Upon
Death" in this pricing supplement. That repayment right is subject to significant limitations, including the following: the notes must
have been beneficially owned by the deceased beneficial owner or his or her estate for at least one year prior to submission of
the request for repayment; the notes will be grouped with all other Survivor's Option Notes and subject to an aggregate annual
repayment limit, as more fully described under "Repayment Upon Death"; and we will not be obligated to repay more than
$250,000 in stated principal amount of the notes offered by this pricing supplement to the representative of any individual
deceased beneficial owner of the notes in any calendar year. Because of these limitations, your representative may not be able to
obtain repayment of any of the notes beneficially owned by you following your death, or may only be able to obtain repayment of a
portion of the notes owned by you, and any such repayment may be delayed for multiple years. See "Repayment Upon Death" in
this pricing supplement for additional information.

July 2014
PS-3

Citigroup Inc.
Callable Step-Up Coupon Notes Due July 30, 2034
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Ge ne ra l I nform a t ion
T e m pora ry a djust m e nt
For a period of approximately six months following issuance of the notes, the price, if any, at which
pe riod:
CGMI would be willing to buy the notes from investors, and the value that will be indicated for the
notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI
may also publish through one or more financial information vendors), will reflect a temporary upward
adjustment from the price or value that would otherwise be determined. This temporary upward
adjustment represents a portion of the hedging profit expected to be realized by CGMI or its
affiliates over the term of the notes. The amount of this temporary upward adjustment will decline
to zero on a straight-line basis over the six-month temporary adjustment period.
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.

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, as
amended) 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 purposes
he dging:
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 likely involve 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. It is
possible that our affiliates may profit from this hedging activity, even if the value of the notes
declines. Profit or loss from this hedging activity could affect the price at which Citigroup Inc.'s
affiliate, CGMI, may be willing to purchase your notes in the secondary market. For further
information on our use of proceeds and hedging, see "Use of Proceeds and Hedging" in the
accompanying prospectus.
ERI SA a nd I RA purc ha se
Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus supplement
c onside ra t ions:
for important information for investors that are ERISA or other benefit plans or whose underlying
assets include assets of such plans.
Fe e s a nd se lling
CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as principal
c onc e ssions:
and will receive an underwriting fee of up to $20.00 for each note sold in this offering. The actual
underwriting fee per note will be equal to the selling concession provided to selected dealers. CGMI
will pay selected dealers not affiliated with CGMI a selling concession of up to $20.00 for each
$1,000.00 note they sell.

Additionally, it is possible that CGMI and its affiliates may profit from expected hedging activity
related to this offering, even if the value of the notes declines. You should refer to "Risk Factors"
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 :

CGMI, acting as principal, has agreed to purchase from Citigroup Inc., and Citigroup Inc. has agreed
to sell to CGMI, $9,000,000 aggregate stated principal amount of the notes (9,000 notes) for a
minimum of $980.00 per note. CGMI proposes to offer the notes to selected dealers at $1,000.00
per note less a selling concession as described under "--Fees and selling concessions" above.

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

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July 2014
PS-4

Citigroup Inc.
Callable Step-Up Coupon Notes Due July 30, 2034

section "Use of Proceeds and Hedging" in the accompanying prospectus.

CGMI is an affiliate of Citigroup Inc. Accordingly, the offering of the notes will conform with the
requirements addressing conflicts of interest when distributing the securities of an affiliate set forth
in Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. Client
accounts over which Citigroup Inc., its subsidiaries or affiliates of its subsidiaries have investment
discretion are not permitted to purchase the notes, either directly or indirectly, without the prior
written consent of the client. See "Plan of Distribution; Conflicts of Interest" in the accompanying
prospectus supplement for more information.
Pa ying a ge nt :
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security
representing the notes as custodian for The Depository Trust Company ("DTC").
Cont a c t :
Clients may contact their local brokerage representative. Third party distributors may contact Citi
Structured Investment Sales at (212) 723-7005.

We encourage you to also read the accompanying prospectus supplement and prospectus, which can be accessed via the hyperlink
on the cover page of this pricing supplement.

Determination of Interest Payments

On each interest payment date, the amount of each interest payment will equal (i) the stated principal amount of the notes multiplied
by the interest rate in effect during the applicable interest period divided by (ii) 4.

Repayment Upon Death

The information in this section supersedes and replaces the information in the section "Description of the Notes--Repayment Upon
Death" in the accompanying prospectus supplement.

Following the death of any beneficial owner of the notes, Citigroup Inc. will repay any notes (or the applicable portion of any notes)
that are beneficially owned by the deceased beneficial owner and are validly tendered for repayment at a price equal to the stated
principal amount of the notes tendered plus accrued and unpaid interest to but excluding the date of repayment. To be validly
tendered, notes must be submitted for repayment in accordance with the requirements set forth below by a representative of the
deceased beneficial owner who has authority to act on behalf of the deceased beneficial owner under the laws of the appropriate
jurisdiction (including, without limitation, the personal representative, executor, surviving joint tenant or surviving tenant by the entirety
of the deceased beneficial owner). The right of the representative of a deceased beneficial owner to request repayment under this
section, which we refer to as the "survivor's option," is subject to the following important limitations:

·
The notes tendered for repayment must have been beneficially owned by the deceased beneficial owner or his or her estate
for at least one year prior to the submission of the request for repayment.

·
Citigroup Inc.'s repayment obligation with respect to all Survivor's Option Notes (including but not limited to the notes offered
by this pricing supplement) in any calendar year will be subject to an aggregate limit (the "Aggregate Annual Limit") equal to
the greater of (i) $2 million and (ii) 1% of the aggregate outstanding stated principal amount of all Survivor's Option Notes as
of the end of the most recent calendar year. The Aggregate Annual Limit applies to all Survivor's Option Notes as a
group. "Survivor's Option Notes" are notes issued by Citigroup Inc. on or after June 1, 2014 that are designated as Survivor's
Option Notes in the applicable pricing supplement. The notes offered by this pricing supplement are Survivor's Option Notes.

·
Citigroup Inc. will not be obligated to repay more than $250,000 in stated principal amount of the notes offered by this pricing
supplement to the representative of any individual deceased beneficial owner in any calendar year (the "$250,000 Individual
Annual Limit"). For the avoidance of doubt, the $250,000 Individual Annual Limit applies only to the notes offered by this
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pricing supplement. Any other Survivor's Option Notes owned by a deceased beneficial owner of the notes offered by this
pricing supplement would not count against the $250,000 Individual Annual Limit applicable to the notes offered by this pricing
supplement.

·
The stated principal amount of notes tendered for repayment must be $1,000 or an integral multiple of $1,000.

Notes that are validly tendered pursuant to this section will be accepted promptly in the order all such notes are tendered, except for
any notes the acceptance of which would contravene the limitations described above. The Aggregate Annual Limit and the $250,000
Individual Annual Limit will be applied to the notes (and, in the case of the Aggregate Annual Limit, all other Survivor's Option Notes)
in the order tendered, so that all validly tendered notes will be accepted for repayment in the order tendered until the relevant limit is
reached, and any additional or subsequently tendered notes will not be accepted for repayment in the current calendar year. Any
notes tendered for repayment that are not accepted in any calendar year due to the application of the Aggregate Annual Limit or the
$250,000 Individual Annual Limit will be deemed to be tendered in the following calendar year (and succeeding calendar years if any
notes

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continue not to be accepted in the following calendar year due to the application of these limits) in the order in which such notes were
originally tendered.

Be c a use of t he lim it s de sc ribe d a bove , your re pre se nt a t ive m a y not be a ble t o obt a in re pa ym e nt of a ny of t he
not e s be ne fic ia lly ow ne d by you follow ing your de a t h, or m a y only be a ble t o obt a in re pa ym e nt of a port ion of
t he not e s ow ne d by you, a nd a ny suc h re pa ym e nt m a y be de la ye d for m ult iple ye a rs. The following illustrate some
of the potential effects of these limitations:

·
If you have beneficially owned the notes for less than one year at the date of your death, your representative will not be
entitled to request repayment under this section until one year after the date you acquired your beneficial ownership.

·
All Survivor's Option Notes, including but not limited to the notes, are grouped together for purposes of applying the
Aggregate Annual Limit, which in any calendar year is equal to the greater of (i) $2 million and (ii) 1% of the aggregate
outstanding stated principal amount of all Survivor's Option Notes as of the end of the most recent calendar year. Because it
is not possible to predict the aggregate amount of Survivor's Option Notes that will be outstanding as of the end of any future
calendar year, you should assume that the Aggregate Annual Limit may be as low as $2 million. Repayment requests
submitted with respect to all Survivor's Option Notes, and not just the notes, will count against the Aggregate Annual
Limit. Even if no repayment requests are submitted with respect to any of the notes offered by this pricing supplement, the
Aggregate Annual Limit may be reached as a result of repayment requests submitted with respect to other Survivor's Option
Notes. If the Aggregate Annual Limit is reached in any calendar year prior to the time when your representative submits a
request for repayment of notes beneficially owned by you, your representative will not be able to obtain repayment of those
notes in that calendar year. If prior repayment requests significantly exceed the Aggregate Annual Limit, the excess of those
prior repayment requests may be carried forward for multiple years, so that it may be a long period of time before your
representative would be entitled to any repayment. Representatives who submit prior repayment requests will be entitled to
repayment in full before your representative would be entitled to any repayment.

·
Even if the Aggregate Annual Limit is not reached before your representative submits a repayment request, your
representative will be limited in each calendar year by the $250,000 Individual Annual Limit.

If any notes that are validly tendered for repayment pursuant to this section are not accepted, the paying agent will deliver to any
affected representative a notice that states the reasons the notes have not been accepted for repayment. The notice will be sent by
first-class mail to the broker or other entity through which the deceased beneficial owner's interests in the notes are held.

The death of a person holding a beneficial ownership interest in any notes as a joint tenant with right of survivorship or tenant by the
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entirety with another person, or as a tenant in common with the deceased beneficial owner's spouse, will be deemed the death of a
beneficial owner of those notes, and the entire stated principal amount of the notes so held, plus accrued and unpaid interest to but
excluding the date of repayment, will be subject to repayment pursuant to this section. However, the death of a person holding a
beneficial ownership interest in any notes as tenant in common with a person other than such deceased beneficial owner's spouse will
be deemed the death of a beneficial owner only with respect to such deceased beneficial owner's interest in the notes, and only a pro
rata portion of those notes corresponding to such deceased beneficial owner's interest will be subject to repayment pursuant to this
section.

The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in any notes
(including the right to sell, transfer or otherwise dispose of an interest in the notes, the right to receive the proceeds from the notes
and the right to receive principal and interest) will be deemed the death of the beneficial owner of those notes for purposes of this
section, regardless of whether that deceased beneficial owner was the registered holder of those notes, if entitlement to those interests
can be established to the satisfaction of Citigroup Inc. and the paying agent. Such beneficial ownership interest will be deemed to
exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act,
community property or other joint ownership arrangements between spouses. In addition, a beneficial ownership interest will be
deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interests in the applicable
notes during his or her lifetime.

Any notes accepted for repayment pursuant to this section will be repaid on the first June 15 or December 15 that occurs 35 or more
calendar days after the date of such acceptance (such date, a "repayment date"). If that date is not a business day, payment will be
made on the next succeeding business day. Any repayment request may be withdrawn by the representative presenting the request
upon delivery of a written request for withdrawal to the paying agent not less than 30 calendar days before the repayment date. If the
notes cease to be outstanding on or prior to the applicable repayment date, no repayment will be made pursuant to this section on
that repayment date.

Subject to the foregoing, in order for a right to repayment under this section to be validly exercised, the paying agent must receive:

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·
a written request for repayment signed by the representative, and the representative's signature must be guaranteed by a
member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a
commercial bank or trust company having an office or correspondent in the United States;

·
appropriate evidence satisfactory to Citigroup Inc. and the paying agent that (i) the representative has authority to act on
behalf of the deceased beneficial owner; (ii) the death of such beneficial owner has occurred; (iii) the deceased was the
beneficial owner of the notes at the time of death; and (iv) the deceased acquired his or her beneficial ownership interest in
the notes at least one year prior to the date of submission of the repayment request;

·
if the notes are held by a nominee of the deceased beneficial owner, a certificate satisfactory to Citigroup Inc. and the paying
agent from that nominee attesting to the beneficial ownership of the notes; and

·
any additional information Citigroup Inc. or the paying agent reasonably requires to evidence satisfaction of any conditions to
the exercise of the right of repayment under this section or to document beneficial ownership or authority to make the election
and to cause the repayment of the notes.

All questions as to the eligibility or validity of any exercise of the right to repayment under this section will be determined by Citigroup
Inc., in its sole discretion, and those determinations will be final and binding on all parties.

Because the notes will be issued in book-entry form and held of record by a nominee of The Depository Trust Company ("DTC"),
DTC's nominee will be the holder of the notes and therefore will be the only entity that can exercise the right to repayment of the
notes described in this section. To obtain repayment pursuant to this section, the representative of the deceased beneficial owner
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must provide to the broker or other entity through which the deceased beneficial owner holds an interest in the notes:

·
the documents required to be submitted to the paying agent as described above; and

·
instructions to the broker or other entity to notify DTC of the representative's desire to obtain repayment pursuant to this
section.

The broker or other entity must provide to the paying agent:

·
the documents received from the representative referred to in the first bullet point of the preceding paragraph; and

·
a certificate satisfactory to the paying agent from the broker or other entity stating that it represents the deceased beneficial
owner.

The applicable broker or other entity will be responsible for disbursing to the appropriate representative any payments it receives
pursuant to this section. We will not provide notice of redemption in the case of any repayment pursuant to this section.

Depending on market conditions, including changes in interest rates and our creditworthiness, it is possible that the value of the notes
in the secondary market at any time may be greater than their stated principal amount plus any accrued and unpaid
interest. Accordingly, prior to exercising the option to request repayment described in this section, the representative of the deceased
beneficial owner should contact the broker or other entity through which the notes are held to determine whether a sale of the notes in
the secondary market may result in greater proceeds than the stated principal amount plus accrued and unpaid interest pursuant to a
request for repayment under this section.

The representative of a deceased beneficial owner may obtain more information from Citibank, N.A., the paying agent for the notes, by
calling 1-800-422-2066 during normal business hours in New York City.

Additional Information

We reserve the right to withdraw, cancel or modify any offering of the notes and to reject orders in whole or in part prior to their
issuance.

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

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laws of the State of New York, except that such counsel expresses no opinion as to the application of state securities or Blue Sky
laws to the notes.

In giving this opinion, Davis Polk & Wardwell LLP has assumed the legal conclusions expressed in the opinion set forth below of
Michael J. Tarpley, Associate General CounselCapital Markets of Citigroup Inc. In addition, this opinion is subject to the assumptions
set forth in the letter of Davis Polk & Wardwell LLP dated November 13, 2013, which has been filed as an exhibit to a Current Report
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on Form 8-K filed by Citigroup Inc. on November 13, 2013, that the indenture has been duly authorized, executed and delivered by,
and is a valid, binding and enforceable agreement of the trustee and that none of the terms of the notes nor the issuance and delivery
of the notes, nor the compliance by Citigroup Inc. with the terms of the notes, will result in a violation of any provision of any
instrument or agreement then binding upon Citigroup Inc. or any restriction imposed by any court or governmental body having
jurisdiction over Citigroup Inc.

In the opinion of Michael J. Tarpley, Associate General CounselCapital Markets of Citigroup Inc., (i) the terms of the notes offered by
this pricing supplement have been duly established under the indenture and the Board of Directors (or a duly authorized committee
thereof) of Citigroup Inc. has duly authorized the issuance and sale of such notes and such authorization has not been modified or
rescinded; (ii) Citigroup Inc. is validly existing and in good standing under the laws of the State of Delaware; (iii) the indenture has
been duly authorized, executed, and delivered by Citigroup Inc.; and (iv) the execution and delivery of such indenture and of the notes
offered by this pricing supplement by Citigroup Inc., and the performance by Citigroup Inc. of its obligations thereunder, are within its
corporate powers and do not contravene its certificate of incorporation or bylaws or other constitutive documents. This opinion is given
as of the date of this pricing supplement and is limited to the General Corporation Law of the State of Delaware.

Michael J. Tarpley, or other internal attorneys with whom he has consulted, has examined and is familiar with originals, or copies
certified or otherwise identified to his satisfaction, of such corporate records of Citigroup Inc., certificates or documents as he has
deemed appropriate as a basis for the opinions expressed above. In such examination, he or such persons has assumed the legal
capacity of all natural persons, the genuineness of all signatures (other than those of officers of Citigroup Inc.), the authenticity of all
documents submitted to him or such persons as originals, the conformity to original documents of all documents submitted to him or
such persons as certified or photostatic copies and the authenticity of the originals of such copies.

© 2014 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.

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Document Outline

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