Bond CitiCorp 5.25% ( US1730T06U85 ) in USD

Issuer CitiCorp
Market price 100 %  ▼ 
Country  United States
ISIN code  US1730T06U85 ( in USD )
Interest rate 5.25% per year ( payment 2 times a year)
Maturity 30/04/2021 - Bond has expired



Prospectus brochure of the bond Citigroup US1730T06U85 in USD 5.25%, expired


Minimal amount 1 000 USD
Total amount 760 000 USD
Cusip 1730T06U8
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description 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 US1730T06U85, pays a coupon of 5.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/04/2021







424B2 1 dp55763_424b2-692.htm PRICING SUPPLEMENT

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered
Maximum aggregate offering price
Amount of registration fee(1) (2)
Medium-Term Senior Notes, Series G
$760,000
$88.31

(1)
Calculated in accordance with Rule 457(r) of the Securities Act.
(2)
Pursuant to Rule 457(p) under the Securities Act, the $257,362.14 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 $88.31 is offset against the registration fee due for this offering and of which $257,273.83 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.
April 2 8 , 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 4 6 6
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
Annual Reset Coupon Securities Based on the Russell 2000® Index Due April 30, 2021
? The securities offer annual coupon payments at a rate that, for each annual coupon payment date, will depend on the performance of the Russell
2000® Index (the "underlying index") over the preceding year. In general, the securities will pay a higher annual coupon rate if the underlying
index has appreciated over that year and a lower annual coupon rate if the underlying index has depreciated over that year. In exchange for
these annual coupon payments, investors in the securities must be willing to accept the risk of a loss of principal at maturity based on the
performance of the underlying index from the initial index level, determined on the pricing date, to the final index level, determined on the final
valuation date. The securities provide a 15.00% buffer against any depreciation of the underlying index from the initial index level to the final
index level. H ow e ve r, if t he unde rlying inde x de pre c ia t e s by m ore t ha n 1 5 .0 0 % from t he init ia l inde x le ve l t o t he fina l
inde x le ve l, you w ill lose 1 % of t he st a t e d princ ipa l a m ount of your se c urit ie s for e ve ry 1 % by w hic h t ha t
de pre c ia t ion e x c e e ds 1 5 .0 0 % . Although you will be exposed to downside risk with respect to the underlying index if the underlying index
depreciates by more than 15.00%, you will not participate in any appreciation of the underlying index or receive any dividends paid on the stocks
that constitute the underlying index.
? The securities are unsecured senior debt securities issued by Citigroup Inc. Investors in the securities 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 securities if we default on our obligations. All
pa ym e nt s on t he se c urit ie 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 Russell 2000® Index (ticker symbol: "RTY")
Aggre ga t e st a t e d princ ipa l
$760,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
April 28, 2015
I ssue da t e :
April 30, 2015
Coupon pa ym e nt da t e s:
Annually on the 30th day of each April, commencing April 30, 2016, or if such day is not a business day, the
immediately following business day, provided that, if the valuation date immediately preceding any coupon
payment date is postponed, such coupon payment date will be postponed for the same number of business
days and no additional interest will accrue as a result of such delayed payment. Notwithstanding the foregoing,
the coupon payment date for the final valuation date will be the maturity date.
V a lua t ion da t e s:
With respect to each coupon payment date, the fifth business day preceding such coupon payment date, and
are scheduled to be April 25, 2016, April 24, 2017, April 23, 2018, April 23, 2019, April 23, 2020 and April 23,
2021 (the "final valuation date"), each subject to postponement if such date is not a scheduled trading day or if
certain market disruption events occur.
Annua l obse rva t ion pe riod:
The period commencing on and including the pricing date and ending on and including the first valuation date,
and each subsequent period from and including a valuation date to and including the next succeeding
valuation date. We refer to the pricing date together with the valuation dates as the "observation dates."
M a t urit y da t e :
April 30, 2021
Coupon:
On each annual coupon payment date, the securities will pay a coupon at an annual rate determined as
follows:
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? If the applicable annual index return percentage is ze ro or posit ive : 5.25%
? If the applicable annual index return percentage is ne ga t ive : 3.00%
I f t he a nnua l inde x re t urn pe rc e nt a ge for a ny c oupon pa ym e nt da t e is ne ga t ive (m e a ning
t ha t t he c losing le ve l of t he unde rlying inde x is low e r a t t he e nd of t he m ost re c e nt
a nnua l obse rva t ion pe riod t ha n it w a s a t t he be ginning of t ha t a nnua l obse rva t ion
pe riod), you w ill only re c e ive t he low e r of t he t w o possible a nnua l int e re st ra t e s
spe c ifie d a bove .
Annua l inde x re t urn
For any annual coupon payment date, the annual index return percentage is the percentage change from the
pe rc e nt a ge :
closing level of the underlying index on the observation date occurring at the beginning of the most recently
ended annual observation period to the closing level of the underlying index on the observation date occurring
at the end of that annual observation period, calculated as follows: (i) final annual index level minus initial
annual index level, divided by (ii) initial annual index level.
I nit ia l a nnua l inde x le ve l:
For purposes of calculating the annual index return percentage, the closing level of the underlying index on the
observation date occurring at the beginning of the relevant annual observation period
Fina l a nnua l inde x le ve l:
For purposes of calculating the annual index return percentage, the closing level of the underlying index on the
observation date occurring at the end of the relevant annual observation period
Pa ym e nt a t m a t urit y:
At maturity, for each security you then hold, you will receive the applicable annual coupon payment plus:
? If the final index level is gre a t e r t ha n or e qua l t o the buffer level: $1,000
? If the final index level is le ss t ha n the buffer level: ($1,000 × the index performance factor) + $150.00
I f t he fina l inde x le ve l is le ss t ha n t he buffe r le ve l, your pa ym e nt a t m a t urit y w ill be le ss,
a nd possibly signific a nt ly le ss, t ha n t he $ 1 ,0 0 0 st a t e d princ ipa l a m ount pe r se c urit y. Y ou
should not inve st in t he se c urit ie s unle ss you a re w illing a nd a ble t o be a r t he risk of
losing a signific a nt port ion of your inve st m e nt .
I nit ia l inde x le ve l:
1,259.36, 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 final valuation date
I nde x pe rform a nc e fa c t or:
The final index level divided by the initial index level
Buffe r le ve l:
1,070.46, 85.00% of the initial index level
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
1730T06U8 / US1730T06U85
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd issue
I ssue pric e (1)(2)
U nde rw rit ing fe e (3)(4)
Proc e e ds t o issue r(4)
pric e :
Pe r se c urit y:
$1,000.00
$34.50
$965.50
T ot a l:
$760,000.00
$26,220.00
$733,780.00
(1) On the date of this pricing supplement, the estimated value of the securities is $946.80 per security, which is less than the issue price. The
estimated value of the securities 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 securities from
you at any time after issuance. See "Valuation of the Securities" in this pricing supplement.
(2) The issue price for investors purchasing the securities in fee-based advisory accounts will be $965.50 per security, assuming no custodial fee is
charged by a selected dealer, and up to $970.50, assuming the maximum custodial fee is charged by a selected dealer. See "Supplemental Plan of
Distribution" in this pricing supplement.
(3) CGMI will receive an underwriting fee of up to $34.50 for each security sold in this offering (or up to $5.00 for each security sold to fee-based
advisory accounts). See "Supplemental Plan of Distribution" in this pricing supplement.
(4) The per security proceeds to Citigroup Inc. indicated above represent the minimum per security proceeds to Citigroup Inc. for any security,
assuming the maximum per security underwriting fee of $34.50. As noted in footnote (3), the underwriting fee is variable. 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 securities declines. See "Use
of Proceeds and Hedging" in the accompanying prospectus.

I nve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l de bt se c urit ie s.
Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS-3 .

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of
t he se c urit ie 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 following hyperlinks:
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Produc t Supple m e nt N o. EA-0 2 -0 3 da t e d N ove m be r 1 3 , Underlying Supplement No. 3 dated November 13, 2013
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 se c urit ie 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.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due April 30, 2021


Additional Information

The terms of the securities 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
"Description of the Securities--Certain Additional Terms for Securities 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
securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement.

Hypothetical Examples

The table below illustrates various hypothetical total returns you might receive on the securities for a range of hypothetical final index
levels and a varying number of annual coupon payment dates on which the higher coupon rate stated on the cover of this pricing
supplement is paid. The hypothetical total return figures in the table below represent a total return on your investment if the securities
are held to maturity. The outcomes illustrated in the table below are not exhaustive, and your actual total return on the securities may
differ from any example illustrated below. For ease of analysis, figures in the table below have been rounded.

The coupon rate applicable to any annual coupon payment date will depend on the annual index return percentage for the most
recent annual observation period ended prior to that coupon payment date. The securities will pay a coupon at the higher coupon rate
stated on the cover of this pricing supplement on an annual coupon payment date only if the relevant annual index return percentage
is zero or positive. The annual index return percentage for an annual observation period will be zero or positive only if the closing
level of the underlying index on the observation date occurring at the end of that annual observation period is greater than or equal to
the closing level of the underlying index on the observation date occurring at the beginning of that annual observation period. If the
annual index return percentage is negative for any annual coupon payment date, the coupon rate for that coupon payment date will be
3.00% per annum.

The payment at maturity will depend on the performance of the underlying index from the initial index level to the final index level,
determined on the final valuation date. The securities provide for repayment of principal only if the underlying index has not
depreciated by more than 15.00% from the initial index level to the final index level. If the underlying index depreciates by more than
15.00% from the initial index level to the final index level, you will lose a portion of the stated principal amount at maturity equal to the
extent to which that depreciation exceeds 15.00%.

The table below is based on the following values in order to illustrate how the securities work:

I nit ia l inde x le ve l:
1,259.36 (the closing level of the underlying index on the pricing date)
Buffe r le ve l:
1,070.46 (85.00% of the initial index level)
Coupon ra t e if re le va nt a nnua l
5.25% per annum
re t urn pe rc e nt a ge is ze ro or
posit ive :
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H ypot he t ic a l
H ypot he t ic a l t ot a l re t urn on t he se c urit ie s2 if t he c losing le ve l of
pe rc e nt a ge
t he unde rlying inde x is gre a t e r t ha n or e qua l t o t he c losing le ve l
c ha nge from
H ypot he t ic a l
of t he unde rlying inde x on t he prior va lua t ion da t e on:
H ypot he t ic a l
init ia l inde x
pa ym e nt a t
All
1
fina l inde x
le ve l t o fina l
m a t urit y1 pe r
va lua t ion
4 va lua t ion
2 va lua t ion
va lua t ion
N o va lua t ion
le ve l
inde x le ve l
se c urit y
da t e s
da t e s
da t e s
da t e
da t e
1,448.26
15.00%
$1,000.00
31.50%
27.00%
22.50%
20.25%
18.00%
1,259.36
0.00%
$1,000.00
31.50%
27.00%
22.50%
20.25%
18.00%
1,133.42
-10.00%
$1,000.00
N/A
27.00%
22.50%
20.25%
18.00%
1,070.46
-15.00%
$1,000.00
N/A
27.00%
22.50%
20.25%
18.00%
1,070.33
-15.01%
$999.90
N/A
26.99%
22.49%
20.24%
17.99%
944.52
-25.00%
$900.00
N/A
17.00%
12.50%
10.25%
8.00%
629.68
-50.00%
$650.00
N/A
-8.00%
-12.50%
-14.75%
-17.00%
314.84
-75.00%
$400.00
N/A
-33.00%
-37.50%
-39.75%
-42.00%
(1) Excluding the final coupon payment.
(2) There are six valuation dates. The examples above do not show the hypothetical total return if the closing level of the underlying index is
greater than or equal to the closing level of the underlying index on the prior valuation date on 3 or 5 valuation dates. The hypothetical total return
on the securities is calculated as (a) (i) the payment at maturity (excluding the final coupon payment) per security plus the aggregate coupon
payments per security received over the term of the securities minus (ii) the $1,000 stated principal amount per security divided by (b) the $1,000
stated principal amount per security.

April 2015
PS-2



Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due April 30, 2021


Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities 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 securities, and are also subject to risks associated with the underlying index. Accordingly, the securities are
suitable only for investors who are capable of understanding the complexities and risks of the securities. You should consult your own
financial, tax and legal advisers as to the risks of an investment in the securities and the suitability of the securities in light of your
particular circumstances.

The following is a summary of certain key risk factors for investors in the securities. You should read this summary together with the
more detailed description of risks relating to an investment in the securities contained in the section "Risk Factors Relating to the
Securities" 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 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 lose up t o 8 5 .0 0 % of t he st a t e d princ ipa l a m ount . Unlike conventional debt securities, the securities do not
repay a fixed amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlying
index. If the final index level is less than the buffer level, you will lose 1% of the stated principal amount of your securities for
every 1% by which the final index level is less than the buffer level.

?
T he se c urit ie s w ill not pa y a n a nnua l c oupon a t t he highe r c oupon ra t e st a t e d on t he c ove r of t his pric ing
supple m e nt unle ss t he a pplic a ble a nnua l inde x re t urn pe rc e nt a ge is ze ro or posit ive . The annual index return
percentage for any annual coupon payment date will be zero or positive only if the closing level of the underlying index on the
observation date occurring at the end of the most recent annual observation period is greater than or equal to the closing level of
the underlying index on the observation date occurring at the beginning of that observation period. If the annual index return
percentage for any annual coupon payment date is negative, meaning that the closing level of the underlying index is lower on the
observation date occurring at the end of the most recent annual observation period than it was on the observation date occurring
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at the beginning of that annual observation period, the related annual coupon payment will be made at the lower coupon rate of
3.00% per annum. It is possible that you will receive only the lower coupon rate of 3.00% per annum on each annual coupon
payment date over the entire term of the securities.

?
H ighe r c oupon ra t e s a re a ssoc ia t e d w it h gre a t e r risk . If each annual coupon payment is made at the higher coupon
rate stated on the cover of this pricing supplement, the securities would produce a yield that is generally higher than the yield on
our conventional debt securities of the same maturity. This higher potential yield is associated with greater levels of expected risk
as of the pricing date for the securities, including the risk that you may receive only the lower coupon rate on one or more, or all,
coupon payment dates and the risk that you may receive significantly less than the stated principal amount of your securities at
maturity. The volatility of the underlying index is an important factor affecting this risk. Greater expected volatility of the underlying
index as of the pricing date may result in a higher potential coupon rate, but it also represents a greater expected likelihood as of
the pricing date that the closing level of the underlying index will decline over the term of the securities, such that you will not
receive one or more, or any, coupon payments during the term of the securities at the higher coupon rate and that the closing
level of the underlying index will be less than the buffer level on the final valuation date, such that you will not be repaid the
stated principal amount of your securities at maturity.

?
T he se c urit ie s offe r dow nside e x posure t o t he unde rlying inde x , but no upside e x posure t o t he unde rlying
inde x . You will not participate in any appreciation in the level of the underlying index over the term of the securities.
Consequently, your return on the securities will be limited to the coupon payments you receive, and may be significantly less than
the return on the underlying index over the term of the securities.

?
T he pe rform a nc e of t he se c urit ie s w ill de pe nd on t he c losing le ve l of t he unde rlying inde x sole ly on t he
re le va nt va lua t ion da t e s, w hic h m a k e s t he se c urit ie s pa rt ic ula rly se nsit ive t o t he vola t ilit y of t he
unde rlying inde x . The rate at which coupon payments will be made for any given year will depend on the closing level of the
underlying index solely on the applicable annual valuation date, regardless of the closing level of the underlying index on other
days during the term of the securities. Your payment at maturity will depend solely on the closing level of the underlying index on
the final valuation date, and not on any other day during the term of the securities. Because the performance of the securities
depends on the closing level of the underlying index on a limited number of dates, the securities will be particularly sensitive to
volatility in the closing level of the underlying index. You should understand that the underlying index has historically been highly
volatile.

?
T he se c urit ie 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 securities, you
may not receive anything owed to you under the securities.

?
T he se c urit ie 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 securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for
the securities. CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid
price for the

April 2015
PS-3




Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due April 30, 2021

securities on a daily basis. Any indicative bid price for the securities 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 securities 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 securities because it is likely that CGMI will be the only broker-dealer that is willing to buy your
securities prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity.

?
T he e st im a t e d va lue of t he se c urit ie 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 securities that are included in the issue price. These costs include (i) the selling concessions
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paid in connection with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection
with the offering of the securities 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 securities. These costs adversely affect the economic terms of
the securities because, if they were lower, the economic terms of the securities would be more favorable to you. The economic
terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary
market rate, to price the securities. See "The estimated value of the securities 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 se c urit ie 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, 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
securities. Moreover, the estimated value of the securities set forth on the cover page of this pricing supplement may differ from
the value that we or our affiliates may determine for the securities for other purposes, including for accounting purposes. You
should not invest in the securities because of the estimated value of the securities. Instead, you should be willing to hold the
securities to maturity irrespective of the initial estimated value.

?
T he e st im a t e d va lue of t he se c urit ie 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 securities 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 securities. 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 securities, 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 securities, which do not bear interest.

?
T he e st im a t e d va lue of t he se c urit ie 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 se c urit ie 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 securities 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 securities 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 securities than if our
internal funding rate were used. In addition, any secondary market price for the securities will be reduced by a bid-ask spread,
which may vary depending on the aggregate stated principal amount of the securities 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 securities will be less than the issue price.

?
T he va lue of t he se c urit ie 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 securities 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 securities 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 Securities" in this pricing supplement.

?
T he se c urit ie s w ill be subje c t t o risk s a ssoc ia t e d w it h sm a ll c a pit a liza t ion st oc k s. The stocks that constitute the
underlying index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may
be more

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Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due April 30, 2021

volatile than stock prices of large capitalization companies. These companies tend to be less well-established than large market
capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and
competitive conditions relative to larger companies. Small capitalization companies are less likely to pay dividends on their stocks,
and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market
conditions.

?
Our offe ring of t he se c urit ie 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 securities 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 securities.

?
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 securities 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 securities. 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 securities. They could also result in substantial returns for us or our affiliates while the value of the securities 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.

?
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
se c urit ie 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 securities.

?
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 se c urit ie s. Russell Investment Group (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 securities.


?
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 se c urit ie s a re unc le a r. There is no direct legal
authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal
Revenue Service (the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or
a court might not agree with the treatment described herein. If the IRS were successful in asserting an alternative treatment for
the securities, the tax consequences of ownership and disposition of the securities might be materially and adversely affected. As
described below under "United States Federal Tax Considerations," in 2007 the U.S. Treasury Department and the IRS released a
notice requesting comments on various issues regarding the U.S. federal income tax treatment of "prepaid forward contracts" and
similar instruments. While it is not clear whether the securities would be viewed as similar to the typical prepaid forward contract
described in the notice, any Treasury regulations or other guidance promulgated after consideration of these issues could
materially and adversely affect the tax consequences of an investment in the securities, including the character and timing of
income or loss and the degree, if any, to which income realized by non-U.S. persons is subject to withholding tax, possibly with
retroactive effect.
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As described below under "United States Federal Tax Considerations," in connection with any information reporting requirements
we may have in respect of the securities under applicable law, we intend to treat a portion of each coupon payment as attributable
to interest and the remainder to option premium. However, in light of the uncertain treatment of the securities, it is possible that
other persons having withholding or information reporting responsibility in respect of the securities may treat a security differently,
for instance, by treating the entire coupon payment as ordinary income at the time received or accrued by a holder and/or treating
some or all of each coupon payment on a security as subject to withholding tax at a rate of 30%. Moreover, it is possible that in
the future we may determine that we should withhold at a rate of 30% on coupon payments on the securities. If withholding
applies to the securities, we will not be required to pay any additional amounts with respect to amounts so withheld.

April 2015
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Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due April 30, 2021

You should review carefully the section of this pricing supplement entitled "United States Federal Tax Considerations." You
should also consult your tax adviser regarding the U.S. federal tax consequences of an investment in the securities (including
possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction.

Information About the Underlying Index

The Russell 2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity market. All stocks
included in the Russell 2000® Index are traded on a major U.S. exchange. It is calculated and maintained by Russell Investments, a
subsidiary of Russell Investment Group. The Russell 2000® Index is reported by Bloomberg L.P. under the ticker symbol "RTY."

"Russell 2000® Index" is a trademark of Russell Investment Group and has been licensed for use by Citigroup Inc. and its affiliates.
For more information, see "Equity Index Descriptions--Russell 2000® Index--License with Russell" in the accompanying underlying
supplement.

Please refer to the sections "Risk Factors" and "Equity Index Descriptions--Russell 2000® Index" in the accompanying underlying
supplement for important disclosures regarding the Russell 2000® Index, including certain risks that are associated with an investment
linked to the Russell 2000® Index.

Historical Information

The closing level of the underlying index on April 28, 2015 was 1,259.36.

The graph below shows the closing levels of the underlying index for each day such level was available from January 4, 2010 to April
28, 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.

Russe ll 2 0 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 April 2 8 , 2 0 1 5
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United States Federal Tax Considerations

Prospe c t ive inve st ors should not e t ha t t he disc ussion unde r t he se c t ion c a lle 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 doe s not a pply t o t he se c urit ie s issue d unde r t his
pric ing supple m e nt a nd is supe rse de d by t he follow ing disc ussion.

The following is a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and
disposition of the securities. It applies to you only if you are an initial holder of a security that purchases the security for cash at its
stated principal amount, and holds the security as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of
1986, as amended (the "Code").

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Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due April 30, 2021

This discussion does not address all of the tax consequences that may be relevant to you in light of your particular circumstances or if
you are a holder subject to special rules, such as:


·
a financial institution;


·
a dealer or trader subject to a mark-to-market method of tax accounting with respect to the securities;


·
a person holding the securities as part of a "straddle" or conversion transaction or one who enters into a "constructive
sale" with respect to a security;


·
a U.S. Holder (as defined below) whose functional currency is not the U.S. dollar;


·
an entity classified as a partnership for U.S. federal income tax purposes;


·
a "regulated investment company";

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·
a tax-exempt entity, including an "individual retirement account" or "Roth IRA"; or


·
a person subject to the alternative minimum tax.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds the securities, the U.S. federal income tax
treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partnership
holding the securities or a partner in such a partnership, you should consult your tax adviser as to the particular U.S. federal income
tax consequences of holding and disposing of the securities to you.

This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury
regulations, all as of the date hereof, changes to any of which may affect the tax consequences described herein, possibly with
retroactive effect. This discussion does not address the effect of any applicable state, local or non-U.S. tax laws or the potential
application of the Medicare contribution tax. Y ou should c onsult your t a x a dvise r a bout t he a pplic a t ion of t he U .S.
fe de ra l inc om e a nd e st a t e t a x la w s t o your pa rt ic ula r sit ua t ion (inc luding t he possibilit y of a lt e rna t ive
t re a t m e nt s of t he se c urit ie s), a s w e ll a s 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. jurisdic t ion.

T a x T re a t m e nt of t he Se c urit ie s

Due to the absence of statutory, judicial or administrative authorities that directly address the U.S. federal tax treatment of the
securities or similar instruments, there is substantial uncertainty regarding the U.S. federal tax consequences of an investment in the
securities. In connection with any information reporting requirements we may have in respect of the securities under applicable law,
we intend (in the absence of an administrative determination or judicial ruling to the contrary) to treat each security for U.S. federal
income tax purposes as a unit comprising (i) an option written by you that, if exercised, requires you to pay at maturity an amount
equal to the Deposit (as defined below) in exchange for an amount determined by reference to the final value of the index (the "Put
Option") and (ii) a deposit with us of a fixed amount of cash equal to the stated principal amount of the security to secure your
potential obligation under the Put Option (the "Deposit"). In the opinion of our tax counsel, Davis Polk & Wardwell LLP, which is
based on current market conditions, this treatment of the securities is reasonable under current law; however, our tax counsel has
advised us that due to the lack of any controlling legal authority it is unable to conclude affirmatively that this treatment is more likely
than not to be upheld, and that alternative treatments are possible. Under this treatment:


·
a portion of each coupon payment made with respect to a security will be attributable to interest on the Deposit; and


·
the remainder will represent option premium attributable to your grant of the Put Option (with respect to each coupon payment
received and, collectively, all coupon payments received, "Put Premium").

We will treat 53.97% of each coupon payment as interest on the Deposit and 46.03% as Put Premium for each security.

We do not pla n t o re que st a ruling from t he I RS, a nd t he I RS or a c ourt m ight not a gre e w it h t his
t re a t m e nt . Ac c ordingly, you should c onsult your t a x a dvise r re ga rding 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 se c urit ie s. U nle ss ot he rw ise st a t e d, t he follow ing disc ussion is ba se d on t he t re a t m e nt
of e a c h se c urit y a s a Put Opt ion a nd a De posit .

T a x Conse que nc e s t o U .S. H olde rs


·
This section applies only to U.S. Holders. You are a "U.S. Holder" if for U.S. federal income tax purposes you are a
beneficial owner of a security that is:

April 2015
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Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due April 30, 2021


·
a citizen or individual resident of the United States;
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