Obligation Citigroup 1.708% ( US1730T0X468 ) en USD

Citigroup

100 % ▲

Etas-Unis

US1730T0X468 ( en USD )

1.708% par an ( paiement semestriel )

29/09/2034

Prospectus brochure de l'obligation Citigroup US1730T0X468 en USD 1.708%, échéance 29/09/2034

1 000 USD

20 000 000 USD

1730T0X46

BBB+ ( Qualité moyenne inférieure )

29/09/2025 ( Dans 179 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 US1730T0X468, paye un coupon de 1.708% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/09/2034

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US1730T0X468, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US1730T0X468, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp49668_424b2-1724.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
$20,000,000
$2,576.00

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

(2) Pursuant to Rule 457(p) under the Securities Act, the $2,370,577.13 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 $2,576.00 is offset against the registration fee due for this offering and of which $2,368,001.13 remains available for
future registration fee offset. No additional registration fee has been paid with respect to this offering.

Se pt e m be r 2 4 , 2 0 1 4
Citigroup Inc.
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 2 2 1
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
Fixed to Floating Rate Notes Due September 29, 2034
Leveraged Callable CMS Curve Linked Notes

The notes offered by this pricing supplement are unsecured debt securities issued by Citigroup Inc. As further described below, the
notes will bear interest (i) in Year 1: at a rate of 10.00% per annum and (ii) in Years 2 to maturity: subject to our redemption right, at a
floating rate based on the modified CMS reference index, subject to the maximum interest rate specified below and the minimum
interest rate of 0.00% per annum. The CMS reference index is the 30-year constant maturity swap rate ("CMS30") minus the 2-year
constant maturity swap rate ("CMS2") and will be reset quarterly. The modified CMS reference index is the CMS reference index minus
0.25%. The notes offer an above-market fixed interest rate in the first year. Thereafter, however, interest payments on the notes will
vary based on fluctuations in the modified CMS reference index and may be as low as 0%.

We may call the notes for mandatory redemption on any interest payment date beginning one year after issuance.

Investors in the notes must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving
any amount due under the notes if we default on our obligations. All pa ym e nt s on t he not e s a re subje c t t o t he c re dit risk of
Cit igroup I nc .

K EY T ERM S

Aggre ga t e st a t e d princ ipa l
$20,000,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
September 24, 2014
I ssue da t e :
September 29, 2014
M a t urit y da t e :
Unless earlier called by us, September 29, 2034
Pa ym e nt a t m a t urit y:
At maturity, unless we have earlier called the notes, you will receive for each note you then hold
an amount in cash equal to $1,000 plus any accrued and unpaid interest
I nt e re st :

During each interest period from and including the issue date to but excluding

September 29, 2015, the notes will bear interest at a fixed rate of 10.00% per
annum

During each interest period commencing on or after September 29, 2015, the notes
will bear interest at a floating rate equal to 4 times the modified CMS reference

index, as determined on the CMS reference determination date for that interest
period, subject to a maximum interest rate of 10.00% per annum and a minimum
interest rate of 0.00% per annum

Aft e r t he first ye a r of t he t e rm of t he not e s, int e re st pa ym e nt s w ill va ry ba se d
on fluc t ua t ions in t he m odifie d CM S re fe re nc e inde x . Aft e r t he first ye a r, t he
notes may pay a below -market rate or no interest at all for an extended period
of t im e , or e ve n t hroughout t he e nt ire re m a ining t e rm .
CM S re fe re nc e inde x :
On any CMS reference determination date, CMS30 minus CMS2, each as determined on that
CMS reference determination date
M odifie d CM S re fe re nc e inde x :
The CMS reference index minus 0.25%
CM S re fe re nc e de t e rm ina t ion
For any interest period commencing on or after September 29, 2015, the second U.S. government

da t e :
securities business day prior to the first day of that interest period
I nt e re st pe riod:
Each three-month period from and including an interest payment date (or the 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:
The 29th day of each March, June, September and December, beginning on December 29, 2014
and ending on the maturity date or, if applicable, the date when the notes are redeemed
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Da y c ount c onve nt ion:
During each interest period, interest will be calculated on the basis of a 360-day year consisting
of twelve 30-day months. The amount of each interest payment, if any, 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
Ca ll right :
We may call the notes, in whole and not in part, for mandatory redemption on any interest
payment date beginning on September 29, 2015, upon not less than five business days'
notice. Following an exercise of our call right, you will receive for each note you then hold an
amount in cash equal to $1,000 plus any accrued and unpaid interest.
List ing:
The notes will not be listed on any securities exchange
CU SI P / I SI N :
1730T0X46 / US1730T0X468
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd issue

I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r (2)
pric e :
Pe r not e :
$1,000
$35
$965
T ot a l:
$20,000,000
$700,000
$19,300,000
(1) On the date of this pricing supplement, the estimated value of the notes is $890.00 per note, which is less than the issue price. The estimated value of the notes is
based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication
of the price, if any, at which CGMI or any other person may be willing to buy the notes from you at any time after issuance. See "Valuation of the Notes" in this pricing
supplement.
(2) CGMI will receive an underwriting fee of up to $35 for each $1,000 note sold in this offering. Certain selected dealers, including Morgan Stanley & Co. LLC, and
their financial advisors will collectively receive from CGMI a selling concession of up to $35 for each $1,000 note they sell.The per note proceeds to issuer above
represents the minimum per note proceeds to issuer, assuming the maximum per note underwriting fee. The total underwriting fee and proceeds to issuer shown above
gives effect to the actual amount of this variable underwriting fee. For more information on the distribution of the notes, see "Supplemental Plan of Distribution" in this
pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from expected 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 de bt
se c urit ie s. Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS -3 .

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission 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 produc t supple m e nt ,
prospe c t us supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l
offe nse . Y ou should re a d t his pric ing supple m e nt t oge t he r w it h t he a c c om pa nying produc t supple m e nt , prospe c t us
supple m e nt a nd prospe c t us , w hic h c a n be a c c e sse d via t he follow ing hype rlink s:
Produc t Supple m e nt I E -0 7 -0 1 da t e d August 4 , 2 0 1 4 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 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.
Fixed to Floating Rate Notes Due September 29, 2034
Leveraged Callable CMS Curve Linked Notes

Additional Information

The terms of the notes are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented by
this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that
are not repeated in this pricing supplement. For example, for complete information about the manner in which interest payments on the
notes will be calculated and paid, you should read the section "Description of the Notes" in the accompanying product supplement together
with the information in this pricing supplement. It is important that you read the accompanying product supplement, prospectus supplement
and prospectus together with this pricing supplement in connection with your investment in the notes. Certain terms used but not defined in
this pricing supplement are defined in the accompanying product supplement.

Hypothetical Examples

The table below presents examples of hypothetical quarterly interest payments after the first year of the term of the notes based on various
hypothetical CMS reference index values. The figures below have been rounded for ease of analysis. The table and the following examples
of hypothetical interest payment calculations are based on the following terms:
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¦
Stated principal amount: $1,000

¦
Maximum interest rate: 10.00% per annum

As illustrated below, if CMS30 is less than or equal to CMS2 plus 0.25% on the applicable CMS reference determination date, the floating
interest rate will be the minimum interest rate of 0.00% per annum and no interest will accrue on the notes for the related interest period. If,
on the other hand, the CMS reference index is greater than 2.75% (taking into account that the modified CMS reference index will be
multiplied by 4 on the applicable CMS reference determination date), the floating rate of interest for the related interest period will be limited
to the maximum interest rate of 10.00% per annum and you will not receive any interest in excess of that maximum per annum rate.

The examples are for purposes of illustration only and would provide different results if different assumptions were made. The actual interest
payments after the first year of the term of the notes will depend on the actual value of the modified CMS reference index on each CMS
reference determination date. The applicable interest rate for each quarterly interest payment period will be determined on a per annum
basis but will apply only to that interest period.

H ypot he t ic a l CM S
H ypot he t ic a l I nt e re st Ra t e pe r
H ypot he t ic a l Qua rt e rly I nt e re st
Re fe re nc e I nde x (1)
Annum (2)
Pa ym e nt pe r N ot e (3)
-1.000%
0.00%
$0.00
-0.800%
0.00%
$0.00
-0.600%
0.00%
$0.00
-0.400%
0.00%
$0.00
-0.200%
0.00%
$0.00
0.000%
0.00%
$0.00
0.200%
0.00%
$0.00
0.250%
0.00%
$0.00
0.400%
0.60%
$1.50
0.600%
1.40%
$3.50
0.800%
2.20%
$5.50
1.000%
3.00%
$7.50
1.200%
3.80%
$9.50
1.400%
4.60%
$11.50
1.600%
5.40%
$13.50
1.800%
6.20%
$15.50
2.000%
7.00%
$17.50
2.200%
7.80%
$19.50
2.400%
8.60%
$21.50
2.600%
9.40%
$23.50
2.750%
10.00%
$25.00
2.800%
10.00%
$25.00
3.000%
10.00%
$25.00
_______________________________
(1) Hypothetical CMS reference index = (CMS30 CMS2), where CMS30 and CMS2 are determined on the second U.S. government
securities business day prior to the beginning of the applicable quarterly interest payment period.
(2) Hypothetical interest rate per annum for the quarterly interest payment period = 4 × (CMS reference index 0.25%), subject to the
maximum interest rate and the minimum interest rate.
(3) Hypothetical quarterly interest payment per note = (i) the hypothetical interest rate per annum multiplied by (ii) $1,000, divided by 4.

September 2014
PS-2

Citigroup Inc.
Fixed to Floating Rate Notes Due September 29, 2034
Leveraged Callable CMS Curve Linked Notes

Summary Risk Factors

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

The following is a summary of certain key risk factors for investors in the notes. You should read this summary together with the more
detailed description of risks relating to an investment in the notes contained in the section "Risk Factors Relating to the Notes" beginning on
page IE-6 in the accompanying product supplement. You should also carefully read the risk factors included in the documents incorporated
by reference in the accompanying prospectus, including our most recent Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q, which describe risks relating to our business more generally.

Aft e r t he first ye a r, t he not e s w ill pa y int e re st a t a floa t ing ra t e t ha t m a y be a s low a s 0 % on one or m ore
int e re st pa ym e nt da t e s. The floating interest payments on the notes will vary based on fluctuations in the modified CMS reference
index. If the modified CMS reference index narrows, interest payments on the notes will be reduced, and if the modified CMS reference
index is 0% for any interest period, the notes will pay no interest at all for that interest period. The CMS reference index is influenced
by many complex economic factors and is impossible to predict. After the first year, it is possible that the notes will pay a below-market
rate or no interest at all for an extended period of time, or even throughout the entire remaining term of the notes. Although the notes
provide for the repayment of the stated principal amount at maturity, you may nevertheless suffer a loss on your investment in the
notes, in real value terms, if you receive below-market or no interest payments after the first year of the term of the notes.

T he not e s m a y pa y be low -m a rk e t or no int e re st if short -t e rm int e re st ra t e s rise . Although there is no single factor that
determines the spread between two constant maturity swap rates, the spread has historically tended to fall when short-term interest
rates rise. Short-term interest rates have historically been highly sensitive to the monetary policy of the Federal Reserve
Board. Accordingly, one significant risk assumed by investors in the notes is that the Federal Reserve Board may pursue a policy of
raising short-term interest rates, which, if historical patterns hold, would lead to a decrease in the CMS reference index. In that event,
the floating rate payable on the notes may decline significantly, possibly to 0%. It is important to understand, however, that short-term
interest rates are affected by many factors and may increase even in the absence of a Federal Reserve Board policy to increase short-
term interest rates. Furthermore, it is important to understand that the CMS reference index may decrease even in the absence of an
increase in short-term interest rates because it, too, is influenced by many complex factors. See "About Constant Maturity Swap Rates"
in the accompanying product supplement.

T he floa t ing int e re st ra t e on t he not e s m a y be low e r t ha n ot he r m a rk e t int e re st ra t e s. The floating interest rate on
the notes will not necessarily move in line with general U.S. market interest rates or even CMS rates and, in fact, may move inversely
with general U.S. market interest rates, as described in the preceding risk factor. For example, if there is a general increase in CMS
rates but shorter-term rates rise more than longer-term rates, the CMS reference index will decrease, as will the floating rate payable on
the notes. Accordingly, the notes are not appropriate for investors who seek floating interest payments based on general market interest
rates.

T he int e re st ra t e on t he not e s is subje c t t o a c a p. As a result, the notes may pay interest at a lower rate than an alternative
instrument that is not so capped.

T he CM S re fe re nc e inde x a pplic a ble t o a ny int e re st pe riod w ill be re duc e d by 0 .2 5 % . When determining the floating
interest rate payable after the first year, 0.25% will be deducted from the level of the CMS reference index on the relevant CMS
reference determination date to determine the modified CMS reference index. Because the modified CMS reference index is multiplied
by 4 in order to determine the floating interest rate (subject to the maximum interest rate), the 0.25% deduction from the CMS reference
index reduces the floating interest rate by a full 1.00%. As a result, the interest payable on your notes will be less than that which
would be payable without the 0.25% deduction.

T he not e s m a y be c a lle d for m a nda t ory re de m pt ion a t our opt ion be ginning one ye a r a ft e r issua nc e , w hic h w ill
lim it your pot e nt ia l t o be ne fit from fa vora ble CM S re fe re nc e inde x pe rform a nc e . If we call the notes, we will do so at a
time that is advantageous to us and without regard to your interests. We are more likely to call the notes at a time when the CMS
reference index is performing favorably from your perspective and we expect it to continue to do so. Accordingly, our call right may limit
your potential to receive above-market interest payments. Conversely, when the CMS reference index is performing unfavorably from
your perspective or when we expect it to do so in the future, we are less likely to call the notes, so that you may continue to hold notes
paying below-market or no interest for an extended period of time. If we call the notes, you may have to reinvest the proceeds in a
lower interest rate environment.

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

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 until the date

September 2014
PS-3

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Citigroup Inc.
Fixed to Floating Rate Notes Due September 29, 2034
Leveraged Callable CMS Curve Linked Notes

when the notes are redeemed. The value of the notes may fluctuate, and if you sell your notes in the secondary market prior to maturity
or the date when the notes are redeemed, you may receive less than your initial investment.

T he not e s a re risk ie r t ha n not e s w it h a short e r t e rm . The notes are relatively long-dated, subject to our call right. Because
the notes are relatively long-dated, many of the risks of the notes are heightened as compared to notes with a shorter term, because
you will be subject to those risks for a longer period of time. In addition, the value of a longer-dated note is typically less than the
value of an otherwise comparable note with a shorter term.

T he not e s w ill not be list e d on a 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.

T he diffe re nc e be t w e e n CM S3 0 a nd CM S2 m a y not be a s gre a t a s t he diffe re nc e be t w e e n CM S3 0 a nd a CM S
ra t e w it h a short e r m a t urit y. The floating interest payments on the notes may be less than they would be if the notes were linked
to the spread between CMS30 and a CMS rate with a shorter maturity than 2 years.

T he e st im a t e d va lue of t he not e s on t he pric ing da t e , ba se d on CGM I 's proprie t a ry pric ing m ode ls a nd our
int e rna l funding ra t e , is le ss t ha n t he issue pric e . The difference is attributable to certain costs associated with selling,
structuring and hedging the notes that are included in the issue price. These costs include (i) the selling concessions paid in connection
with the offering of the notes, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the notes
and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging
our obligations under the notes. These costs adversely affect the economic terms of the notes because, if they were lower, the
economic terms of the notes would be more favorable to you. The economic terms of the notes are also likely to be adversely affected
by the use of our internal funding rate, rather than our secondary market rate, to price the notes. See "The estimated value of the notes
would be lower if it were calculated based on our secondary market rate" below.

T he e st im a t e d va lue of t he not e s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing m ode ls. CGMI
derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it
may have made discretionary judgments about the inputs to its models, such as the volatility of the CMS reference index and interest
rates. CGMI's views on these inputs and assumptions may differ from your or others' views, and as an underwriter in this offering,
CGMI's interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore not an
accurate reflection of the value of the notes. Moreover, the estimated value of the notes set forth on the cover page of this pricing
supplement may differ from the value that we or our affiliates may determine for the notes for other purposes, including for accounting
purposes. You should not invest in the notes because of the estimated value of the notes. Instead, you should be willing to hold the
notes to maturity irrespective of the initial estimated value.

T he e st im a t e d va lue of t he not e s w ould be low e r if it w e re c a lc ula t e d ba se d on our se c onda ry m a rk e t ra t e . The
estimated value of the notes included in this pricing supplement is calculated based on our internal funding rate, which is the rate at
which we are willing to borrow funds through the issuance of the notes. Our internal funding rate is generally lower than the market rate
implied by traded instruments referencing our debt obligations in the secondary market for those debt obligations, which we refer to as
our secondary market rate. If the estimated value included in this pricing supplement were based on our secondary market rate, rather
than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs
associated with the notes, which are generally higher than the costs associated with conventional debt securities, and our liquidity
needs and preferences. Our internal funding rate is not the same as the interest that is payable on the notes.

T he e st im a t e d va lue of t he not e s is not a n indic a t ion of t he pric e , if a ny, a t w hic h CGM I or a ny ot he r pe rson
m a y be w illing t o buy t he not e s from you in t he se c onda ry m a rk e t . Any such secondary market price will fluctuate over
the term of the notes based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value
included in this pricing supplement, any value of the notes determined for purposes of a secondary market transaction will be based on
our secondary market rate, which will likely result in a lower value for the notes than if our internal funding rate were used. In addition,
any secondary market price for the notes will be reduced by a bid-ask spread, which may vary depending on the aggregate stated
principal amount of the notes to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging
transactions. As a result, it is likely that any secondary market price for the notes will be less than the issue price.
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T he va lue of t he not e s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors. The value of your notes
prior to maturity will fluctuate based on the level and volatility of the CMS reference index and a number of other factors, including
expectations of future levels of CMS30 and CMS2, the level of general market interest rates, the time remaining to maturity and our
creditworthiness, as reflected in our secondary market rate. You should understand that the value of your notes at any time prior to
maturity may be significantly less than the issue price.

September 2014
PS-4

Citigroup Inc.
Fixed to Floating Rate Notes Due September 29, 2034
Leveraged Callable CMS Curve Linked Notes

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 "Valuation of the Notes" in this pricing supplement.

Our offe ring of t he not e s doe s not c onst it ut e a re c om m e nda t ion t o inve st in a n inst rum e nt link e d t o t he CM S
re fe re nc e inde x . You should not take our offering of the notes as an expression of our views about how the CMS reference index
will perform in the future or as a recommendation to invest in any instrument linked to the CMS reference index, including the notes. As
we are part of a global financial institution, our affiliates may, and often do, have positions (including short positions), and may publish
research or express opinions, that in each case conflict with an investment in the notes. You should undertake an independent
determination of whether an investment in the notes is suitable for you in light of your specific investment objectives, risk tolerance and
financial resources.

T he m a nne r in w hic h CM S ra t e s a re c a lc ula t e d m a y c ha nge in t he fut ure . The method by which CMS30 and CMS2 are
calculated may change in the future, as a result of governmental actions, actions by the publisher of CMS 30 and CMS2 or
otherwise. We cannot predict whether the method by which CMS30 or CMS2 is calculated will change or what the impact of any such
change might be. Any such change could affect the level of the CMS reference index in a way that has a significant adverse effect on
the notes.

One of our a ffilia t e s pa rt ic ipa t e s in t he de t e rm ina t ion of CM S3 0 a nd CM S2 . CMS rates are determined based on a poll
of dealers in interest rate swaps selected by the International Swaps and Derivatives Association, Inc. One of our affiliates is a
participant in the poll that determines CMS rates, and its participation in that poll may have an effect on CMS30 and CMS2. Any such
effect on CMS30 and CMS2 may adversely affect holders of the notes. In participating in that poll, our affiliate has no obligation to
consider your interests as an investor in the notes.

T he c a lc ula t ion a ge nt , w hic h is our a ffilia t e , w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t t o t he not e s. If
certain events occur, Citibank, N.A., as calculation agent, will be required to make certain discretionary judgments that could significantly
affect one or more payments owed to you under the notes. Such judgments could include, among other things, determining the level of
CMS30 or CMS2 if it is not otherwise available on a CMS reference determination date and selecting a successor rate if either CMS30
or CMS2 is discontinued. Any of these determinations made by Citibank, N.A. in its capacity as calculation agent may adversely affect
any floating interest payment owed to you under the notes.

Information About the CMS Reference Index

The notes are CMS spread notes, which means that they pay interest (after the first year) based on the difference, or spread, between two
constant maturity swap ("CMS") rates of different maturities--CMS30 and CMS2. A CMS rate of a given maturity is, at any time, a market
rate for the fixed leg of a conventional fixed-for-floating U.S. dollar interest rate swap entered into at that time with that maturity, as more
fully described in the section "About Constant Maturity Swap Rates" in the accompanying product supplement. The relationship between
CMS rates of different maturities may be depicted by a curve on a graph that plots maturities on the x-axis and the applicable CMS rate on
the y-axis. See "About Constant Maturity Swap Rates" in the accompanying product supplement for examples of CMS rate curves. Interest
payments on the notes will depend on changes in the steepness of this CMS rate curve. If the CMS rate curve steepens, such that the
difference between CMS30 and CMS2 becomes greater, the floating interest payments on the notes will generally increase, subject to the
maximum interest rate on the notes. Conversely, if the CMS rate curve flattens or becomes inverted, such that the difference between
CMS30 and CMS2 becomes smaller or negative, the floating interest payments on the notes will generally decrease, possibly to zero.

Many complex economic factors may influence CMS rates and the spread between CMS rates of different maturities. Accordingly, it is not
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possible to predict the future performance of any CMS rate or the spread between CMS rates of different maturities. You should not
purchase the notes unless you understand and are willing to accept the significant risks associated with exposure to future changes in the
CMS reference index.

For information about how CMS30 and CMS2 will be determined on each CMS reference determination date, see "Description of the Notes
--Terms Related to a Specified CMS Rate--Determining a Specified CMS Rate" in the accompanying product supplement.

Historical Information

The graph below shows the daily values of the CMS reference index for each day such value was available from January 2, 2004 through
September 24, 2014 using historical data obtained from Bloomberg, without giving effect to the 0.25% deduction reflected in the calculation
of the modified CMS reference index. The rate at which interest will be payable on the notes will be based not on the CMS reference index,
which is depicted below, but on the modified CMS reference index, which is the CMS reference index minus 0.25%. The historical values of
the CMS reference index should not be taken as an indication of the future values of the CMS reference index during the term of the notes.

The CMS reference index at 11:00 a.m. (New York time) on September 24, 2014 was 2.443%.

September 2014
PS-5

Citigroup Inc.
Fixed to Floating Rate Notes Due September 29, 2034
Leveraged Callable CMS Curve Linked Notes

H ist oric a l CM S Re fe re nc e I nde x Ra t e (% )
J a nua ry 2 , 2 0 0 4 t o Se pt e m be r 2 4 , 2 0 1 4

United States Federal Tax Considerations

In the opinion of our tax counsel, Davis Polk & Wardwell LLP, based on current market conditions, the notes should be treated as
"contingent payment debt instruments" for U.S. federal income tax purposes, as described in the section of the accompanying prospectus
supplement called "United States Federal Tax Considerations--Tax Consequences to U.S. Holders--Notes Treated as Contingent Payment
Debt Instruments," and the remaining discussion assumes this treatment is respected.

If you are a U.S. Holder, you will be required to recognize interest income at the "comparable yield," which generally is the yield at which we
could issue a fixed-rate debt instrument with terms similar to those of the notes, including the level of subordination, term, timing of
payments and general market conditions, but excluding any adjustments for the riskiness of the contingencies or the liquidity of the notes.
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We are required to construct a "projected payment schedule" in respect of the notes representing a payment or a series of payments the
amount and timing of which would produce a yield to maturity on the notes equal to the comparable yield. The amount of interest you
include in income in each taxable year based on the comparable yield will be adjusted upward or downward to reflect the difference, if any,
between the actual and projected payments on the notes as determined under the projected payment schedule.

Although it is not entirely clear how the comparable yield and projected payment schedule must be determined when a debt instrument may
be redeemed by the issuer prior to maturity, we have determined that the comparable yield for a note is a rate of 4.372%, compounded
quarterly, and that the projected payment schedule with respect to a note consists of the following payments:

September 2014
PS-6

Citigroup Inc.
Fixed to Floating Rate Notes Due September 29, 2034
Leveraged Callable CMS Curve Linked Notes

December 29, 2014
$25.000 December 29, 2019
$7.791 December 29, 2024
$6.043 December 29, 2029
$9.438
March 29, 2015
$25.000 March 29, 2020
$7.571 March 29, 2025
$6.038 March 29, 2030

$9.773
June 29, 2015
$25.000 June 29, 2020
$7.476 June 29, 2025
$6.159 June 29, 2030

$9.918
September 29,
September 29,
$25.000
$7.311
$6.131
$10.209
September 29, 2015
2020
2025
September 29, 2030
December 29, 2015
$25.000 December 29, 2020
$7.178 December 29, 2025
$6.214 December 29, 2030
$10.484
March 29, 2016
$23.411 March 29, 2021
$7.030 March 29, 2026
$6.286 March 29, 2031

$10.764
June 29, 2016
$20.746 June 29, 2021
$6.918 June 29, 2026
$6.307 June 29, 2031

$11.116
September 29,
September 29,
$18.204
$6.797
$6.404
$11.319
September 29, 2016
2021
2026
September 29, 2031
December 29, 2016
$16.134 December 29, 2021
$6.712 December 29, 2026
$6.529 December 29, 2031
$11.613
March 29, 2017
$14.425 March 29, 2022
$6.651 March 29, 2027
$6.709 March 29, 2032

$11.884
June 29, 2017
$13.128 June 29, 2022
$6.545 June 29, 2027
$6.913 June 29, 2032

$12.226
September 29,
September 29,
$12.064
$6.511
$7.118
$12.498
September 29, 2017
2022
2027
September 29, 2032
December 29, 2017
$11.042 December 29, 2022
$6.481 December 29, 2027
$7.356 December 29, 2032
$12.782
March 29, 2018
$10.344 March 29, 2023
$6.386 March 29, 2028
$7.578 March 29, 2033

$13.044
June 29, 2018

$9.704 June 29, 2023
$6.220 June 29, 2028
$7.895 June 29, 2033

$13.290
September 29,
September 29,

$9.345
$6.195
$8.207
$13.546
September 29, 2018
2023
2028
September 29, 2033
December 29, 2018

$8.907 December 29, 2023
$6.134 December 29, 2028
$8.393 December 29, 2033
$13.810
March 29, 2019

$8.597 March 29, 2024
$6.052 March 29, 2029
$8.712 March 29, 2034

$14.061
June 29, 2019

$8.260 June 29, 2024
$6.079 June 29, 2029
$8.821 June 29, 2034

$14.224
September 29,
September 29,

$8.007
$6.034
$9.233
$1,014.537
September 29, 2019
2024
2029
September 29, 2034

N e it he r t he c om pa ra ble yie ld nor t he proje c t e d pa ym e nt sc he dule c onst it ut e s a re pre se nt a t ion by us re ga rding t he
a c t ua l a m ount s t ha t w e w ill pa y on t he not e s.

Upon the sale or exchange of the notes (including retirement upon early redemption or at maturity), you generally will recognize gain or loss
equal to the difference between the proceeds received and your adjusted tax basis in the notes. Your adjusted tax basis will equal your
purchase price for the notes increased by interest income previously included on the notes (without regard to the adjustments described
above) and decreased by prior payments according to the projected payment schedule. Any gain generally will be treated as ordinary
income, and any loss will be treated as ordinary loss to the extent of prior net interest inclusions on the note and as capital loss thereafter.

Subject to the discussion in the accompanying prospectus supplement regarding "FATCA," if you are a Non-U.S. Holder of notes, you
generally will not be subject to U.S. federal withholding or income tax in respect of payments on or amounts received on the sale,
exchange, redemption or retirement of the notes, provided that (i) income in respect of the notes is not effectively connected with your
conduct of a trade or business in the United States, and (ii) you comply with the applicable certification requirements. See "United States
Federal Tax Considerations--Tax Consequences to Non-U.S. Holders" in the accompanying prospectus supplement for a more detailed
discussion of the rules applicable to Non-U.S. Holders of the notes.

Y ou should re a d t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x Conside ra t ions" in t he a c c om pa nying prospe c t us
supple m e nt . T he pre c e ding disc ussion, w he n re a d in c om bina t ion w it h t ha t se c t ion, c onst it ut e s t he full opinion of
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Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x c onse que nc e s of ow ning a nd disposing of t he
not e s.

Y ou should a lso c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S. fe de ra l t a x c onse que nc e s of a n
inve st m e nt in t he not e s a nd a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or fore ign t a x ing
jurisdic t ion.

September 2014
PS-7

Citigroup Inc.
Fixed to Floating Rate Notes Due September 29, 2034
Leveraged Callable CMS Curve Linked Notes

Supplemental Plan of Distribution

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 $35 for each $1,000 note sold in this offering. The actual underwriting fee will be equal to the selling concession paid to selected
dealers. CGMI will pay selected dealers not affiliated with CGMI, including Morgan Stanley & Co. LLC, and their financial advisers
collectively a variable selling concession of up to $35 for each $1,000 note they sell.

CGMI is an affiliate of ours. Accordingly, this offering will conform with the requirements addressing conflicts of interest when distributing the
securities of an affiliate set forth in Rule 5121 of the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its
subsidiaries have investment discretion will not be 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 product supplement and "Plan of Distribution" in each of the
accompanying prospectus supplement and prospectus for additional information.

A portion of the net proceeds from the sale of the notes will be used to hedge our obligations under the notes. We have hedged our
obligations under the notes through CGMI or other of our affiliates. CGMI or such other of our affiliates may profit from this hedging activity
even if the value of the notes declines. For additional information on the ways in which our counterparties may hedge our obligations under
the notes, see "Use of Proceeds and Hedging" in the accompanying prospectus.

Valuation of the Notes

CGMI calculated the estimated value of the notes set forth on the cover page of this pricing supplement based on proprietary pricing
models. CGMI's proprietary pricing models generated an estimated value for the notes by estimating the value of a hypothetical package of
financial instruments that would replicate the payout on the notes, which consists of a fixed-income bond (the "bond component") and one or
more derivative instruments underlying the economic terms of the notes (the "derivative component"). CGMI calculated the estimated value
of the bond component using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative
component based on a proprietary derivative-pricing model, which generated a theoretical price for the instruments that constitute the
derivative component based on various inputs, including the factors described under "Summary Risk Factors--The value of the notes prior
to maturity will fluctuate based on many unpredictable factors" in this pricing supplement, but not including our creditworthiness. These
inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.

For a period of approximately six months following issuance of the notes, the price, if any, at which CGMI would be willing to buy the notes
from investors, and the value that will be indicated for the notes on any brokerage account statements prepared by CGMI or its affiliates
(which value CGMI may also publish through one or more financial information vendors), will reflect a temporary upward adjustment from
the price or value that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit
expected to be realized by CGMI or its affiliates over the term of the notes. The amount of this temporary upward adjustment will decline to
zero on a straight-line basis over the six-month temporary adjustment period. However, CGMI is not obligated to buy the notes from
investors at any time. See "Summary Risk Factors--The notes will not be listed on a securities exchange and you may not be able to sell
your notes prior to maturity."

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,
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subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable
principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that
such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusions expressed above. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New
York, except that such counsel expresses no opinion as to the application of state securities or Blue Sky laws to the notes.

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

September 2014
PS-8

Citigroup Inc.
Fixed to Floating Rate Notes Due September 29, 2034
Leveraged Callable CMS Curve Linked Notes

In the opinion of Michael J. Tarpley, Associate General Counsel-Capital 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.

Contact

Clients of Morgan Stanley & Co. LLC may contact their local Morgan Stanley branch office or the Morgan Stanley principal executive offices
at 1585 Broadway, New York, New York 10036 (telephone number 212-762-9666). All other clients may contact their local brokerage
representative.

© 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.

September 2014
PS-9

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Document Outline

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