Bond CitiCorp 2.25% ( US17298CJ255 ) in USD

CitiCorp

100 % ▲

United States

US17298CJ255 ( in USD )

2.25% per year ( payment 2 times a year)

27/02/2023 - Bond has expired

Prospectus brochure of the bond Citigroup US17298CJ255 in USD 2.25%, expired

1 000 USD

30 000 000 USD

17298CJ25

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

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 US17298CJ255, pays a coupon of 2.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/02/2023

The Bond issued by CitiCorp ( United States ) , in USD, with the ISIN code US17298CJ255, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by CitiCorp ( United States ) , in USD, with the ISIN code US17298CJ255, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 dp121999_424b2-321.htm PRICING SUPPLEMENT
Citigroup Inc.
February 24, 2020
Medium-Term Senior Notes,
Series G
Pricing Supplement No. 2020-
CMTNG1075
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-
224495
Non-Cal able Fixed to Floating Rate Notes Due February 27, 2023
·
The notes wil pay interest at a fixed rate during an initial fixed rate period and, thereafter, wil bear interest at a floating
rate based on the 3-month U.S. dol ar LIBOR plus the spread specified below, subject to a minimum interest rate of
0.32%. After the initial fixed rate period, interest payments on the notes wil vary and may be paid at a rate as low as
0.32% per annum.
·
The notes are unsecured senior debt obligations of Citigroup Inc. All payments due on the notes are subject to the
credit risk of Citigroup Inc.
·
There is uncertainty about the future of 3-month U.S. dol ar LIBOR. The amount of interest payable on the notes wil
be calculated using a substitute or successor rate selected by the issuer (or one of its affiliates), which may be subject
to adjustment, if 3-month U.S. dol ar LIBOR is discontinued. See "Risk Factors" and "Determination of 3-month U.S.
Dol ar LIBOR" in this pricing supplement.
·
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.
KEY TERMS
Issuer:
Citigroup Inc. Upon at least 15 business days' notice, any whol y owned subsidiary of
Citigroup Inc. may, without the consent of any holder of the notes, assume Citigroup
Inc.'s obligations under the notes, and in such event Citigroup Inc. shal be released
from its obligations under the notes, subject to certain conditions, including the condition
that Citigroup Inc. ful y and unconditional y guarantee al payments under the
notes. See "Additional Terms of the Notes" in this pricing supplement.
Stated principal amount:
$1,000 per note
Aggregate stated principal
$30,000,000
amount:
Pricing date:
February 24, 2020
Original issue date:
February 27, 2020. See "General Information--Supplemental information regarding plan
of distribution; conflicts of interest" in this pricing supplement.
Maturity date:
February 27, 2023. If the maturity date is not a business day, then the payment required
to be made on the maturity date wil 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 wil accrue as a result of delayed payment.
Principal due at maturity:
Ful principal amount due at maturity
Payment at maturity:
$1,000 per note plus any accrued and unpaid interest
Initial fixed rate period:
The period from and including the issue date to but excluding August 27, 2020
Floating rate period:
The period from and including August 27, 2020 to but excluding the maturity date
Interest rate per annum:
· For each interest period during the initial fixed rate period, the notes wil bear
interest at a fixed rate of 2.25% per annum
· For each interest period during the floating rate period, the notes wil bear interest at
a floating rate equal to 3-month U.S. dol ar LIBOR determined on the second
London business day prior to the first day of the applicable interest period plus a
spread of 0.32% per annum, subject to a minimum interest rate of 0.32% per annum
for any interest period
Interest period:
Each three-month period from and including an interest payment date (or the original
issue date, in the case of the first interest period) to but excluding the next interest
payment date
Interest payment dates:
Interest on the notes is payable quarterly on the 27th day of each February, May, August
and November, beginning on May 27, 2020 and ending on the maturity date. If any
interest payment date is not a business day, then the payment required to be made on
that interest payment date wil be made on the next succeeding business day with the
same force and effect as if it had been made on that interest payment date. No
additional interest wil accrue as a result of delayed payment.
Day count convention:
30/360 Unadjusted. See "Determination of Interest Payments" in this pricing
supplement.
Business day:
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on
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which banking institutions are authorized or obligated by law or executive order to close
Business day convention:
Fol owing
CUSIP / ISIN:
17298CJ25 / US17298CJ255
Listing:
The notes wil 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 wil ing to hold
them to maturity.
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal. See
"General Information--Supplemental information regarding plan of distribution; conflicts
of interest" in this pricing supplement.
Underwriting fee and issue
price:
Issue price(1)
Underwriting fee(2)
Proceeds to issuer
Per note:
$1,000.00
$2.20
$997.80
Total:
$30,000,000.00
$66,000.00
$29,934,000.00
(1) The issue price for eligible institutional investors and investors purchasing the notes in fee-based advisory accounts wil
vary based on then-current market conditions and the negotiated price determined at the time of each sale; provided,
however, that the issue price for such investors wil not be less than $997.80 per note and wil not be more than $1,000 per
note. The issue price for such investors reflects a forgone sel ing concession or underwriting fee with respect to such sales
as described in footnote (2) below. See "General Information--Fees and sel ing concessions" in this pricing supplement.
(2) CGMI wil receive an underwriting fee of up to $2.20 per note, and from such underwriting fee wil al ow selected
dealers a sel ing concession of up to $2.20 per note depending on market conditions that are relevant to the value of the
notes at the time an order to purchase the notes is submitted to CGMI. Dealers who purchase the notes for sales to
eligible institutional investors and/or to investors purchasing the notes in fee-based advisory accounts may forgo some or
al sel ing concessions, and CGMI may forgo some or al of the underwriting fee for sales it makes to investors purchasing
the notes in fee-based advisory accounts. The per note underwriting fee in the table above represents the maximum
underwriting fee payable per note. The total underwriting fee and proceeds to issuer in the table above give effect to the
actual total proceeds to issuer. You should refer to "Risk Factors" and "General Information--Fees and sel ing
concessions" in this pricing supplement for more information. In addition to the underwriting fee, CGMI and its affiliates
may profit from hedging activity related to this offering, even if the value of the notes declines. See "Use of Proceeds and
Hedging" in the accompanying prospectus.
Investing in the notes involves risks not associated with an investment in conventional fixed
rate debt securities. See "Risk Factors" beginning on page PS-2.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined that this pricing supplement and the accompanying prospectus
supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying prospectus supplement and
prospectus, which can be accessed via the hyperlink below:
Prospectus Supplement dated July 11, 2019 and Prospectus dated June 27, 2019
The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

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Citigroup Inc.

Risk Factors

The fol owing 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 accompanying prospectus supplement and in the documents
incorporated by reference in the accompanying prospectus, including Citigroup Inc.'s 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 general y.
We also urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment
in the notes.

§
The amount of interest payable on the notes will vary. The notes differ from conventional fixed-rate debt securities
in that the interest payable on the notes wil vary after the initial fixed rate period based on the level of 3-month U.S.
dol ar LIBOR and may be as low as 0.32%. The per annum interest rate that is determined on the relevant interest
determination date wil apply to the entire interest period fol owing that interest determination date, even if 3-month
U.S. dol ar LIBOR increases during that interest period, but is applicable only to that interest period; interest payments
for any other interest period wil vary.

§
The yield on the notes may be lower than the yield on a conventional fixed-rate debt security of ours of
comparable maturity. During the initial fixed rate period, the notes wil bear interest at a per annum rate of 2.25%.
After the initial fixed rate period, the interest rate applicable to the notes wil vary based on the level of 3-month U.S.
dol ar LIBOR, and may be as low as 0.08% on each interest payment date. As a result, the effective yield on your
notes may be less than that which would be payable on a conventional fixed-rate, non-cal able debt security of ours of
comparable maturity.

§
The notes are subject to the credit risk of Citigroup Inc., and any actual or anticipated changes to its credit
ratings or credit spreads may adversely affect the value of the notes. 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 al of your investment. As a result, the value of the notes wil 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.

§
The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity.
The notes wil 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 wil be determined in
CGMI's sole discretion, taking into account prevailing market conditions and other relevant factors, and wil not be a
representation by CGMI that the notes can be sold at that price or at al . 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 al for the notes because it is likely that CGMI wil
be the only broker-dealer that is wil ing to buy your notes prior to maturity. Accordingly, an investor must be prepared to
hold the notes until maturity.

§
Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be
indicated on any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary
upward adjustment. The amount of this temporary upward adjustment wil steadily decline to zero over the temporary
adjustment period. See "General Information--Temporary adjustment period" in this pricing supplement.

§
Secondary market sales of the notes may result in a loss of principal. You wil be entitled to receive at least the
ful stated principal amount of your notes, subject to the credit risk of Citigroup Inc., only if you hold the notes to
maturity. If you are able to sel your notes in the secondary market prior to maturity, you are likely to receive less than
the stated principal amount of the notes.

§
The inclusion of underwriting fees and projected profit from hedging in the issue price is likely to adversely
affect secondary market prices. Assuming no changes in market conditions or other relevant factors, the price, if
any, at which CGMI may be wil ing to purchase the notes in secondary market transactions wil 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 wel as the cost of hedging our obligations under the notes. The cost of hedging
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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.

§
The price at which you may be able to sell your notes prior to maturity will depend on a number of factors and
may be substantially less than the amount you originally invest. A number of factors wil influence the value of the
notes in any secondary market that may develop and the price at which CGMI may be wil ing to purchase the notes in
any such secondary market, including: the level and volatility of 3-month U.S. dol ar LIBOR, interest rates in the
market, the time remaining to maturity of the notes, hedging activities by our affiliates, fees and projected hedging fees
and profits and any actual or anticipated changes in the credit ratings, financial condition and results of Citigroup Inc.
The value of the notes wil vary and is likely to be less than the issue price at any time prior to maturity, and sale of the
notes prior to maturity may result in a loss.

§
The calculation agent, which is an affiliate of the issuer, will make determinations with respect to the notes.
Citibank, N.A., the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citibank, N.A. wil
determine, among other things, the level of 3-month U.S. dol ar LIBOR and wil calculate the interest payable to you on
each interest payment date. Any of these determinations or calculations made by Citibank, N.A. in its capacity as
calculation agent, including with respect to the calculation

PS-2

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Citigroup Inc.

of the level of 3-month U.S. dol ar LIBOR in the event of the unavailability of the level of 3-month U.S. dol ar LIBOR,
may adversely affect the amount of one or more interest payments to you.

§
Hedging and trading activity by Citigroup Inc. could result in a conflict of interest. One or more of our affiliates
have entered into hedging transactions. This hedging activity involves trading in instruments, such as options, swaps
or futures, based upon 3-month U.S. dol ar LIBOR. This hedging activity may present a conflict between your interest
in the notes and the interests our affiliates have in executing, maintaining and adjusting their hedge transactions
because it could affect the price at which our affiliate CGMI may be wil ing to purchase your notes in the secondary
market. Because hedging our obligations under the notes involves risk and may be influenced by a number of factors,
it is possible that our affiliates may profit from the expected hedging activity, even if the value of the notes declines.

§
3-month U.S. dollar LIBOR may be discontinued or reformed, which may adversely affect the value of and
return on the notes.

3-month U.S. dol ar LIBOR is deemed to be a "benchmark" and is the subject of ongoing national and international
regulatory scrutiny and reform. Some of these reforms are already effective, while others are stil to be implemented or
formulated. These reforms may cause 3-month U.S. dol ar LIBOR to perform differently than it performed in the past or
to be discontinued entirely and may have other consequences that cannot be predicted. Any such consequences
could adversely affect the value of and return on any securities, such as the notes, that refer, or are linked, to 3-month
U.S. dol ar LIBOR to calculate payments due on those debt securities.

Any of the international, national or other proposals for reform or the general increased regulatory scrutiny of
"benchmarks" could increase the costs and risks of administering or otherwise participating in the setting of a
"benchmark" and complying with any such regulations or requirements. Such factors may have the effect of
discouraging market participants from continuing to administer or contribute to certain "benchmarks", trigger changes
in the rules or methodologies used in certain "benchmarks" or lead to the discontinuance or unavailability of quotes of
certain "benchmarks", including 3-month U.S. dol ar LIBOR.

If 3-month U.S. dol ar LIBOR is discontinued or is no longer quoted, an alternative rate wil be substituted for 3-month
U.S. dol ar LIBOR as described in "Determination of 3-month U.S. Dol ar LIBOR" in this pricing supplement. The
alternative rate may result in a return on the notes that is lower than or that does not otherwise correlate over time with
the return that would have been realized if 3-month U.S. dol ar LIBOR was available in its current form.

§
Payments on the notes will be calculated using a benchmark replacement selected by the issuer if a
benchmark transition event occurs.

As described in detail in the section "Determination of 3-month U.S. Dol ar LIBOR" in this pricing supplement (the
"benchmark transition provisions"), if during the term of the notes, the issuer (or an affiliate) determines that a
benchmark transition event and its related benchmark replacement date have occurred with respect to 3-month U.S.
dol ar LIBOR, the issuer (or such affiliate) in its sole discretion wil select a benchmark replacement to be substituted
for 3-month U.S. dol ar LIBOR in accordance with the benchmark transition provisions. The benchmark replacement
wil include a spread adjustment and technical, administrative or operational changes described in the benchmark
transition provisions may be made to the terms of the notes if the issuer (or such affiliate) determines in its sole
discretion they are required.

The interests of the issuer (or its affiliate) in making the determinations described above may be adverse to your
interests as a holder of the notes. The selection of a benchmark replacement, and any decisions made by the issuer
(or such affiliate) in connection with implementing a benchmark replacement with respect to the notes, could adversely
affect the return on and value of the notes. Further, there is no assurance that the characteristics of any benchmark
replacement wil be similar to 3-month U.S. dol ar LIBOR or that any benchmark replacement wil produce the
economic equivalent of 3-month U.S. dol ar LIBOR.

§
The secured overnight financing rate ("SOFR") is a relatively new market index and as the related market
continues to develop, there may be an adverse effect on the return on or value of the notes.

Under the benchmark transition provisions, if a benchmark transition event and its related benchmark replacement
date occur with respect to 3-month U.S. dol ar LIBOR, then an alternative rate based on SOFR (if it can be determined
as of the benchmark replacement date, and assuming no interpolated benchmark is available) wil be substituted for 3-
month U.S. dol ar LIBOR for al purposes of the notes (unless a benchmark transition event and its related benchmark
replacement date also occur with respect to the benchmark replacements that are linked to SOFR, in which case the
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next-available benchmark replacement wil be used). In the fol owing discussion of SOFR, when we refer to SOFR-
linked debt securities, we mean the notes at any time when the applicable benchmark replacement is based on SOFR.

The benchmark replacements specified in the benchmark transition provisions include term SOFR, a forward-looking
term rate which wil be based on the secured overnight financing rate. Term SOFR is currently being developed under
the sponsorship of Federal Reserve Bank of New York (the "NY Federal Reserve"), and there is no assurance that the
development of term SOFR wil be completed. If a benchmark transition event and its related benchmark replacement
date occur with respect to 3-month U.S. dol ar LIBOR and, at that time, a form of term SOFR has not been selected or
recommended by the Federal Reserve Board, the NY Federal Reserve, a committee thereof or successor thereto,
then the next-available benchmark replacement under the benchmark transition provisions wil be substituted for 3-
month U.S. dol ar LIBOR for purposes of al subsequent determinations (unless a benchmark transition event and its
related benchmark replacement date occur with respect to that next-available benchmark replacement).

PS-3

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These replacement rates and adjustments may be selected or formulated by (i) the relevant governmental body (such
as the alternative reference rates committee of the NY Federal Reserve), (i ) the International Swaps and Derivatives
Association, Inc., or (i i) in certain circumstances, the issuer (or one of its affiliates). In addition, the benchmark
transition provisions expressly authorize the issuer (or one of its affiliates) to make benchmark replacement conforming
changes with respect to, among other things, the timing and frequency of determining rates and making payments.
The application of a benchmark replacement and benchmark replacement adjustment, and any implementation of
benchmark replacement conforming changes, could result in adverse consequences to the return on and value of the
notes. Further, there is no assurance that the characteristics of any benchmark replacement wil be similar to the then-
current benchmark that it is replacing, or that any benchmark replacement wil produce the economic equivalent of the
then-current benchmark that it is replacing.

The NY Federal Reserve began to publish SOFR in April 2018. Although the NY Federal Reserve has also begun
publishing historical indicative SOFR going back to 2014, such prepublication historical data inherently involves
assumptions, estimates and approximations. You should not rely on any historical changes or trends in SOFR as an
indicator of the future performance of SOFR. Since the initial publication of SOFR, daily changes in the rate have, on
occasion, been more volatile than daily changes in comparable benchmark or market rates. As a result, the return on
and value of SOFR-linked debt securities may fluctuate more than debt securities that are linked to less volatile rates.

Also, since SOFR is a relatively new market index, SOFR-linked debt securities likely wil have no established trading
market, and an established trading market may never develop or may not be very liquid. Market terms for debt
securities indexed to SOFR, such as the spread over SOFR, may evolve over time, and trading prices of the notes
may be lower than those of later-issued SOFR-linked debt securities as a result. Similarly, if SOFR does not prove to
be widely used in securities like the notes, the trading price of the notes may be lower than those of debt securities
linked to rates that are more widely used. Debt securities indexed to SOFR may not be able to be sold or may not be
able to be sold at prices that wil provide a yield comparable to similar investments that have a developed secondary
market, and may consequently suffer from increased pricing volatility and market risk.

The NY Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to important limitations,
indemnification obligations and disclaimers, including that the NY Federal Reserve may alter the methods of
calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice. There can
be no guarantee that SOFR wil not be discontinued or fundamental y altered in a manner that is material y adverse to
you. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance
may adversely affect the return on and value of the notes.

§
The historical performance of 3-month U.S. dollar LIBOR is not an indication of its future performance. The
historical performance of 3-month U.S. dol ar LIBOR, which is included in this pricing supplement, should not be taken
as an indication of the future performance of 3-month U.S. dol ar LIBOR during the term of the notes. Changes in the
level of 3-month U.S. dol ar LIBOR wil affect the value of the notes, but it is impossible to predict whether the level of
3-month U.S. dol ar LIBOR wil rise or fal .

§
You will have no rights against the publisher of 3-month U.S. dollar LIBOR. You wil have no rights against the
publisher of 3-month U.S. dol ar LIBOR even though the amount you receive on each interest payment date after the
initial fixed rate period wil depend upon the level of 3-month U.S. dol ar LIBOR. The publisher of 3-month U.S. dol ar
LIBOR is not in any way involved in this offering and has no obligations relating to the notes or the holders of the
notes.

§
The U.S. federal tax consequences of an assumption of the notes are unclear. The notes may be assumed by a
successor issuer, as discussed in "Additional Terms of the Notes." The law regarding whether or not such an
assumption would be considered a taxable modification of the notes is not entirely clear and, if the Internal Revenue
Service (the "IRS") were to treat the assumption as a taxable modification, a U.S. Holder would general y be required
to recognize gain (if any) on the notes and the timing and character of income recognized with respect to the notes
after the assumption could be affected significantly. You should read careful y the discussion under "United States
Federal Income Tax Considerations" in this pricing supplement. You should also consult your tax adviser regarding the
U.S. federal tax consequences of an assumption of the notes.

Additional Terms of the Notes

The notes are intended to qualify as eligible debt securities for purposes of the Federal Reserve's total loss-absorbing
capacity ("TLAC") rule. As a result, in the event of a Citigroup Inc. bankruptcy, Citigroup Inc.'s losses and any losses
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incurred by its subsidiaries would be imposed first on Citigroup Inc.'s shareholders and then on its unsecured creditors,
including the holders of the notes. Further, in a bankruptcy proceeding of Citigroup Inc. any value realized by holders of the
notes may not be sufficient to repay the amounts owed on the notes. For more information about the consequences of
"TLAC" on the notes, you should refer to the "Citigroup Inc." section beginning on page 10 of the accompanying
prospectus.

Upon at least 15 business days' notice, any whol y owned subsidiary (the "successor issuer") of Citigroup Inc. may, without
the consent of any holder of the notes, assume al of Citigroup Inc.'s obligations under the notes, and in such event
Citigroup Inc. shal be released from its obligations under the notes (in each case, except as described below), subject to
the fol owing conditions:

(a) Citigroup Inc. shal enter into a supplemental indenture under which Citigroup Inc. ful y and unconditional y
guarantees al payments on the notes when due, agrees to comply with the covenants described in the section
"Description of Debt Securities--Covenants--Limitations on Liens" and "--Limitations on Mergers and Sales of
Assets" in the accompanying prospectus as applied to itself and retains certain reporting obligations under the
indenture;

PS-4

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(b) the successor issuer shal be organized under the laws of the United States of America, any State thereof or the
District of Columbia; and

(c) immediately after giving effect to such assumption of obligations, no default or event of default shal have occurred
and be continuing.

Upon any such assumption, the successor issuer shal succeed to and be substituted for, and may exercise every right and
power of, Citigroup Inc. under the notes with the same effect as if such successor issuer had been named as the original
issuer of the notes, and Citigroup Inc. shal be relieved from al obligations and covenants under the notes, except that
Citigroup Inc. shal have the obligations described in clause (a) above. For the avoidance of doubt, the successor issuer
shal not be responsible for Citigroup Inc.'s compliance with the covenants described in clause (a) above.

If a successor issuer assumes the obligations of Citigroup Inc. under the notes as described above, events of bankruptcy
or insolvency or resolution proceedings relating to Citigroup Inc. wil not constitute an event of default with respect to the
notes, nor wil any breach of a covenant by Citigroup Inc. (other than payment default). Therefore, if a successor issuer
assumes the obligations of Citigroup Inc. under the notes as described above, events of bankruptcy or insolvency or
resolution proceedings relating to Citigroup Inc. (in the absence of any such event occurring with respect to the successor
issuer) wil not give holders the right to declare the notes to be due and payable, and a breach of a covenant by Citigroup
Inc. (including the covenants described in the section "Description of Debt Securities--Covenants--Limitations on Liens"
and "--Limitations on Mergers and Sales of Assets" in the accompanying prospectus), other than payment default, wil not
give holders the right to declare the notes to be due and payable. Furthermore, if a successor issuer assumes the
obligations of Citigroup Inc. under the notes as described above, it wil not be an event of default under the notes if the
guarantee of the notes by Citigroup Inc. ceases to be in ful force and effect or if Citigroup Inc. repudiates the guarantee.

There are no restrictions on which subsidiary of Citigroup Inc. may be a successor issuer other than as specifical y set
forth above. The successor issuer may be less creditworthy than Citigroup Inc. and/or may have no or nominal assets. If
Citigroup Inc. is resolved in bankruptcy, insolvency or other resolution proceedings and the notes are not
contemporaneously declared due and payable, and if the successor issuer is subsequently resolved in later bankruptcy,
insolvency or other resolution proceedings, the value you receive on the notes may be significantly less than what you
would have received had the notes been declared due and payable immediately upon certain events of bankruptcy or
insolvency or resolution proceedings relating to Citigroup Inc. or the breach of a covenant by Citigroup Inc.

The notes are "specified securities" for purposes of the indenture. The terms set forth above do not apply to al securities
issued under the indenture, but only to the notes offered by this pricing supplement (and similar terms may apply to other
securities issued by Citigroup Inc. that are identified as "specified securities" in the applicable pricing supplement).

You should read careful y the discussion of U.S. federal tax consequences of any such assumption under "United States
Federal Tax Considerations" in this pricing supplement.

PS-5

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Citigroup Inc.

General Information
Temporary adjustment
For a period of approximately three months fol owing issuance of the notes, the price, if
period:
any, at which CGMI would be wil ing to buy the notes from investors, and the value that
wil 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), wil 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 wil decline to zero on a
straight-line basis over the three-month temporary adjustment period. However, CGMI is
not obligated to buy the notes from investors at any time. See "Risk Factors--The notes
wil not be listed on any securities exchange and you may not be able to sel them prior to
maturity."
U.S. federal income tax
In the opinion of our counsel, Davis Polk & Wardwel LLP, the notes should be treated as
considerations:
"variable rate debt instruments" that provide for a single fixed rate fol owed by a qualified
floating rate ("QFR") for U.S. federal income tax purposes.

Under the Treasury Regulations applicable to variable rate debt instruments, in order to
determine the amount of qualified stated interest ("QSI") and original issue discount
("OID") in respect of the notes, an equivalent fixed rate debt instrument must be
constructed. The equivalent fixed rate debt instrument is constructed in the fol owing
manner: (i) first, the initial fixed rate is converted to a QFR that would preserve the fair
market value of the notes, and (i ) second, each QFR (including the QFR determined
under (i) above) is converted to a fixed rate substitute (which wil general y be the value
of that QFR as of the issue date of the notes). The rules described under "United States
Federal Tax Considerations -- Tax Consequences to U.S. Holders -- Original Issue
Discount" in the accompanying prospectus supplement are then applied to the equivalent
fixed rate debt instrument for purposes of calculating the amount of OID on the notes.
Under these rules, the notes wil general y be treated as providing for QSI at a rate equal
to the lowest rate of interest in effect at any time under the equivalent fixed rate debt
instrument, and any interest in excess of that rate wil general y be treated as part of the
stated redemption price at maturity and, therefore, as giving rise to OID. Based on the
application of these rules to the notes and current market conditions, the notes should be
treated as issued without OID. The remaining discussion is based on this treatment.

Stated interest on the notes wil general y be taxable to a U.S. Holder (as defined in the
accompanying prospectus supplement) as ordinary interest income at the time it accrues
or is received in accordance with the U.S. Holder's method of tax accounting.

Upon the sale or other taxable disposition of a note, a U.S. Holder general y wil
recognize capital gain or loss equal to the difference between the amount realized on the
disposition (other than any amount attributable to accrued interest, which wil be treated
as a payment of interest) and the U.S. Holder's tax basis in the note. A U.S. Holder's tax
basis in a note general y wil equal the cost of the note to the U.S. Holder. Such gain or
loss general y wil be long-term capital gain or loss if the U.S. Holder has held the note for
more than one year at the time of disposition.

Under current law Non-U.S. Holders (as defined in the accompanying prospectus
supplement) general y wil not be subject to U.S. federal withholding or income tax with
respect to interest paid on and amounts received on the sale, exchange or retirement of
the notes if they comply with applicable certification requirements. Special rules apply to
Non-U.S. Holders whose income on the notes is effectively connected with the conduct of
a U.S. trade or business or who are individuals present in the United States for 183 days
or more in a taxable year.

The discussions herein and in the accompanying prospectus supplement do not address
the consequences to taxpayers subject to special tax accounting rules under Section
451(b) of the Internal Revenue Code of 1986, as amended.
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