Bond CitiCorp 0% ( US17298C2Z05 ) in USD

CitiCorp

100 % ⇌

United States

US17298C2Z05 ( in USD )

01/11/2022 - Bond has expired

Prospectus brochure of the bond Citigroup US17298C2Z05 in USD 0%, expired

1 000 USD

1 152 000 USD

17298C2Z0

N/A

Citigroup is a multinational investment bank and financial services corporation providing a wide range of financial products and services, including consumer banking, corporate and investment banking, securities brokerage, and asset management, across numerous global markets.

The Bond issued by CitiCorp ( United States ) , in USD, with the ISIN code US17298C2Z05, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/11/2022

The Bond issued by CitiCorp ( United States ) , in USD, with the ISIN code US17298C2Z05, was rated NR by Moody's credit rating agency.

424B2 1 dp60774_424b2-1856.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
$1,152,000
$116.01

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

(2)
Pursuant to Rule 457(p) under the Securities Act, the $187,430.71 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 $116.01 is offset against the registration fee due for this
offering and of which $187,314.70 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.

Citigroup Inc.
Oc t obe r 2 7 , 2 0 1 5
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 2
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 9 2 3 0 2
Market-Linked Notes Based on the S&P 500® Index Due November 1, 2022

Ove rvie w

? The notes offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Inc. Unlike conventional
debt securities, the notes do not pay interest. Instead, the notes offer the potential for a positive return at maturity based on the
performance of the S&P 500® Index (the "underlying index") from the initial index level to the final index level.
? The notes provide 1-to-1 exposure to the performance of the underlying index within a limited range of potential appreciation. If
the underlying index appreciates from the initial index level to the final index level, you will receive a positive return at maturity
equal to that appreciation, subject to the maximum return at maturity specified below. However, if the underlying index remains
the same or depreciates from the initial index level to the final index level, you will be repaid the stated principal amount of your
notes at maturity but will not receive any return on your investment. Even if the underlying index appreciates from the initial index
level to the final index level, so that you do receive a positive return at maturity, there is no assurance that your total return at
maturity on the notes will compensate you for the effects of inflation or be as great as the yield you could have achieved on a
conventional debt security of ours of comparable maturity.
? Investors in the notes must be willing to forgo (i) any return on the notes in excess of the maximum return at maturity and (ii) any
dividends that may be paid on the stocks that constitute the underlying index during the seven-year term of the notes. I f t he
unde rlying inde x doe s not a ppre c ia t e from t he pric ing da t e t o t he va lua t ion da t e , you w ill not re c e ive a ny
re t urn on your inve st m e nt in t he not e s.
? In order to obtain the modified exposure to the underlying index that the notes provide, investors 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

U nde rlying inde x :
The S&P 500® Index (ticker symbol: "SPX")
Aggre ga t e st a t e d
$1,152,000
princ ipa l 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
V a lua t ion da t e :
October 27, 2022, subject to postponement if such date is not a scheduled trading day or if
certain market disruption events occur
M a t urit y da t e :
November 1, 2022
Pa ym e nt a t m a t urit y:
For each note you hold at maturity, the $1,000 stated principal amount plus the note return
amount, which will be either zero or positive
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N ot e re t urn a m ount :
If the final index level is greater than the initial index level:
$1,000 x the index return, subject to the maximum return at maturity
If the final index level is less than or equal to the initial index level:
$0
I nit ia l inde x le ve l:
2,065.89, the closing level of the underlying index on the pricing date
Fina l inde x le ve l:
The closing level of the underlying index on the valuation date
I nde x re t urn:
The final index level minus the initial index level, divided by the initial index level
M a x im um re t urn a t
$500.00 per note (50.00% of the stated principal amount). Because of the maximum return at
m a t urit y:
maturity, the payment at maturity will not exceed $1,500.00 per note.
List ing:
The notes will not be listed on any securities exchange
CU SI P / I SI N :
17298C2Z0 / US17298C2Z05
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
I ssue pric e (1)(2)
U nde rw rit ing fe e (3)
Proc e e ds t o issue r
issue pric e :
Pe r not e :
$1,000.00
$35.00
$965.00
T ot a l:
$1,152,000.00
$40,320.00
$1,111,680.00
(1) On the date of this pricing supplement, the estimated value of the notes is $946.70 per note, which is less than the issue price. The estimated value of
the notes is based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates,
nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the notes from you at any time after issuance. See
"Valuation of the Notes" in this pricing supplement.
(2) The issue price for investors purchasing the notes in fee-based advisory accounts will be $965.00 per note, assuming no custodial fee is charged by a
selected dealer, and up to $970.00, assuming the maximum custodial fee is charged by a selected dealer. See "Supplemental Plan of Distribution" in this
pricing supplement.
(3) 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 $35.00 for
each $1,000 note sold in this offering (or up to $5.00 per note in the case of sales to fee-based advisory accounts). Selected dealers not affiliated with CGMI
and their financial advisors will collectively receive from CGMI a fixed selling concession of $30.00 for each $1,000 note they sell. CGMI will also pay Infinex
Investments, Inc., a registered broker-dealer, a fee of $5.00 per note with respect to certain notes sold in this offering in consideration of its role in providing
marketing and education services with respect to financial advisors. 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. 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 (t he "SEC") 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 , unde rlying 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 .
You should read this pricing supplement together with the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 3 -0 3 da t e d N ove m be r 1 3 , 2 0 1 3 U nde rlying Supple m e nt N o. 3 da t e d N ove m be r
1 3 , 2 0 1 3
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.
Market-Linked Notes Based on the S&P 500® Index Due November 1, 2022

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, certain events may occur that could affect your
payment at maturity. These events and their consequences are described in the accompanying product supplement in the sections
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"Description of the Notes--Certain Additional Terms for Notes Linked to an Underlying Index--Consequences of a Market
Disruption Event; Postponement of a Valuation Date" and "--Discontinuance or Material Modification of an Underlying Index," and
not in this pricing supplement. The accompanying underlying supplement contains important disclosures regarding the underlying
index that are not repeated in this pricing supplement. It is important that you read the accompanying product supplement,
underlying 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 diagram below illustrates your payment at maturity for a range of hypothetical percentage changes from the initial index level to
the final index level.

I nve st ors in t he not e s w ill not re c e ive a ny divide nds on t he st oc k s t ha t c onst it ut e t he unde rlying inde x . T he
dia gra m a nd e x a m ple s be low do not show a ny e ffe c t of lost divide nd yie ld ove r t he t e rm of t he not e s. See
"Summary Risk Factors--Investing in the notes is not equivalent to investing in the underlying index or the stocks that constitute
the underlying index" below.

M a rk e t -Link e d N ot e s Pa ym e nt a t M a t urit y Dia gra m

Your actual payment at maturity per note will depend on the actual final index level. The examples below are intended to illustrate
how your payment at maturity will depend on whether the final index level is greater than or less than the initial index level and by
how much.

October 2015
PS-2
Citigroup Inc.
Market-Linked Notes Based on the S&P 500® Index Due November 1, 2022

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Ex a m ple 1 --U pside Sc e na rio A. The hypothetical final index level is 2,272.48 (an approximately 10.00% increase from the
initial index level), which is gre a t e r t ha n the initial index level.

Payment at maturity per note = $1,000 + the note return amount

= $1,000 + ($1,000 × index return), subject to the maximum return at maturity of $500.00

= $1,000 + ($1,000 × 10.00%), subject to the maximum return at maturity of $500.00

= $1,000 + $100.00, subject to the maximum return at maturity of $500.00

= $1,100.00

Because the underlying index appreciated by 10.00% from its initial index level to its hypothetical final index level and the note
return amount of $100.00 results in a total return at maturity of 10.00%, which is less than the maximum return at maturity of
50.00%, your total return at maturity in this scenario would be 10.00%.

Ex a m ple 2 --U pside Sc e na rio B. The hypothetical final index level is 3,512.01 (an approximately 70.00% increase from the
initial index level), which is gre a t e r t ha n the initial index level.

Payment at maturity per note = $1,000 + the note return amount

= $1,000 + ($1,000 × index return), subject to the maximum return at maturity of $500.00

= $1,000 + ($1,000 × 70.00%), subject to the maximum return at maturity of $500.00

= $1,000 + $700.00, subject to the maximum return at maturity of $500.00

= $1,500.00

Because the underlying index appreciated by 70.00% from its initial index level to its hypothetical final index level and the note
return amount of $700.00 results in a total return at maturity of 70.00%, which is greater than the maximum return at maturity of
50.00%, your total return at maturity in this scenario would equal the maximum return at maturity of 50.00%. In this scenario, an
investment in the notes would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of
the underlying index without a maximum return at maturity.

Ex a m ple 3 --Pa r Sc e na rio. The hypothetical final index level is 1,859.30 (an approximately 10.00% decrease from the initial
index level), which is le ss t ha n the initial index level.

Payment at maturity per note = $1,000 + the note return amount

= $1,000 + $0

= $1,000

Because the underlying index depreciated from its initial index level to its hypothetical final index level, the payment at maturity per
note would equal the $1,000 stated principal amount per note.

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 the underlying 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 EA-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
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10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to our business more generally.

?
Y ou m a y not re c e ive a ny re t urn on your inve st m e nt in t he not e s. You will receive a positive return on your
investment in the notes only if the underlying index appreciates from the initial index level to the final index level. If the final
index level is equal to or less than the initial index level, you will receive only the stated principal amount of $1,000 for each
note you hold at maturity. As the notes do not pay any interest, even if the underlying index appreciates from the initial index
level to the final index level, there is no assurance that your total return at maturity on the notes will be as great as could have
been achieved on conventional debt securities of ours of comparable maturity.

?
T he not e s do not pa y int e re st . Unlike conventional debt securities, the notes do not pay interest or any other amounts
prior to maturity. You should not invest in the notes if you seek current income during the term of the notes.

October 2015
PS-3
Citigroup Inc.
Market-Linked Notes Based on the S&P 500® Index Due November 1, 2022

?
Y our pot e nt ia l re t urn on t he not e s is lim it e d. Your potential total return on the notes at maturity is limited to the
maximum return at maturity of 50.00%, which is equivalent to a maximum return at maturity of $500.00 per note. Any increase
in the final index level over the initial index level by more than 50.00% will not increase your return on the notes.

?
Alt hough t he not e s provide for t he re pa ym e nt of t he st a t e d princ ipa l a m ount a t m a t urit y, you m a y
ne ve rt he le ss suffe r a loss on your inve st m e nt in re a l va lue t e rm s if t he unde rlying inde x de c line s or
doe s not a ppre c ia t e suffic ie nt ly from t he init ia l inde x le ve l t o t he fina l inde x le ve l. This is because inflation
may cause the real value of the stated principal amount to be less at maturity than it is at the time you invest, and because an
investment in the notes represents a forgone opportunity to invest in an alternative asset that does generate a positive real
return. This potential loss in real value terms is significant given the 7-year term of the notes. You should carefully consider
whether an investment that may not provide for any return on your investment, or may provide a return that is lower than the
return on alternative investments, is appropriate for you.

?
I nve st ing in t he not e s is not e quiva le nt t o inve st ing in t he unde rlying inde x or t he st oc k s t ha t c onst it ut e
t he unde rlying inde x . You will not have voting rights, rights to receive dividends or other distributions or any other rights
with respect to the stocks that constitute the underlying index. As of October 27, 2015, the average dividend yield of the
underlying index was approximately 2.10% per year. While it is impossible to know the future dividend yield of the underlying
index, if this average dividend yield were to remain constant for the term of the notes, you would be forgoing an aggregate yield
of approximately 14.70% (assuming no reinvestment of dividends) by investing in the notes instead of investing directly in the
stocks that constitute the underlying index or in another investment linked to the underlying index that provides for a pass-
through of dividends. The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield
over the term of the notes. If the underlying index appreciates, this lost dividend yield will cause the notes to underperform an
alternative investment providing for a pass-through of dividends and 1-to-1 exposure to the performance of the underlying
index.

?
Y our pa ym e nt a t m a t urit y de pe nds on t he c losing le ve l of t he unde rlying inde x on a single da y. Because
your payment at maturity depends on the closing level of the underlying index solely on the valuation date, you are subject to
the risk that the closing level of the underlying index on that day may be lower, and possibly significantly lower, than on one or
more other dates during the term of the notes. If you had invested in another instrument linked to the underlying index that you
could sell for full value at a time selected by you, or if the payment at maturity were based on an average of closing levels of
the underlying index, you might have achieved better returns.

?
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.

?
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
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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.

?
Sa le of t he not e s prior t o m a t urit y 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. The
value of the notes may fluctuate during the term of the notes, and if you are able to sell your notes prior to maturity, you may
receive less than the full stated principal amount of your notes.

?
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
and other fees 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 underlying
index, dividend yields on the stocks that constitute the underlying index and interest rates. CGMI's views on these inputs may
differ from your or others' views,

October 2015
PS-4
Citigroup Inc.
Market-Linked Notes Based on the S&P 500® Index Due November 1, 2022

and as an underwriter in this offering, CGMI's interests may conflict with yours. Both the models and the inputs to the models
may prove to be wrong and therefore not an accurate reflection of the value of the notes. Moreover, the estimated value of the
notes set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine
for the notes for other purposes, including for accounting purposes. You should not invest in the notes because of the
estimated value of the notes. Instead, you should be willing to hold the notes to maturity irrespective of the initial estimated
value.

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

?
T he e st im a t e d va lue of t he not e s is not a n indic a t ion of t he pric e , if a ny, a t w hic h CGM I or a ny ot he r
pe rson m a y be w illing t o buy t he not e s from you in t he se c onda ry m a rk e t . Any such secondary market price will
fluctuate over the term of the notes based on the market and other factors described in the next risk factor. Moreover, unlike
the estimated value included in this pricing supplement, any value of the notes determined for purposes of a secondary market
transaction will be based on our secondary market rate, which will likely result in a lower value for the notes than if our internal
funding rate were used. In addition, any secondary market price for the notes will be reduced by a bid-ask spread, which may
vary depending on the aggregate stated principal amount of the notes to be purchased in the secondary market transaction,
and the expected cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the
notes will be less than the issue price.

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?
T he va lue of t he not e s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors. The value of
your notes prior to maturity will fluctuate based on the level and volatility of the underlying index and a number of other factors,
including the price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that
constitute the underlying index, interest rates generally, the time remaining to maturity and our creditworthiness, as reflected in
our secondary market rate. You should understand that the value of your notes at any time prior to maturity may be
significantly less than the issue price.

?
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 of t he unde rlying inde x . The fact that we
are offering the notes does not mean that we believe that investing in an instrument linked to the underlying index is likely to
achieve favorable returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including
short positions) in the stocks that constitute the underlying index or in instruments related to the underlying index or such
stocks, and may publish research or express opinions, that in each case are inconsistent with an investment linked to the
underlying index. These and other activities of our affiliates may affect the level of the underlying index in a way that has a
negative impact on your interests as a holder of the notes.

?
T he le ve l of t he unde rlying inde x m a y be a dve rse ly a ffe c t e d by our or our a ffilia t e s' he dging a nd ot he r
t ra ding a c t ivit ie s. We have hedged our obligations under the notes through CGMI or other of our affiliates, who have taken
positions directly in the stocks that constitute the underlying index and other financial instruments related to the underlying
index or such stocks and may adjust such positions during the term of the notes. Our affiliates also trade the stocks that
constitute the underlying index and other financial instruments related to the underlying index or such stocks on a regular basis
(taking long or short positions or both), for their accounts, for other accounts under their management or to facilitate
transactions on behalf of customers. These activities could affect the level of the underlying index in a way that negatively
affects the value of the notes. They could also result in substantial returns for us or our affiliates while the value of the notes
declines.

?
We a nd our a ffilia t e s m a y ha ve e c onom ic int e re st s t ha t a re a dve rse t o yours a s a re sult of our a ffilia t e s'
busine ss a c t ivit ie s. Our affiliates may currently or from time to time engage in business with the issuers of the stocks that
constitute the underlying index, including extending loans to, making equity investments in or providing advisory services to
such issuers. In the course of this business, we or our affiliates may acquire non-public information about such issuers, which
we will not disclose to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any
remedies against such issuer that are available to them without regard to your interests.

October 2015
PS-5
Citigroup Inc.
Market-Linked Notes Based on the S&P 500® Index Due November 1, 2022

?
T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of ours, 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, such as market disruption events or the discontinuance of the underlying index, CGMI, as
calculation agent, will be required to make discretionary judgments that could significantly affect your payment at maturity. In
making these judgments, the calculation agent's interests as an affiliate of ours could be adverse to your interests as a holder
of the notes.

?
Adjust m e nt s t o t he unde rlying inde x m a y a ffe c t t he va lue of your not e s. S&P Dow Jones Indices LLC (the
"underlying index publisher") may add, delete or substitute the stocks that constitute the underlying index or make other
methodological changes that could affect the level of the underlying index. The underlying index publisher may discontinue or
suspend calculation or publication of the underlying index at any time without regard to your interests as holders of the notes.

Information About the Underlying Index

The S&P 500® Index consists of 500 common stocks selected to provide a performance benchmark for the large capitalization
segment of the U.S. equity markets. It is calculated and maintained by S&P Dow Jones Indices LLC. The S&P 500® Index is
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reported by Bloomberg L.P. under the ticker symbol "SPX."

"Standard & Poor's," "S&P" and "S&P 500®" are trademarks of Standard & Poor's Financial Services LLC and have been licensed
for use by Citigroup Inc. and its affiliates. For more information, see "Equity Index Descriptions--S&P 500® Index--License
Agreement" in the accompanying underlying supplement. Please refer to the sections "Risk Factors" and "Equity Index Descriptions
--S&P 500® Index" in the accompanying underlying supplement for important disclosures regarding the underlying index, including
certain risks that are associated with an investment linked to the underlying index.

Historical Information

The closing level of the underlying index on October 27, 2015 was 2,065.89.

The graph below shows the closing levels of the underlying index for each day such level was available from January 4, 2010 to
October 27, 2015. We obtained the closing levels from Bloomberg L.P., without independent verification. You should not take the
historical levels of the underlying index as an indication of future performance.

S& P 5 0 0 ® I nde x H ist oric a l Closing Le ve ls
J a nua ry 4 , 2 0 1 0 t o Oc t obe r 2 7 , 2 0 1 5

October 2015
PS-6
Citigroup Inc.
Market-Linked Notes Based on the S&P 500® Index Due November 1, 2022

United States Federal Tax Considerations

In the opinion of our tax counsel, Davis Polk & Wardwell LLP, based on current market conditions, the notes should be treated as
"contingent payment debt instruments" for U.S. federal income tax purposes, as described in the section of the accompanying
product supplement called "United States Federal Tax Considerations--Tax Consequences to U.S. Holders--Notes Treated as
Contingent Payment Debt Instruments," and the remaining discussion is based on this treatment. If you are a U.S. Holder, you will
be required to recognize interest income during the term of the notes 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
the amount and timing of which would produce a yield to maturity on the notes equal to the comparable yield. Assuming you hold
the notes until their maturity, the amount of interest you include in income based on the comparable yield in the taxable year in
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which the notes mature will be adjusted upward or downward to reflect the difference, if any, between the actual and projected
payment on the notes at maturity as determined under the projected payment schedule. However, special rules may apply if the
payment at maturity on the notes is treated as becoming fixed prior to maturity. See "United States Federal Tax Considerations--
Tax Consequences to U.S. Holders--Notes Treated as Contingent Payment Debt Instruments" in the accompanying product
supplement for a more detailed discussion of the special rules.

Upon the sale, exchange or retirement of the notes prior to 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 previously included in income on the notes. Any gain generally will be treated as
ordinary income, and any loss generally will be treated as ordinary loss to the extent of prior interest inclusions on the note and as
capital loss thereafter.

We have determined that the comparable yield for a note is a rate of 2.968%, compounded semi-annually, and that the projected
payment schedule with respect to a note consists of a single payment of $1,229.213 at maturity. The following table states the
amount of interest (without taking into account any adjustment to reflect the difference, if any, between the actual and the projected
amount of the contingent payment on a note) that will be deemed to have accrued with respect to a note for each accrual period
(assuming a day count convention of 30 days per month and 360 days per year), based upon the comparable yield set forth above:

T OT AL OI D DEEM ED
OI D DEEM ED T O
T O H AV E ACCRU ED
ACCRU E DU RI N G
FROM I SSU E DAT E
ACCRU AL
(PER N OT E) AS OF
PERI OD (PER
EN D OF ACCRU AL
ACCRU AL PERI OD
N OT E)
PERI OD
Issue date through December 31, 2015
$4.947
$4.947
January 1, 2016 through June 30, 2016
$14.914
$19.861
July 1, 2016 through December 31, 2016
$15.136
$34.997
January 1, 2017 through June 30, 2017
$15.360
$50.357
July 1, 2017 through December 31, 2017
$15.588
$65.945
January 1, 2018 through June 30, 2018
$15.819
$81.764
July 1, 2018 through December 31, 2018
$16.054
$97.819
January 1, 2019 through June 30, 2019
$16.293
$114.111
July 1, 2019 through December 31, 2019
$16.534
$130.646
January 1, 2020 through June 30, 2020
$16.780
$147.425
July 1, 2020 through December 31, 2020
$17.029
$164.454
January 1, 2021 through June 30, 2021
$17.281
$181.735
July 1, 2021 through December 31, 2021
$17.538
$199.273
January 1, 2022 through June 30, 2022
$17.798
$217.071
July 1, 2022 through maturity date
$12.142
$229.213

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 t ha t w e w ill pa y on t he not e s.

Subject to the discussion below, if you are a Non-U.S. Holder (as defined in the accompanying product supplement) of the notes,
under current law you generally will not be subject to U.S. federal withholding or income tax in respect of any payment on or any
amount received on the sale, exchange 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
product supplement for a more detailed discussion of the rules applicable to Non-U.S. Holders of the notes.

October 2015
PS-7
Citigroup Inc.
Market-Linked Notes Based on the S&P 500® Index Due November 1, 2022
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The U.S. Treasury Department recently finalized the regulations referred to in "United States Federal Tax Considerations--Tax
Consequences to Non-U.S. Holders--Possible Application of Section 871(m) of the Code" in the accompanying product
supplement, which require withholding on certain "dividend equivalent" payments to non-U.S. persons. Based on the effective date
in the final regulations, those regulations will not apply to the notes assuming there is no significant modification to the notes' terms
that results in a deemed exchange of the notes for U.S. federal income tax purposes.

As discussed in the section of the accompanying product 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
produc t 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 $35.00 for each $1,000 note sold in this offering (or up to $5.00 per note in the case of sales to fee-based
advisory accounts). From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI and their financial advisors
collectively a fixed selling concession of $30.00 for each $1,000 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 $1,000 note they sell to fee-based advisory accounts. CGMI will also pay Infinex Investments,
Inc., a registered broker-dealer, a fee of $5.00 per note with respect to certain notes sold in this offering in consideration of its role
in providing marketing and education services with respect to financial advisors.

CGMI is an affiliate of ours. Accordingly, this offering will conform with the requirements addressing conflicts of interest when
distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry Regulatory Authority. Client accounts over
which Citigroup Inc. or its subsidiaries have investment discretion will not be permitted to purchase the notes, either directly or
indirectly, without the prior written consent of the client.

See "Plan of Distribution; Conflicts of Interest" in the accompanying product supplement and "Plan of Distribution" in each of the
accompanying prospectus supplement and prospectus for additional information.

A portion of the net proceeds from the sale of the notes will be used to hedge our obligations under the notes. We have hedged
our obligations under the notes through CGMI or other of our affiliates. CGMI or such other of our affiliates may profit from this
hedging activity even if the value of the notes declines. This hedging activity could affect the closing level of the underlying index
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
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Document Outline

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