Obligation Citigroup 3% ( US1730T32H56 ) en USD

Citigroup

90 % ▼

Etas-Unis

US1730T32H56 ( en USD )

3% par an ( paiement semestriel )

21/11/2031

Prospectus brochure de l'obligation Citigroup US1730T32H56 en USD 3%, échéance 21/11/2031

1 000 USD

4 000 000 USD

1730T32H5

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

21/05/2025 ( Dans 48 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 US1730T32H56, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/11/2031

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US1730T32H56, 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 US1730T32H56, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp70418_424b2-1527.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
$4,000,000
$463.60

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

(2)
Pursuant to Rule 456(b) under the Securities Act, a total of $193,828.64 remains of the wire sent to the SEC on January 8, 2016. The filing fee for this issuance of
$463.60 is drawn from that amount, such that $193,365.04 remains available for the payment of future registration fees.

Citigroup Inc.
N ove m be r 1 6 , 2 0 1 6
M e dium -T e rm Se nior N ot e s,
Se rie s G
Pric ing Supple m e nt N o. 2 0 1 6 -
CM T N G0 9 8 2
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 -
2 1 4 1 2 0
Callable Step-Up Coupon Notes Due November 21, 2031
·
The notes mature on November 21, 2031. We have the right to call the notes for mandatory redemption prior to maturity on a
quarterly basis beginning five years after issuance. Unless previously redeemed, the notes pay interest semi-annually at a per
annum rate that will increase at pre-set intervals over the term of the notes. Because of our redemption right, there is no
assurance that you will receive interest payments at the higher interest rates stated below.
·
The notes are unsecured senior debt obligations of Citigroup Inc. All pa ym e nt s due on t he not e s a re subje c t t o t he
c re dit risk of Cit igroup I nc .
·
It is important for you to consider the information contained in this pricing supplement together with the information contained
in the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the
extent inconsistent with replaces, the description of the general terms of the notes set forth in the accompanying prospectus
supplement and prospectus.
K EY T ERM S
I ssue r:
Citigroup Inc.
St a t e d princ ipa l a m ount :
$1,000 per note
Aggre ga t e st a t e d princ ipa l
$4,000,000
a m ount :
Pric ing da t e :
November 16, 2016
Origina l issue da t e :
November 21, 2016
M a t urit y da t e :
November 21, 2031. If the maturity date is not a business day, then the payment required to
be made on the maturity date will be made on the next succeeding business day with the
same force and effect as if it had been made on the maturity date. No additional interest will
accrue as a result of delayed payment.
Pa ym e nt a t m a t urit y:
$1,000 per note plus any accrued and unpaid interest
I nt e re st ra t e pe r a nnum :
From and including the original issue date to but excluding November 21, 2021: 3.00%
From and including November 21, 2021 to but excluding November 21, 2025, unless
previously redeemed: 3.25%
From and including November 21, 2025 to but excluding November 21, 2029, unless
previously redeemed: 3.50%
From and including November 21, 2029 to but excluding November 21, 2030, unless
previously redeemed: 4.00%
From and including November 21, 2030 to but excluding the maturity date, unless previously
redeemed: 5.00%
I nt e re st pe riod:
The period from and including the original issue date to but excluding the immediately
following interest payment date, and each successive period from and including an interest
payment date to but excluding the next interest payment date
I nt e re st pa ym e nt da t e s:
Semi-annually on the 21st day of each May and November of each year, commencing May
21, 2017, provided that if any such day is not a business day, the applicable interest payment
will be made on the next succeeding business day. No additional interest will accrue on that
succeeding business day. Interest will be payable to the persons in whose names the notes
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are registered at the close of business on the business day preceding each interest payment
date, which we refer to as a regular record date, except that the interest payment due at
maturity or upon earlier redemption will be paid to the persons who hold the notes on the
maturity date or earlier date of redemption, as applicable.
Da y c ount c onve nt ion:
30/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
Re de m pt ion:
Beginning on November 21, 2021, we have the right to call the notes for mandatory
redemption, in whole and not in part, on any redemption date and pay to you 100% of the
principal amount 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:
The 21st day of each February, May, August and November, beginning in November 2021,
provided that if any such day is not a business day, the applicable redemption date will be the
next succeeding business day. No additional interest will accrue as a result of such delay in
payment.
Survivor's opt ion:
The notes are Survivor's Option Notes. 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 in this pricing supplement in the section "Repayment Upon Death."
Busine ss da y:
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on which
banking institutions are authorized or obligated by law or executive order to close
Busine ss da y c onve nt ion:
Following
CU SI P/I SI N :
1730T32H5/ US1730T32H56
List ing:
The notes will not be listed on any securities exchange and, accordingly, may have limited or
no liquidity. You should not invest in the notes unless you are willing to hold them to maturity.
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal. See
"General Information--Supplemental information regarding plan of distribution; conflicts of
interest" in this pricing supplement.
U nde rw rit ing fe e a nd issue
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r (3)
pric e :
Pe r not e :
$1,000.00
$15.00
$985.00
T ot a l:
$4,000,000.00
$60,000.00
$3,940,000
(1) The issue price for investors purchasing the notes in fee-based advisory accounts will be $985.00 per note, assuming no custodial fee is
charged by a selected dealer, and up to $990.00, assuming the maximum custodial fee is charged by a selected dealer. See "General
Information--Fees and selling concessions" in this pricing supplement.
(2) CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of
up to $15.00 for each $1,000 note sold in this offering (or up to $5.00 for each note sold to fee-based advisory accounts). Selected dealers not
affiliated with CGMI will receive a selling concession of up to $15.00 for each note they sell other than to fee-based advisory accounts. CGMI
will pay selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a variable selling concession of up to $5.00
for each note they sell to fee-based advisory accounts. The total underwriting fees and proceeds to issuer in the table above give effect to the
actual total underwriting fee. Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related to this offering, even if
the value of the notes declines. You should refer to "Risk Factors" and "General Information--Fees and selling concessions" in this pricing
supplement for more information.
(3) 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 $15.00. As noted in footnote (2), the underwriting fee is variable.
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 Oc t obe r 1 4 , 2 0 1 6
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 .

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Citigroup Inc.
Callable Step-Up Coupon Notes Due November 21, 2031

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 but not in part, on any redemption date beginning approximately five
years after the date of issuance of the notes. In the event that we redeem the notes, you will receive the principal amount of
the notes and any accrued and unpaid interest to but excluding the redemption date. In this case, you will not have the
opportunity to continue to accrue and be paid interest to the maturity date of the notes.

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

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

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 fifteen years, subject to our right to call the notes for mandatory redemption beginning five years after the date
of issuance of the notes. By purchasing notes with a relatively long 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 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
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secondary market at all for the notes because it is likely that CGMI will be the only broker-dealer that is willing to buy your
notes prior to maturity. Accordingly, an investor must be prepared to hold the notes until maturity.

I m m e dia t e ly follow ing issua nc e , a ny se c onda ry m a rk e t bid pric e provide d by CGM I , a nd t he va lue t ha t
w ill be indic a t e d on a ny brok e ra ge a c c ount st a t e m e nt s pre pa re d by CGM I or it s a ffilia t e s, w ill re fle c t a
t e m pora ry upw a rd a djust m e nt . The amount of this temporary upward adjustment will steadily decline to zero over the
temporary adjustment period. See "General Information--Temporary adjustment period" in this pricing supplement.

Se c onda ry m a rk e t sa le s of t he not e s m a y re sult in a loss of princ ipa l. You will be entitled to receive at least the
full stated principal amount of your notes, subject to the credit risk of Citigroup Inc., only if you hold the notes to maturity or
redemption. If you are able to sell your notes in the secondary market prior to maturity or redemption, you are likely to receive
less than the stated principal amount of the notes.

T he inc lusion of unde rw rit ing fe e s a nd proje c t e d profit from he dging in t he issue pric e is lik e ly t o
a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no changes in market conditions or other relevant factors, the
price, if any, at which CGMI

November 2016
PS-2
Citigroup Inc.
Callable Step-Up Coupon Notes Due November 21, 2031

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 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" in this pricing supplement; 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.

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
pe riod:
which CGMI would be willing to buy the notes from investors, and the value that will be
indicated for the notes on any brokerage account statements prepared by CGMI or its affiliates
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(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 "Risk Factors--The notes will not be listed on any securities exchange and
you may not be able to sell them prior to maturity."
U .S. fe de ra l inc om e t a x
The notes will be treated for U.S. federal income tax purposes as fixed rate debt instruments
c onside ra t ions:
that are issued without original issue discount. See "United States Federal Tax Considerations
--Tax Consequences to U.S. Holders--Original Issue Discount" in the accompanying
prospectus supplement for further information regarding the treatment under the original issue
discount rules of debt instruments that are subject to early redemption.

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," "--
Tax Consequences to Non-U.S. Holders" and "--FATCA" in the accompanying prospectus
supplement for more information.
T rust e e :
The Bank of New York Mellon (as trustee under an indenture dated November 13, 2013) will
serve as trustee for the notes.
U se of proc e e ds a nd
The net proceeds received from the sale of the notes will be used for general corporate
he dging:
purposes and, in part, in connection with hedging our obligations under the notes through one
or more of our affiliates.

Hedging activities related to the notes by one or more of our affiliates involved trading in one or
more instruments, such as options, swaps and/or futures, and/or taking positions in any other

November 2016
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Citigroup Inc.
Callable Step-Up Coupon Notes Due November 21, 2031

available securities or instruments that we may wish to use in connection with such hedging
and may include adjustments to such positions during the term of the notes. It is possible that
our affiliates may profit from this hedging activity, even if the value of the notes declines. Profit
or loss from this hedging activity could affect the price at which Citigroup Inc.'s affiliate, CGMI,
may be willing to purchase your notes in the secondary market. For further information on our
use of proceeds and hedging, see "Use of Proceeds and Hedging" in the accompanying
prospectus.
ERI SA a nd I RA purc ha se
Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus
c onside ra t ions:
supplement for important information for investors that are ERISA or other benefit plans or
whose underlying assets include assets of such plans.
Fe e s a nd se lling
CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as
c onc e ssions:
principal and will receive an underwriting fee of up to $15.00 for each note sold in this offering
(or up to $5.00 for each note sold to fee-based advisory accounts). The actual underwriting fee
will be equal to $15.00 for each note sold by CGMI directly to the public and will otherwise be
equal to the selling concession provided to selected dealers, as described in this paragraph.
CGMI will pay selected dealers not affiliated with CGMI a selling concession of up to $15.00 for
each note they sell to accounts other than fee-based advisory accounts. CGMI will pay
selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a
variable selling concession of up to $5.00 for each note they sell to fee-based advisory
accounts.
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Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related to
this offering, even if the value of the notes declines. You should refer to "Risk Factors" above
and the section "Use of Proceeds and Hedging" in the accompanying prospectus.
Supple m e nt a l inform a t ion
The terms and conditions set forth in the Global Selling Agency Agreement dated November
re ga rding pla n of
13, 2013 among Citigroup Inc. and the agents named therein, including CGMI, govern the sale
dist ribut ion; c onflic t s of
and purchase of the notes.
int e re st :

The notes will not be listed on any securities exchange.

In order to hedge its obligations under the notes, Citigroup Inc. has entered into one or more
swaps or other derivatives transactions with one or more of its affiliates. You should refer to the
section "General Information--Use of proceeds and hedging" in this pricing supplement and the
section "Use of Proceeds and Hedging" in the accompanying prospectus.

CGMI is an affiliate of Citigroup Inc. Accordingly, the offering of the notes will conform with the
requirements addressing conflicts of interest when distributing the securities of an affiliate set
forth in Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc.
Client accounts over which Citigroup Inc., its subsidiaries or affiliates of its subsidiaries have
investment discretion are not permitted to purchase the notes, either directly or indirectly,
without the prior written consent of the client. See "Plan of Distribution; Conflicts of Interest" in
the accompanying prospectus supplement for more information.
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) 2. If we call the notes for mandatory
redemption on a redemption date that is not also an interest payment date, the amount of interest included in the payment you
receive upon redemption 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

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

November 2016
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Citigroup Inc.
Callable Step-Up Coupon Notes Due November 21, 2031

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
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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 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 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 offered by this pricing supplement, 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.
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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 entirety with another person, or as a tenant in common with the deceased beneficial owner's spouse, will be deemed the death
of a

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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:

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

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Callable Step-Up Coupon Notes Due November 21, 2031

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.

Certain Selling Restrictions

Hong Kong Special Administrative Region

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

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

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

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

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

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

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

Singapore

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

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

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

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

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

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

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

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

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Callable Step-Up Coupon Notes Due November 21, 2031

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

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

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

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Document Outline

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