Bond CitiCorp 2.424% ( US1730T0UG20 ) in USD

CitiCorp

100 % ▲

United States

US1730T0UG20 ( in USD )

2.424% per year ( payment 2 times a year)

09/07/2028

Prospectus brochure of the bond Citigroup US1730T0UG20 en USD 2.424%, maturity 09/07/2028

1 000 USD

6 250 000 USD

1730T0UG2

BBB+ ( Lower medium grade - Investment-grade )

09/01/2026 ( In 75 days )

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.

Citigroup issued a USD 6,250,000 bond (ISIN: US1730T0UG20, CUSIP: 1730T0UG2) maturing on 09/07/2028, currently trading at 100% with a 2.424% coupon, paying semi-annually, minimum purchase 1000, rated BBB+ by S&P and NR by Moody's.

http://www.sec.gov/Archives/edgar/data/831001/000095010313004215/...
424B2 1 dp39488_424b2-1768.htm PRICING SUPPLEMENT

July 3, 2013
Medium-Term Senior Notes, Series H
Pricing Supplement No. 2013-CMTNH0131
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-172562
Fixed to Floating Rate Notes due 2028
Leveraged Cal able CMS Curve Linked Notes
The notes offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Inc. As further described below, the notes wil bear
interest (i) in Year 1: at a rate of 10.00% per annum and (i ) in Years 2 to maturity: subject to our redemption right, at a variable rate per annum equal to 4
times the CMS reference index, subject to a maximum interest rate of 10.00% per annum for any quarterly interest payment period and a minimum
interest rate of 0.00% per annum. The CMS reference index wil be equal to the 30-year Constant Maturity Swap Rate ("CMS30") minus the 5-year
Constant Maturity Swap Rate ("CMS5"), as determined on the second business day prior to the beginning of the relevant quarterly interest payment
period. The notes provide the opportunity to receive an above-market interest rate in Year 1; however, for each quarterly interest payment period in
Years 2 to maturity, the interest payments on the notes, if any, wil vary. In particular, beginning on July 9, 2014, if the CMS reference index on any CMS
reference determination date is less than or equal to 0% (i.e., if CMS30 is less than or equal to CMS5), you wil not earn any interest during the related
quarterly interest payment period. We may cal the notes in whole and not in part on any interest payment date beginning on July 9, 2015.
All payments due on the notes are subject to the credit risk of Citigroup Inc. If we default on our obligations, you may not receive any
payments owed to you under the notes.
KEY TERMS
Issuer:
Citigroup
Inc.
Aggregate principal amount:
$6,250,000
Stated principal amount:
$1,000 per note
Pricing date:
July 3, 2013
Issue date:
July 9, 2013 (three business days after the pricing date)
Maturity date:
July 9, 2028
Payment at maturity:
Unless earlier redeemed by us, at maturity you wil receive for each note you then hold an amount in cash equal to
$1,000 plus any accrued and unpaid interest.
Interest:
From and including the issue date to but excluding July 9, 2014:
10.00% per annum
Unless earlier redeemed by us, from and including July 9, 2014 to but excluding the maturity date (the "floating
interest rate period"):
For each quarterly interest payment period, a variable rate per annum equal to the leverage factor times
the CMS reference index; subject to the minimum interest rate and the maximum interest rate

The CMS reference index applicable to a quarterly interest payment period during the floating rate interest period
wil be determined on the related CMS reference determination date.

Beginning on July 9, 2014, it is possible that you could receive little or no interest on the notes. In
particular, if the CMS reference index on any CMS reference determination date is less than or equal to
0%, you will not earn any interest during the related quarterly interest payment period.
Leverage factor:
4
Quarterly interest payment
Each three-month period from and including an interest payment date (or the issue date, in the case of the first
period:
quarterly interest payment period) to but excluding the next interest payment date
Interest payment dates:
The 9th day of each January, April, July and October, beginning on October 9, 2013 and ending on the maturity
date or the date when the notes are called
CMS reference determination
Two (2) business days prior to the beginning of each quarterly interest payment period during the floating rate
dates:
interest period
Maximum interest rate:
10.00% per annum for any quarterly interest payment period during the floating interest rate period
Minimum interest rate:
0.00% per annum
CMS reference index:
30-year Constant Maturity Swap Rate ("CMS30") minus 5-year Constant Maturity Swap Rate ("CMS5"). See
"Description of the Notes--Determination of CMS30 and CMS5" below.
Redemption:
We may cal the notes, in whole and not in part, for mandatory redemption on any interest payment date beginning
on July 9, 2015, upon not less than five business days' notice. Fol owing an exercise of our cal right, you wil
receive for each note you then hold an amount in cash equal to $1,000 plus any accrued and unpaid interest.
CUSIP / ISIN:
1730T0UG2 / US1730T0UG20
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
Underwriting fee and issue price:

Issue price(1)
Underwriting fee(2)
Proceeds to Issuer(2)
Per note

$1,000
$35
$965
Total

$6,250,000
$218,750
$6,031,250
(1) On the date of this pricing supplement, the estimated value of the notes is $936 per note. 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 wil ing to buy the notes from you at any
time after issuance. See "Valuation of the Notes" in this pricing supplement.
(2) CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as principal and wil receive an underwriting fee of up to $35 for each $1,000 note sold in this offering. The
actual underwriting fee wil be equal to the selling concession paid to selected dealers. The per note proceeds to Citigroup Inc. above represents the minimum per note proceeds to Citigroup Inc.,
assuming the maximum per note underwriting fee. The total underwriting fee and total proceeds to issuer shown above give effect to the actual amount of this variable underwriting fee. Certain
selected dealers affiliated with CGMI, including Morgan Stanley Smith Barney LLC, and their financial advisors wil col ectively receive from CGMI a fixed sel ing concession of $35 for each note they
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sel . CGMI wil pay selected dealers not affiliated with CGMI a variable sel ing concession of up to $35 for each $1,000 note they sel . Additionally, it is possible that CGMI and its affiliates may profit
from expected hedging activity related to this offering, even if the value of the notes declines. You should refer to "Risk Factors Relating to the Notes" and "Plan of Distribution; Conflicts of Interest" in
this pricing supplement for more information.

Investing in the notes involves risks not associated with an investment in conventional debt securities. See "Risk
Factors Relating to the Notes" beginning on page PS-2.

Neither the Securities and Exchange Commission (the "SEC") 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 is 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, each of which can be
accessed via the hyperlinks below, in connection with your investment in the securities.

Prospectus Supplement dated December 20, 2012 and Prospectus dated May 12, 2011

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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Risk Factors Relating to the Notes

Because the terms of the notes differ from those of conventional debt securities, an investment in the notes entails significant risks not associated with
an investment in conventional debt securities, including, among other things, fluctuations in the relative values of CMS30 and CMS5, and other events
that are difficult to predict and beyond our control.

§
The Amount of Interest Payable on the Notes Will Vary and May Be Zero. Because CMS30 and CMS5 are floating rates, the CMS reference
index wil fluctuate. Thus, beginning one year after issuance, on July 9, 2014, the interest payments on the notes, if any, wil vary. In particular, during
the floating interest rate period, if the CMS reference index is less than or equal to 0% (i.e., if CMS30 is less than or equal to CMS5) on the related
CMS reference determination date, you wil not earn any interest during that quarterly interest payment period. Furthermore, the interest rate that is
determined on the relevant CMS reference determination date wil apply to the entire quarterly interest payment period fol owing such CMS reference
determination date even if the CMS reference index increases during that quarterly interest payment period. For examples setting forth hypothetical
interest payments on the notes, see "Hypothetical Examples" below.

§
The Interest Rate Applicable to the Notes Will be Subject to a Maximum Per Annum Rate. The interest rate applicable to the notes cannot
exceed 10.00% per annum for any quarterly interest payment period. This maximum interest rate wil limit the amount of interest you may be paid on
the notes to a maximum of $25.00 per note per quarterly interest payment period. As a result, if the CMS reference index applicable to any quarterly
interest payment period during the floating interest rate period is greater than approximately 2.5% (taking into account that the CMS reference index
wil be multiplied by 4 on the applicable CMS reference determination date), the notes wil provide you less interest income than an investment in a
similar instrument that is not subject to a maximum per annum interest rate. For examples setting forth hypothetical interest payments on the notes,
see "Hypothetical Examples" below.

§
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 or until the date when the notes are cal ed. The value of the
notes may fluctuate, and if you sel your notes in the secondary market prior to maturity or the date when the notes are cal ed, you may receive less
than your initial investment.

§
The Notes May Be Called at Our Option, Which Limits Your Ability to Accrue Interest Over the Full Term of the Notes. We may cal al of the
notes on any interest payment date beginning July 9, 2015 upon not less than five business days' notice. In the event that we call the notes, you will
receive the stated principal amount of your investment in the notes and any accrued and unpaid interest to and including the date when the notes are
cal ed. In this case, you wil not have the opportunity to continue to accrue and be paid interest to the original maturity date of the notes and you may
have to reinvest the proceeds in a lower rate environment.

§
The Relative Values of CMS30 and CMS5 Will Affect Our Decision to Call the Notes. It is more likely we wil cal the notes prior to their maturity
date if the CMS reference index results in interest accruing on the notes at a rate greater than that which would be payable on a conventional,
fixed-rate debt security of Citigroup Inc. of comparable maturity. If we cal the notes prior to their maturity, you may not be able to invest in other
securities with a similar level of risk that yield as much interest as the notes.

§
The Notes Are Subject to the Credit Risk of Citigroup Inc., and Any Actual or Anticipated Changes to Its Credit Ratings and Credit Spreads
May Adversely Affect the Value of the Notes. You are subject to the credit risk of Citigroup Inc. If we default on our 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 prior to maturity wil be
affected by changes in the market's view of our creditworthiness. Any decline, or anticipated decline, in our credit ratings or increase, or anticipated
increase, in the credit spreads charged by the market for taking our 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 Your Notes 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 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

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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.

§
The Estimated Value of the Notes on the Pricing Date, Based on CGMI's Proprietary Pricing Models and Our Internal Funding Rate, Is Less
than the Issue Price. The difference is attributable to certain costs associated with sel ing, structuring and hedging the notes that are included in the
issue price. These costs include (i) the sel ing concessions paid in connection with the offering of the notes, (i ) hedging and other costs incurred by us
and our affiliates in connection with the offering of the notes and (i i) 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.

§
The Estimated Value of the Notes Was Determined for Us by Our Affiliate Using Proprietary Pricing Models. CGMI derived the estimated
value disclosed on the cover of this pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary judgments
about the inputs to its models, such as the volatility of the CMS reference index and interest rates. 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 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 wil ing to hold the notes
to maturity irrespective of the initial estimated value.

§
The Estimated Value of the Notes Would be Lower if it Were Calculated Based on Our Secondary Market Rate. 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 wil ing to borrow funds
through the issuance of the notes. Our internal funding rate is general y 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 general y higher than the costs associated with conventional debt
securities, and our liquidity needs and preferences. Our internal funding rate is not the same as the rate at which interest is payable on the notes.

§
The Estimated Value of the Notes Is Not an Indication of the Price, if any, at which CGMI or Any Other Person May Be Willing to Buy the
Notes from You in the Secondary Market. Any such secondary market price wil 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 wil be based on our secondary market rate, which wil 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 wil 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 wil be less than the issue price.

§
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. We believe that the value of the notes in any secondary market at any time wil be affected by the
CMS reference index at that time and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the effect of
any one factor may be offset or magnified by the effect of another factor. The fol owing paragraphs describe what we expect to be the impact on the
value of the notes of a change in a specific factor, assuming al other conditions remain constant.

§
The CMS Reference Index. We expect that the value of the notes at any time wil depend on whether and to what degree, if any, CMS30
exceeds CMS5. In general, we expect that a decrease in the CMS reference index wil cause a decrease in the value of the notes because
the interest, if any, payable on the notes is based on the CMS reference index. Conversely, in general, we expect that an increase in the CMS
reference index may tend to cause an increase in the value of the notes. However, an increase in the CMS reference index may increase the

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likelihood of the notes being cal ed. CMS30, CMS5 and the economic relationship between the two wil be influenced by complex and
interrelated political, economic, financial and other factors that can affect the money markets general y and the London interbank market in
particular.

§
Volatility of the CMS Reference Index. Volatility is the term used to describe the size and frequency of market fluctuations. If the volatility of
the CMS reference index changes, the value of the notes may change.

§
Call Right. Our ability to cal the notes prior to their maturity date is likely to limit their value. If we did not have the right to cal the notes, their
value could be significantly different.

§
Interest Rates. We expect that the value of the notes wil be affected by changes in U.S. interest rates. In general, if U.S. interest rates
increase, the value of the notes may decrease.

§
Time Premium or Discount. As a result of a "time premium" or "discount," the notes may trade at a value above or below that which would
be expected based on the level of interest rates and the value of the CMS reference index, which disparity is expected to be larger the longer
the time remaining to the maturity of the notes. A "time premium" or "discount" results from expectations concerning the value of the CMS
reference index during the period prior to the maturity of the notes. However, as the time remaining to maturity decreases, this "time premium"
or "discount" may diminish, increasing or decreasing the value of the notes.

§
Hedging Activities. Hedging activities related to the notes by one or more of our affiliates likely involves trading in one or more instruments,
such as options, swaps or futures, based upon CMS30, CMS5, the CMS reference index, or taking positions in any other available securities
or instruments that we may wish to use in connection with such hedging. It is possible that our affiliates or we may profit from our hedging
activity, even if the value of the notes declines. Profit or loss from this hedging activity could affect the price at which Citigroup Inc.'s affiliate
CGMI may be wil ing to purchase your notes in the secondary market.

§
Creditworthiness of Citigroup Inc. Actual or anticipated changes in our creditworthiness, as reflected in our secondary market rate, may affect
the value of the notes. The notes are subject to our credit risk.

We want you to understand that the impact of one of the factors specified above may offset some or all of any change in the value of the notes
attributable to another factor.

§
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 "Valuation of the Notes" in this pricing supplement.

§
The Yield on the Notes May Be Lower Than the Yield On a Standard Debt Security of Comparable Maturity. Unless cal ed by us, from and
including July 9, 2014 to but excluding the maturity date, the notes wil bear interest at a variable rate per annum equal to the leverage factor of 4
times the CMS reference index; subject to the minimum interest rate of 0.00% and the maximum interest rate 10.00% for any quarterly interest
payment period. 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 Citigroup Inc. of comparable maturity.

§
The Historical Value of the CMS Reference Index Is Not an Indication of the Future Value of the CMS reference index. The historical value of
the CMS reference index, which is included in this pricing supplement, should not be taken as an indication of the future value of the CMS reference
index during the term of the notes. Changes in the relative values of CMS30 and CMS5 wil affect the value of the CMS reference index and thus the
value of and interest payments on the notes, but it is impossible to predict whether the relative values of CMS30 and CMS5 wil rise or fal .

§
The Calculation Agent, Which is an Affiliate of the Issuer, Will Make Determinations With Respect to the Notes. Citibank, N.A., which is acting
as the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citibank, N.A. wil determine the CMS reference index on any
interest determination date and wil calculate the interest payable to you on each interest payment date. Any of these determinations made by
Citibank, N.A., in its capacity as calculation agent, including with respect to the calculation of the CMS30 or CMS5 in the event of their unavailability,
may adversely affect the payments to you on any interest payment date.

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§
Citigroup Inc.'s Hedging Activity Could Result in a Conflict of Interest. In anticipation of the sale of the notes, one or more of our affiliates have
entered into hedge transactions. This hedging activity likely involves trading in instruments, such as options, swaps or futures, based upon CMS30,
CMS5 and the CMS reference index. 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. Since hedging the 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 hedging activity, even if the value of the notes declines.

§
You Will Have No Rights Against the Publisher of CMS30 and CMS5. You wil have no rights against the publisher of CMS30 and CMS5 even
though the amount you receive on an interest payment date wil depend upon the value of the CMS reference index. The publisher of CMS30 and
CMS5 is not in any way involved in this offering and has no obligations relating to the notes or the holders of the notes.

Description of the Notes

You should read this pricing supplement together with the accompanying prospectus supplement and prospectus in connection with your investment in
the notes. The description in this pricing supplement of the particular terms of the notes supplements, and to the extent inconsistent therewith replaces,
the descriptions of the general terms and provisions of the debt securities set forth in the accompanying prospectus supplement and prospectus.

You may access the prospectus supplement and prospectus on the SEC Web site at www.sec.gov as follows (or if such address has changed, by
reviewing our filing for December 20, 2012 on the SEC Web site):

Prospectus Supplement dated December 20, 2012 and Prospectus dated May 12, 2011: http://www.sec.gov/Archives/edgar/data/831001
/000119312512509203/d448811d424b2.htm

General

The Leveraged Cal able CMS Curve Linked Fixed to Floating Rate Notes due 2028 (the "notes") are cal able securities offered by Citigroup Inc. and have
a maturity of approximately fifteen years.

For one year after issuance, from and including July 9, 2013 to but excluding July 9, 2014, the interest rate on the notes is fixed at a rate of 10.00% per
annum. Unless the notes are cal ed by us, from and including July 9, 2014 to but excluding the maturity date, the per annum interest rate on the notes wil
be variable and wil be reset quarterly based on the difference between the 30-year Constant Maturity Swap Rate ("CMS30"), and the 5-year Constant
Maturity Swap Rate ("CMS5") (as described in the section "--Interest" below). Constant maturity swap rates measure the market fixed coupon rate that
is to be paid in exchange for a floating three-month-LIBOR-based rate for a specified period of time.

Unless earlier redeemed, the notes mature on July 9, 2028 (the "maturity date"). If the maturity date fal s on a day that is not a business day, the
payment to be made on the maturity date wil be made on the next succeeding business day with the same force and effect as if made on the maturity
date, and no additional interest wil accrue as a result of such delayed payment. We may cal the notes, in whole and not in part, for mandatory
redemption on any quarterly interest payment date beginning July 9, 2015 upon not less than five business days' notice. Fol owing an exercise of our cal
right, you wil receive an amount in cash equal to 100% of the stated principal amount of notes you then hold, plus any accrued and unpaid interest. The
notes do not provide for any redemption at your option prior to maturity.

The notes are unsecured senior debt securities issued by Citigroup Inc. The notes wil rank equal y with all other unsecured and unsubordinated debt of
Citigroup Inc. All payments on the notes are subject to the credit risk of Citigroup Inc.

Each note represents a stated principal amount of $1,000. You may transfer the notes only in units of $1,000 and integral multiples of $1,000. You wil
not have the right to receive physical certificates evidencing your ownership except under limited circumstances. Instead, we wil issue the notes in the
form of a global certificate, which wil be held by The Depository Trust Company ("DTC") or its nominee. Direct and indirect participants in DTC wil record
beneficial ownership of the notes by

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individual investors. Accountholders in the Euroclear or Clearstream Banking clearance systems may hold beneficial interests in the notes through the
accounts those systems maintain with DTC. You should refer to the section "Description of Debt Securities--Book-Entry Procedures and Settlement" in
the accompanying prospectus.

Reference is made to the accompanying prospectus supplement and prospectus for a detailed summary of additional provisions of the notes and of the
senior debt indenture under which the notes wil be issued.

Interest

For one year after issuance, from and including July 9, 2013 to but excluding July 9, 2014, the notes bear interest at a rate of 10.00% per annum.

From and including July 9, 2014 to but excluding the maturity date or the date when the notes are cal ed (such period, the "floating interest rate period"),
the amount of any quarterly interest payment on the notes wil vary and may be zero. We expect to pay interest, if any, in cash quarterly on the 9th day of
each January, April, July and October, beginning October 9, 2013 and ending on the maturity date or the date when the notes are cal ed, each an "interest
payment date." Each three-month period from and including an interest payment date (or the issue date, in the case of the first quarterly interest payment
period) to but excluding the next interest payment date is a "quarterly interest payment period." For each quarterly interest payment period beginning on or
after July 9, 2014, the interest rate wil be reset on the second business day prior to the beginning of each such quarterly interest payment period, which
we refer to as a "CMS reference determination date." During each quarterly interest payment period, interest wil be calculated on the basis of a 360-day
year consisting of twelve 30-day months.

Unless cal ed by us, during the floating rate interest period, the notes bear interest during each quarterly interest payment period at a variable rate per
annum equal to the leverage factor of 4 times the CMS reference index; subject to the minimum interest rate of 0.00% and the maximum interest rate of
10.00% per annum.

The "CMS reference index" equals CMS30 minus CMS5, each as published on Reuters page "ISDAFIX1" (or any successor page as determined by the
calculation agent) at 11:00 am (New York time) on the applicable CMS reference determination date.

Beginning on July 9, 2014, if CMS30 is less than or equal to CMS5 on any CMS reference determination date, then no interest wil be payable on the
notes for the related quarterly interest payment period. As a result, the amount of any quarterly interest payment wil vary and could be zero on any
interest payment date after July 9, 2014. Additional y, because the interest applicable to the notes cannot exceed 10.00% per annum, the amount of
interest, if any, payable on the notes for any quarterly interest payment period wil not exceed $25.00 per note even if the CMS reference index applicable
to such quarterly interest payment period is greater than approximately 2.5% (taking into account that the CMS reference index wil be multiplied by 4 on
the applicable CMS reference determination date). Furthermore, beginning on July 9, 2015, we have the right to cal the notes on any interest payment
date. We are more likely to cal the notes at a time when interest is accruing on the notes at a rate greater than that which would be payable on a
conventional, fixed-rate debt security of Citigroup Inc. of comparable maturity. If we cal the notes, you may not be able to invest in other securities with a
similar yield and level of risk. You should refer to the section "Risk Factors Relating to the Notes" above for further information.

Interest, if any, wil be payable to the persons in whose names the notes are registered at the close of business on the business day preceding each
interest payment date, except that interest payable at maturity or upon redemption wil be paid to the persons who hold the notes at maturity or
redemption, as applicable. If an interest payment date fal s on a day that is not a business day, the interest payment to be made on that interest payment
date wil be made on the next succeeding business day, unless that day fal s in the next calendar month, in which case the interest payment date wil be
the first preceding business day. Such payment wil have the same force and effect as if made on that interest payment date, and no additional interest will
accrue as a result of delayed payment.

A "business day" means any day that is not a Saturday, a Sunday or a day on which the securities exchanges or banking institutions or trust companies in
the City of New York are authorized or obligated by law or executive order to close.

Payment at Maturity

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Fixed to Floating Rate Notes due 2028
Leveraged Callable CMS Curve Linked Notes

The notes wil mature on July 9, 2028. Subject to the credit risk of Citigroup Inc., at maturity, unless we have previously cal ed your notes, you wil receive
for each note you hold an amount in cash equal to $1,000 plus any accrued and unpaid interest.

Determination of CMS30 and CMS5

If a rate for CMS30 or CMS5 is not published on Reuters page "ISDAFIX1" (or any successor page as determined by the calculation agent) on any
business day on which the rate for CMS30 and CMS5 is required, then the calculation agent wil determine the applicable rate on the basis of the
mid-market semi-annual swap rate quotations to the calculation agent provided by five leading swap dealers in the New York City interbank market (the
"Reference Banks") at approximately 11:00 a.m., New York City time, on such day, and, for this purpose, the mid-market semi-annual swap rate means
the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dol ar interest rate
swap transaction with a 30-year or 5-year maturity, as applicable, commencing on such day and in a representative amount with an acknowledged dealer
of good credit in the swap market, where the floating leg, calculated on an actual/360 day count basis, is equivalent to USD-LIBOR-BBA with a designated
maturity of three months. The calculation agent wil request the principal New York City office of each of the Reference Banks to provide a quotation of its
rate. If at least three quotations are provided, the rate for that day wil be the arithmetic mean of the quotations, eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If fewer than three quotations are
provided as requested, the applicable rate wil be determined by the calculation agent in good faith and using its reasonable judgment.

Call Right

We may cal the notes, in whole and not in part, for mandatory redemption on any interest payment date beginning July 9, 2015, upon not less than five
business days' notice to holders of the notes in the manner described below. Fol owing an exercise of our cal right, you wil receive an amount in cash
equal to 100% of the stated principal amount of notes you then hold, plus any accrued and unpaid interest.

So long as the notes are represented by global securities and are held on behalf of DTC, cal notices and other notices wil be given by delivery to DTC. If
the notes are no longer represented by global securities and are not held on behalf of DTC, cal notices and other notices wil be published in a leading
daily newspaper in the City of New York, which is expected to be The Wall Street Journal.

Redemption at the Option of the Holder; Defeasance

The notes are not subject to redemption at the option of any holder prior to maturity and are not subject to the defeasance provisions described in the
accompanying prospectus under "Description of Debt Securities--Defeasance."

Paying Agent and Trustee

Citibank, N.A. wil serve as paying agent and registrar for the notes and wil also hold the global security representing the notes as custodian for DTC. The
Bank of New York Mel on, as successor trustee under an indenture dated as of March 15, 1987, as amended, wil serve as trustee for the notes.

The CUSIP for the notes is 1730T0UG2. The ISIN for the notes is US1730T0UG20.

Calculation Agent

The calculation agent for the notes wil be Citibank, N.A., an affiliate of Citigroup Inc. Al determinations made by the calculation agent wil be at the sole
discretion of the calculation agent and wil , in the absence of manifest error, be conclusive for all purposes and binding on Citigroup Inc. and the holders of
the notes. Citibank, N.A. is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable judgment.

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Fixed to Floating Rate Notes due 2028
Leveraged Callable CMS Curve Linked Notes

Hypothetical Examples

The table below presents examples of hypothetical quarterly interest payments during the floating interest rate period based on various hypothetical CMS
reference index values. The figures below have been rounded for ease of analysis. The table and the fol owing examples of hypothetical interest payment
calculations are based on the fol owing terms:

§
Principal amount: $1,000

§
Leverage factor: 4

§
Maximum Interest Rate: 10.00%

As il ustrated below, if CMS30 is less than or equal to CMS5 on the applicable CMS reference determination date, the floating interest rate wil be the
minimum interest rate of 0% and no interest wil accrue on the notes for such quarterly interest payment period. If, on the other hand, the CMS reference
index is greater than 2.5% (taking into account that the CMS reference index wil be multiplied by 4 on the applicable CMS reference determination date),
the floating rate of interest for the related quarterly interest payment period wil be limited to the maximum interest rate of 10.00% per annum and you wil
not receive any interest in excess of that maximum per annum rate.

The examples are for purposes of il ustration only. The actual interest payments during the floating interest rate period wil depend on the actual value of
the CMS reference index on each CMS reference determination date. The applicable interest rate for each quarterly interest payment period wil be
determined on a per-annum basis but wil apply only to that quarterly interest payment period.

Hypothetical CMS
Hypothetical Interest Rate per
Hypothetical Quarterly Interest Payment(3)
Reference Index(1)
Annum(2)

-1.400%
0.00%
$0.00
-1.200%
0.00%
$0.00
-1.000%
0.00%
$0.00
-0.800%
0.00%
$0.00
-0.600%
0.00%
$0.00
-0.400%
0.00%
$0.00
-0.200%
0.00%
$0.00
0.000%
0.00%
$0.00
0.200%
0.80%
$2.00
0.400%
1.60%
$4.00
0.600%
2.40%
$6.00
0.800%
3.20%
$8.00
1.000%
4.00%
$10.00
1.200%
4.80%
$12.00
1.400%
5.60%
$14.00
1.600%
6.40%
$16.00
1.800%
7.20%
$18.00
2.000%
8.00%
$20.00
2.200%
8.80%
$22.00
2.400%
9.60%
$24.00
2.500%
10.00%
$25.00
2.600%
10.00%
$25.00
2.800%
10.00%
$25.00
3.000%
10.00%
$25.00
3.200%
10.00%
$25.00
3.400%
10.00%
$25.00
. _______________________________
(1) Hypothetical CMS reference index = (CMS30 CMS5), where CMS30 and CMS5 are determined on the second business day prior to the beginning of
the applicable quarterly interest payment period.
(2) Hypothetical interest rate per annum for the quarterly interest payment period = leverage factor × CMS reference index; subject to the minimum
interest rate and the maximum interest rate.
(3) Hypothetical quarterly interest payment on the note = (hypothetical interest rate per annum × 1,000) / 4.

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Leveraged Callable CMS Curve Linked Notes

Historical Information

The CMS Reference Index

The fol owing graph shows the daily values of the CMS reference index for each day such value was available from January 1, 2003 through July 3, 2013
using historical data obtained from Bloomberg. The historical values of the CMS reference index should not be taken as an indication of the future values
of the CMS reference index or the future performance of either rate used to calculate the CMS reference index during the term of the notes or what the
value of the notes may be. Any historical upward or downward trend in the CMS reference index during any period set forth below is not an indication that
the CMS reference index is more or less likely to increase or decrease at any time over the term of the notes.

The value of the CMS reference index at 11:00 a.m. (New York time) on July 3, 2013 was 1.902%.

United States Federal Income Tax Considerations

In the opinion of our tax counsel, Davis Polk & Wardwel LLP, the Notes wil be treated as "contingent payment debt instruments" for U.S. federal income
tax purposes, as described in the section of the accompanying prospectus supplement cal ed "United States Federal Tax Considerations--Tax
Consequences to U.S. Holders--Notes Treated as Contingent Payment Debt Instruments," and the remaining discussion assumes this treatment is
respected.
If you are a U.S. Holder, you wil be required to recognize interest income at the "comparable yield," which general y is the yield at which we could issue a
fixed-rate debt instrument with terms similar to those of the Notes, including the level of subordination, term, timing of payments and general market
conditions, but excluding any adjustments for the riskiness of the contingencies or the liquidity of the Notes. We are required to construct a "projected
payment schedule" in respect of the Notes representing a payment or a series of payments the amount and timing of which would produce a yield to
maturity on the Notes equal to the comparable yield. The amount of interest you include in income in each taxable year based on the comparable yield wil
be adjusted upward or downward to reflect the difference, if any, between the actual and projected payments on the Notes as determined under the
projected payment schedule.
Although it is not entirely clear how the comparable yield and projected payment schedule must be determined when a debt instrument may be redeemed
by the issuer prior to maturity, we have determined that the comparable yield for a Note is a rate of 4.510%, compounded quarterly, and that the projected
payment schedule with respect to a Note consists of the fol owing payments:
October 9, 2013
$25.000 October 9, 2018
$8.150 October 9, 2023
$5.872
January 9, 2014
$25.000 January 9, 2019
$7.792 January 9, 2024
$6.083

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