Obligation Citigroup 3.05% ( US1730T3BK81 ) en USD

Citigroup

100 % ▼

Etas-Unis

US1730T3BK81 ( en USD )

3.05% par an ( paiement semestriel )

22/07/2027 - Obligation échue

Prospectus brochure de l'obligation Citigroup US1730T3BK81 en USD 3.05%, échue

1 000 USD

2 500 000 USD

1730T3BK8

N/A

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 US1730T3BK81, paye un coupon de 3.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/07/2027

424B2 1 dp67330_424b2-933.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
Am ount of re gist ra t ion fe e (1) (2)
re gist e re d
pric e
Medium-Term Senior Notes, Series G
$2,500,000
$251.75

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

(2) Pursuant to Rule 457(p) under the Securities Act, the $69,905.44 remaining of the registration fees previously paid with respect
to unsold securities registered on Post-Effective Amendment No. 1 to Registration Statement File No. 333-157386, filed on
February 11, 2011 by Citigroup Funding Inc., a wholly owned subsidiary of Citigroup Inc., and Registration Statement File No.
333-172554, filed on March 2, 2011 by Citigroup Funding Inc., is being carried forward, of which $251.75 is offset against the
registration fee due for this offering and of which $69,653.69 remains available for future registration fee offset. The most
recent filing utilizing a portion of the registration fees previously paid with respect to unsold securities registered on these
registration statements was filed on July 20, 2016. No additional registration fee has been paid with

Citigroup Inc.
J uly 1 9 , 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 5 4
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
Callable Fixed Rate Notes Due July 22, 2027
·
The notes mature on July 22, 2027. 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 equal to 3.05%.
·
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
$2,500,000
a m ount :
Pric ing da t e :
July 19, 2016
Origina l issue da t e :
July 22, 2016
M a t urit y da t e :
July 22, 2027. If the maturity date is not a business day, then the payment required to be made on the
maturity date will be made on the next succeeding business day with the same force and effect as if it
had been made on the maturity date. No additional interest will accrue as a result of delayed payment.
Princ ipa l due a t m a t urit y:
Full principal amount due at maturity
Pa ym e nt a t m a t urit y:
$1,000 per note plus any accrued and unpaid interest
I nt e re st ra t e pe r a nnum :
From and including the original issue date to but excluding the maturity date, unless redeemed by us:
3.05%
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- 22nd day of each January and July, beginning on January 22, 2017 and ending
on the maturity date, provided that if any such day is not a business day, the applicable interest
payment will be made on the next succeeding business day. No additional interest will accrue on that
succeeding business day. Interest will be payable to the persons in whose names the notes are
registered at the close of business on the business day preceding each interest payment date, which
we refer to as a regular record date, except that the interest payment due at maturity or upon earlier
redemption will be paid to the persons who hold the notes on the maturity date or earlier date of
redemption, as applicable.
Da y c ount c onve nt ion:
30/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
Re de m pt ion:
Beginning on July 22, 2021, we have the right to call the notes for mandatory redemption, in whole and
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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 22nd day of each January, April, July and October, beginning in July 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 :
1730T3BK8/ US1730T3BK81
List ing:
The notes will not be listed on any securities exchange and, accordingly, may have limited or no
liquidity. You should not invest in the notes unless you are willing to hold them to maturity.
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer. See "General Information--
Supplemental information regarding plan of distribution; conflicts of interest" in this pricing supplement.
U nde rw rit ing fe e a nd issue
I ssue pric e (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:
$2,500,000.00
$31,250.00
$2,468,750.00
(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 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. Se e "Risk Fa c t ors" be ginning on pa ge PS-2 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d
of t he not e s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying prospe c t us supple m e nt a nd
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
You should read this pricing supplement together with the accompanying prospectus supplement and prospectus, each of which can
be accessed via the following hyperlink.
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d N ove m be r 1 3 , 2 0 1 3
T he not e s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e Corpora t ion or
a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Inc.
Callable Fixed Rate Notes Due July 22, 2027

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.
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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.

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 eleven 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 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 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
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July 2016
PS-2
Citigroup Inc.
Callable Fixed Rate Notes Due July 22, 2027

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 which CGMI
pe riod:
would be willing to buy the notes from investors, and the value that will be indicated for the notes on any
brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish
through one or more financial information vendors), will reflect a temporary upward adjustment from the
price or value that would otherwise be determined. This temporary upward adjustment represents a portion
of the hedging profit expected to be realized by CGMI or its affiliates over the term of the notes. The
amount of this temporary upward adjustment will decline to zero on a straight-line basis over the six-month
temporary adjustment period. However, CGMI is not obligated to buy the notes from investors at any
time. See "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 that are
c onside ra t ions:
issued without original issue discount.

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 payments of interest with respect to the notes and to the payment of gross proceeds of
a disposition (including a retirement) of the notes. However, under an Internal Revenue Service notice,
withholding under "FATCA" will apply to payments of gross proceeds (other than amounts treated as
interest) only with respect to dispositions after December 31, 2018. You should consult your tax adviser
regarding the potential application of "FATCA" to the notes.

Both U.S. and non-U.S. persons considering an investment in the notes should read the discussion under
"United States Federal Tax Considerations," and in particular the sections entitled "United States Federal
Tax Considerations--Tax Consequences to U.S. Holders" and "--Tax Consequences to Non-U.S.
Holders" in the accompanying prospectus supplement for more information.
T rust e e :
The Bank of New York Mellon (as trustee under an indenture dated November 13, 2013) will serve as
trustee for the notes.
U se of proc e e ds a nd
The net proceeds received from the sale of the notes will be used for general corporate purposes and, in
he dging:
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 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
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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.
July 2016
PS-3
Citigroup Inc.
Callable Fixed Rate Notes Due July 22, 2027

ERI SA a nd I RA purc ha se
Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus supplement for
c onside ra t ions:
important information for investors that are ERISA or other benefit plans or whose underlying assets
include assets of such plans.
Fe e s a nd se lling
CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as principal and
c onc e ssions:
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.

Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related to this offering,
even if the value of the notes declines. You should refer to "Risk Factors" above and the section "Use of
Proceeds and Hedging" in the accompanying prospectus.
Supple m e nt a l inform a t ion
The terms and conditions set forth in the Global Selling Agency Agreement dated November 13, 2013
re ga rding pla n of
among Citigroup Inc. and the agents named therein, including CGMI, govern the sale and purchase of the
dist ribut ion; c onflic t s of
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 that 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 that interest period divided by (ii) 4.

Repayment Upon Death
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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:

July 2016
PS-4
Citigroup Inc.
Callable Fixed Rate Notes Due July 22, 2027

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
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of the notes offered by this pricing supplement, the Aggregate Annual Limit may be reached as a result of repayment requests submitted
with respect to other Survivor's Option Notes. If the Aggregate Annual Limit is reached in any calendar year prior to the time when your
representative submits a request for repayment of notes beneficially owned by you, your representative will not be able to obtain repayment
of those notes in that calendar year. If prior repayment requests significantly exceed the Aggregate Annual Limit, the excess of those prior
repayment requests may be carried forward for multiple years, so that it may be a long period of time before your representative would be
entitled to any repayment. Representatives who submit prior repayment requests will be entitled to repayment in full before your
representative would be entitled to any repayment.

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

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

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

July 2016
PS-5
Citigroup Inc.
Callable Fixed Rate Notes Due July 22, 2027

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
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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 must provide to the broker or other entity
through which the deceased beneficial owner holds an interest in the notes:

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

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

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

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

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

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

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

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

July 2016
PS-6
Citigroup Inc.
Callable Fixed Rate Notes Due July 22, 2027

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 investors" as defined in the Securities
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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

July 2016
PS-7
Citigroup Inc.
Callable Fixed Rate Notes Due July 22, 2027

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

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.

Additional Information

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

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as special products counsel to Citigroup Inc., when the notes offered by this pricing supplement
have been executed and issued by Citigroup Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment
therefor, such notes will be valid and binding obligations of Citigroup Inc., enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no
opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York, except that such counsel
expresses no opinion as to the application of state securities or Blue Sky laws to the notes.

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

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

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

© 2016 Citigroup Global Markets Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its
affiliates and are used and registered throughout the world.

July 2016
PS-8

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Document Outline

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