Obligation Citigroup 0% ( US1730T3AY94 ) en USD

Citigroup

64.25 % ▲

Etas-Unis

US1730T3AY94 ( en USD )

30/10/2035

Prospectus brochure de l'obligation Citigroup US1730T3AY94 en USD 0%, échéance 30/10/2035

1 000 USD

22 205 000 USD

1730T3AY9

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

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

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US1730T3AY94, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/10/2035

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US1730T3AY94, 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 US1730T3AY94, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp60803_424b2-1898.htm PRICING SUPPLEMENT
CALCU LAT I ON OF REGI ST RAT I ON FEE

T it le of e a c h c la ss of se c urit ie s t o be
M a x im um a ggre ga t e offe ring pric e
Am ount of re gist ra t ion fe e (1) (2)
re gist e re d
Medium-Term Senior Notes, Series G
$22,205,000
$2,236.04
(1) Calculated in accordance with Rule 457(r) of the Securities Act.
(2) Pursuant to Rule 457(p) under the Securities Act, the $190,210.13 remaining of the relevant portion of the 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 $2,236.04 is offset against the registration fee due for this offering and of which
$187,974.09 remains available for future registration fee offset. No additional registration fee has been paid with respect to this offering. See the
"Calculation of Registration Fee" table accompanying the filing of Pricing Supplement No. 2015-CMTNG0369 dated February 12, 2015, filed by Citigroup
Inc. on February 17, 2015, for information regarding the registration fees that are being carried forward.

Oc t obe r 2 7 , 2 0 1 5
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 5 CM T N G0 7 0 7
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 9 2 3 0 2
Floating Rate Notes Due October 30, 2035
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
at a floating rate based on the modified CMS reference index multiplied by the applicable leverage factor specified below, 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
0.875%. 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
$22,205,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
October 27, 2015
I ssue da t e :
October 30, 2015
M a t urit y da t e :
Unless earlier called by us, October 30, 2035
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 October 30, 2025, unless
earlier redeemed by us, the notes will bear interest at a floating rate equal to the leverage factor of 15 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
During each interest period from and including October 30, 2025 to the maturity date, unless earlier
redeemed by us, the notes will bear interest at a floating rate equal to the leverage factor of 20 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
I nt 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
a nd t he a pplic a ble le ve ra ge fa c t or for t he re le va nt int e re st pe riod. T he not e s m a y pa y a
be low -m a rk e t ra t e or no int e re st a t a ll for a n e x t e nde d pe riod of t im e .
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 0.875%
CM S re fe re nc e de t e rm ina t ion da t e : For any interest period, the second U.S. government 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 30th day of each January, April, July and October, beginning on January 30, 2016 and ending on the
maturity date or, if applicable, the date when the notes are redeemed
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"
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 October 30, 2016, upon not less than five business days' notice. Following an exercise of our call
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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 :
1730T3AY9 / US1730T3AY94
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 pric e :
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r
Pe r not e :
$1,000
$35
$965
T ot a l:
$22,205,000
$777,175
$21,427,825
(1) On the date of this pricing supplement, the estimated value of the notes is $948.00 per note, which is less than the issue price. The estimated value of
the notes is based on CGMI's proprietary pricing models, including CGMI's estimation of the value of the survivor's option, 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 $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 $35 for each $1,000 note they sell. In addition to the underwriting fee,
CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the notes declines. For more information on the distribution
of the notes, see "Supplemental Plan of Distribution" in this pricing supplement and "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.
Floating Rate Notes Due October 30, 2035
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 during the term of the notes based on various hypothetical CMS
reference index values. For illustrative purposes only, the table assumes a leverage factor of 15. 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:

Stated principal amount: $1,000

Maximum interest rate: 10.00% per annum

Leverage factor: 15

As illustrated below, if CMS30 is less than or equal to CMS2 plus 0.875% 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 approximately 1.542% (taking into account that the modified CMS reference index will
be multiplied by a leverage factor of 15 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 during the term of the notes will depend on the actual leverage factor during the relevant interest period and the actual value of the
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modified CMS reference index on each CMS reference determination date. The applicable interest rate for each quarterly interest 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 Re fe re nc e
H ypot he t ic a l I nt e re st Ra t e
I nde x (1)
pe r Annum (2)
H ypot he t ic a l Qua rt e rly I nt e re st Pa ym e nt pe r N ot e (3)
-1.000%
0.000%
$0.000
-0.800%
0.000%
$0.000
-0.600%
0.000%
$0.000
-0.400%
0.000%
$0.000
-0.200%
0.000%
$0.000
0.000%
0.000%
$0.000
0.200%
0.000%
$0.000
0.400%
0.000%
$0.000
0.600%
0.000%
$0.000
0.800%
0.000%
$0.000
0.875%
0.000%
$0.000
1.000%
1.875%
$4.688
1.200%
4.875%
$12.188
1.400%
7.875%
$19.688
1.542%
10.000%
$25.000
1.600%
10.000%
$25.000
1.800%
10.000%
$25.000
2.000%
10.000%
$25.000
2.200%
10.000%
$25.000
2.400%
10.000%
$25.000
_______________________________
(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 period.
(2) Hypothetical interest rate per annum for the quarterly interest period = 15 × (CMS reference index 0.875%), subject to the maximum interest rate and
the minimum interest rate. For illustrative purposes only, the table assumes a leverage factor of 15.
(3) Hypothetical quarterly interest payment per note = (i) the hypothetical interest rate per annum multiplied by (ii) $1,000, divided by 4.

October 2015
PS-2
Citigroup Inc.
Floating Rate Notes Due October 30, 2035
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 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.

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 and the applicable leverage
factor for the relevant interest period. 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. It is possible that the notes will pay a below-
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market rate or no interest at all for an extended period of time. 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 interest
payments during 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, such as the spread between CMS30 and CMS2, 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 s 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 rates 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 .8 7 5 % . When determining the floating
interest rates payable, 0.875% 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 an applicable leverage factor in
order to determine the floating interest rate (subject to the maximum interest rate), the 0.875% deduction from the CMS reference index
reduces the applicable floating interest rate by at least 13.125% and as much as 17.500%. As a result, the interest payable on your notes
will be less than that which would be payable without the 0.875% 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

October 2015
PS-3
Citigroup Inc.
Floating Rate Notes Due October 30, 2035
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.

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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. In
addition, CGMI's estimation of the value of the survivor's option is based on assumptions about the amount and timing of requests to
exercise the survivor's option over the term of the notes, which assumptions are unlikely to match the actual amount and timing of exercises
of the survivor's option and which may result in a greater estimated value for the survivor's option than if assumptions based on your
particular circumstances had been used. 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. The models, the inputs to the models and the other assumptions on
which the estimated value of the notes is based may all 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.

October 2015
PS-4
Citigroup Inc.
Floating Rate Notes Due October 30, 2035
Leveraged Callable CMS Curve Linked Notes
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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, changes in
CGMI's estimation of the value of the survivor's option 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.

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.

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 CMS30 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.

H e dging a nd ot he r t ra ding a c t ivit ie s by our a ffilia t e s m a y a ffe c t t he de t e rm ina t ions of CM S3 0 a nd CM S2 . CMS
rates are determined based on tradable quotes for U.S. dollar fixed-for-floating interest rate swaps of the relevant maturities sourced from
electronic trading venues. Our affiliates may engage in trading activities on these electronic trading venues, in order to hedge our
obligations under the notes, as part of their general business activities or otherwise. These trading activities could affect the levels of
CMS30 and CMS2 in a way that has a negative effect on the interest rate payable under the notes. They could also result in substantial
returns for our affiliates while the value of the notes declines. In engaging in these trading activities, our affiliates will have 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 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
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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.

October 2015
PS-5
Citigroup Inc.
Floating Rate Notes Due October 30, 2035
Leveraged Callable CMS Curve Linked Notes

Many complex economic factors may influence CMS rates and the spread between CMS rates of different maturities. Accordingly, it is not
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. CMS30 and CMS2 are
calculated by ICE Benchmark Administration Limited based on tradable quotes for U.S. dollar fixed-for-floating interest rate swaps of the
relevant maturity that are sourced from electronic trading venues.

Historical Information

The graph below shows the daily values of the CMS reference index for each day such value was available from January 3, 2005 through
October 27, 2015 using historical data obtained from Bloomberg, without giving effect to the 0.875% 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 0.875%. 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 October 27, 2015 was 1.746%.

H ist oric a l CM S Re fe re nc e I nde x Ra t e (% )
J a nua ry 3 , 2 0 0 5 t o Oc t obe r 2 7 , 2 0 1 5

October 2015
PS-6
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Citigroup Inc.
Floating Rate Notes Due October 30, 2035
Leveraged Callable CMS Curve Linked Notes

United States Federal Tax Considerations

In the opinion of our tax counsel, Davis Polk & Wardwell LLP, 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. 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 4.307%, compounded quarterly,
and that the projected payment schedule with respect to a note consists of the following payments:

January 30, 2016
$25.000
January 30, 2021
$2.901
January 30, 2026
$0.895
January 30, 2031
$12.466
April 30, 2016
$25.000
April 30, 2021
$2.174
April 30, 2026
$1.091
April 30, 2031
$13.159
July 30, 2016
$25.000
July 30, 2021
$1.655
July 30, 2026
$1.464
July 30, 2031
$14.124
October 30, 2016
$25.000
October 30, 2021
$0.936
October 30, 2026
$1.774
October 30, 2031
$15.012
January 30, 2017
$25.000
January 30, 2022
$0.761
January 30, 2027
$2.361
January 30, 2032
$15.833
April 30, 2017
$25.000
April 30, 2022
$0.500
April 30, 2027
$2.830
April 30, 2032
$16.735
July 30, 2017
$25.000
July 30, 2022
$0.209
July 30, 2027
$3.168
July 30, 2032
$17.916
October 30, 2017
$25.000
October 30, 2022
$0.032
October 30, 2027
$3.609
October 30, 2032
$18.441
January 30, 2018
$22.758
January 30, 2023
$0.032
January 30, 2028
$4.003
January 30, 2033
$19.665
April 30, 2018
$20.501
April 30, 2023
$0.019
April 30, 2028
$4.782
April 30, 2033
$20.468
July 30, 2018
$18.192
July 30, 2023
$0.139
July 30, 2028
$5.379
July 30, 2033
$21.322
October 30, 2018
$16.113
October 30, 2023
$0.447
October 30, 2028
$6.167
October 30, 2033
$21.981
January 30, 2019
$14.042
January 30, 2024
$0.420
January 30, 2029
$6.587
January 30, 2034
$22.845
April 30, 2019
$12.221
April 30, 2024
$0.357
April 30, 2029
$7.305
April 30, 2034
$23.495
July 30, 2019
$10.428
July 30, 2024
$0.325
July 30, 2029
$7.938
July 30, 2034
$24.100
October 30, 2019
$8.838
October 30, 2024
$0.239
October 30, 2029
$8.693
October 30, 2034
$24.917
January 30, 2020
$7.310
January 30, 2025
$0.170
January 30, 2030
$9.400
January 30, 2035
$25.000
April 30, 2020
$5.863
April 30, 2025
$0.250
April 30, 2030
$10.246
April 30, 2035
$25.000
July 30, 2020
$4.884
July 30, 2025
$0.309
July 30, 2030
$10.780
July 30, 2035
$25.000
October 30, 2020
$3.870
October 30, 2025
$0.493
October 30, 2030
$11.645
October 30, 2035
$1,025.000

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

October 2015
PS-7
Citigroup Inc.
Floating Rate Notes Due October 30, 2035
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Leveraged Callable CMS Curve Linked Notes

ordinary income, and any loss generally 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 below, 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.

As discussed in the section of the accompanying prospectus supplement entitled "United States Federal Tax Considerations," withholding under
legislation commonly referred to as "FATCA" (if applicable) will generally apply to amounts treated as interest paid with respect to the notes and
to the payment of gross proceeds of a disposition (including a retirement) of the notes. However, under a recent Internal Revenue Service
notice, withholding under "FATCA" will apply to payments of gross proceeds (other than amounts treated as interest) only with respect to
dispositions after December 31, 2018. You should consult your tax adviser regarding the potential application of "FATCA" to the notes.

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
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 non -U .S. t a x ing
jurisdic t ion.

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 $35
for each $1,000 note sold in this offering. CGMI will pay selected dealers not affiliated with CGMI, including Morgan Stanley & Co. LLC, and their
financial advisers collectively a selling concession of $35 for each $1,000 note they sell.

CGMI is an affiliate of ours. Accordingly, this offering will comply 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. This hedging activity could affect the levels of CMS30 and CMS2 and, therefore, the value of and your return on the notes.
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. The estimated value of the derivative component includes
CGMI's estimation of the value of the survivor's option, which CGMI determined based on assumptions about the amount and timing of requests
to exercise the survivor's option over the term of the notes. These assumptions are unlikely to match the actual amount and timing of exercises
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of the survivor's option and may result in a greater estimated value for the survivor's option than if assumptions based on your particular
circumstances had been used.

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

October 2015
PS-8
Citigroup Inc.
Floating Rate Notes Due October 30, 2035
Leveraged Callable CMS Curve Linked Notes

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."

Repayment Upon Death

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

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

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

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

Citigroup Inc. will not be obligated to repay more than $250,000 in stated principal amount of the notes offered by this pricing supplement to
the representative of any individual deceased beneficial owner in any calendar year (the "$250,000 Individual Annual Limit"). For the
avoidance of doubt, the $250,000 Individual Annual Limit applies only to the notes offered by this 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
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