Bond CitiCorp 0% ( US17323P8279 ) in USD

CitiCorp

100 % ⇌

United States

US17323P8279 ( in USD )

18/11/2021 - Bond has expired

Prospectus brochure of the bond Citigroup US17323P8279 in USD 0%, expired

1 000 USD

2 599 000 USD

17323P827

N/A

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

The Bond issued by CitiCorp ( United States ) , in USD, with the ISIN code US17323P8279, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 18/11/2021

424B2 1 dp61225_424b2-2037.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
$2,598,500
$261.67

(1) Calculated in accordance with Rule 457(r) of the Securities Act.
(2) Pursuant to Rule 457(p) under the Securities Act, the $172,805.24 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 $261.67 is offset against the registration fee due for this offering and of which $172,543.57 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.
N ove m be r 1 3 , 2 0 1 5
M e dium -T e rm Se nior N ot e s, Se rie s G
Pric ing Supple m e nt N o. 2 0 1 5 -CM T N G0 7 3 7
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
259,850 Trigger PLUS Based on the S&P 500® Index Due November 18, 2021
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Ove rvie w
? The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Inc. Unlike conventional debt
securities, the securities do not pay interest and do not repay a fixed amount of principal at maturity. Instead, the securities offer
a payment at maturity that may be greater than, equal to or less than the stated principal amount, depending on the performance
of the S&P 500® Index (the "underlying index") from the initial index level to the final index level.
? The securities offer leveraged exposure to the potential appreciation of the underlying index and contingent downside protection
against loss for a limited range of potential depreciation of the underlying index as described below. In exchange for those
features, investors in the securities must be willing to forgo any dividends that may be paid on the stocks that constitute the
underlying index. In addition, investors in the securities must be willing to accept full downside exposure to the underlying index,
with no buffer, if the underlying index depreciates by more than 25.00%. I f t he unde rlying inde x de pre c ia t e s by m ore
t ha n 2 5 .0 0 % from t he pric ing da t e t o t he va lua t ion da t e , 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 he fina l inde x le ve l is le ss t ha n t he init ia l inde x le ve l. T he re is no
m inim um pa ym e nt a t m a t urit y.
? In order to obtain the modified exposure to the underlying index that the securities provide, investors must be willing to accept (i)
an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the 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 S&P 500® Index (ticker symbol: "SPX")
Aggre ga t e st a t e d
$2,598,500
princ ipa l a m ount :
St a t e d princ ipa l a m ount :
$10 per security
Pric ing da t e :
November 13, 2015
I ssue da t e :
November 18, 2015
V a lua t ion da t e :
November 15, 2021, subject to postponement if such date is not a scheduled trading day or if
certain market disruption events occur
M a t urit y da t e :
November 18, 2021
Pa ym e nt a t m a t urit y:
For each $10 stated principal amount security you hold at maturity:
? If the final index level is gre a t e r t ha n the initial index level:
$10 + the leveraged return amount
? If the final index level is le ss t ha n or e qua l t o the initial index level but gre a t e r t ha n
or e qua l t o the trigger level:
$10
? If the final index level is le ss t ha n the trigger level:
$10 × the index performance factor
I f t he fina l inde x le ve l is le ss t ha n t he t rigge 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 $ 7 .5 0 pe r se c urit y. Y ou should
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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 or a ll of your inve st m e nt .
I nit ia l inde x le ve l:
2,023.04, the closing level of the underlying index on the pricing date
Fina l inde x le ve l:
The closing level of the underlying index on the valuation date
I nde x pe rform a nc e fa c t or: The final index level divided by the initial index level
I nde x pe rc e nt inc re a se :
The final index level minus the initial index level, divided by the initial index level
Le ve ra ge d re t urn a m ount : $10 × the index percent increase × the leverage factor
Le ve ra ge fa c t or:
150.00%
T rigge r le ve l:
1,517.28, 75.00% of the initial index level
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17323P827 / US17323P8279
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd
I ssue pric e (1)(2)
U nde rw rit ing fe e
Proc e e ds t o issue r
issue pric e :
Pe r se c urit y:
$10.00
$0.30(2)
$9.65

$0.05(3)

T ot a l:
$2,598,500.00
$90,947.50
$2,507,552.50
(1) On the date of this pricing supplement, the estimated value of the securities is $9.593 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) CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $0.35 for
each $10 security sold in this offering. Certain selected dealers, including Morgan Stanley Wealth Management, and their financial advisors will collectively
receive from CGMI a fixed selling concession of $0.30 for each $10 security they sell. Additionally, it is possible that 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.
(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by CGMI of $0.05 for each security.
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 -4 .
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 hyperlinks below:
Produc t Supple m e nt N o. EA-0 2 -0 3 da t e d N ove m be r 1 3 , 2 0 1 3 U nde rlying Supple m e nt N o. 3 da t e d
N ove m be r 1 3 , 2 0 1 3
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d N ove m be r 1 3 , 2 0 1 3
T he se c urit ie s a re not ba nk de posit s a nd a re not insure 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.
259,850 Trigger PLUS Based on the S&P 500® Index Due November 18, 2021
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

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
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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.

Investment Summary

The securities can be used:

?
As an alternative to direct exposure to the underlying index that enhances returns if the underlying index appreciates;

?
To enhance returns and potentially outperform the underlying index in a bullish scenario;

?
To obtain contingent protection against the loss of principal in the event of a decline of the underlying index as of the valuation
date, but only if the final index level is gre a t e r t ha n or e qua l t o the trigger level; and

?
To achieve similar levels of upside exposure to the underlying index as a direct investment, while using fewer dollars by taking
advantage of the leverage factor.

If the final index level is less than the trigger level, the securities are exposed on a 1-to-1 basis to the percentage decline of the
final index level from the initial index level. Accordingly, investors may lose their entire initial investment in the securities.

M a t urit y:
Approximately 6 years
Le ve ra ge fa c t or:
150.00%. The leverage factor applies only if the final index level
is greater than the initial index level.
T rigge r le ve l:
75.00% of initial index level
M inim um pa ym e nt a t m a t urit y:
None. Investors may lose their entire initial investment in the
securities.
I nt e re st :
None

Key Investment Rationale

The securities provide for the possibility of receiving a return at maturity equal to 150.00% of the appreciation of the underlying
index. At maturity, if the underlying index has a ppre c ia t e d from the initial index level to the final index level, investors will receive
the stated principal amount of their investment plus the leveraged upside performance of the underlying index. However, if the
underlying index has de pre c ia t e d by more than 25.00% from the initial index level to the final index level, investors will lose 1%
for every 1% by which the final index level is less than the initial index level. Under these circumstances, the payment at maturity
will be less than the stated principal amount and could be zero. I nve st ors m a y lose t he ir e nt ire init ia l inve st m e nt in t he
se c urit ie s. All payments on the securities are subject to the credit risk of Citigroup Inc.

The securities offer investors an opportunity to capture
Le ve ra ge d U pside Pe rform a nc e :
enhanced returns relative to a direct investment in the underlying
index if the underlying index appreciates.
If the final index level is gre a t e r t ha n the initial index level,
U pside Sc e na rio:
the payment at maturity for each security will be equal to the
$10 stated principal amount plus the leveraged return amount.

November 2015
PS-2
Citigroup Inc.
259,850 Trigger PLUS Based on the S&P 500® Index Due November 18, 2021
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

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If the final index level is le ss t ha n or e qua l t o the initial
index level but gre a t e r t ha n or e qua l t o the trigger level,
Pa r Sc e na rio:
which means that the underlying index has depreciated by no
more than 25.00% from the initial index level, the payment at
maturity will be $10 per security.
If the final index level is le ss t ha n the trigger level, which
means that the underlying index has depreciated by more than
25.00% from the initial index level, you will lose 1% for every 1%
decline in the value of the underlying index from the initial index
Dow nside Sc e na rio:
level (e.g., a 50% depreciation in the underlying index will result
in a payment at maturity of $5.00 per security). There is no
minimum payment at maturity on the securities, and investors
may lose their entire initial investment.

Hypothetical Examples

The diagram below illustrates your payment at maturity for a range of hypothetical percentage changes from the initial index level to
the final index level.

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

T rigge r PLU S
Pa ym e nt a t M a t urit y Dia gra m
The Securities The Underlying Index

November 2015
PS-3
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Citigroup Inc.
259,850 Trigger PLUS Based on the S&P 500® Index Due November 18, 2021
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

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

Ex a m ple 1 --U pside Sc e na rio. The hypothetical final index level is 2,124.19 (an approximately 5.00% increase from the initial
index level), which is gre a t e r t ha n the initial index level.

Payment at maturity per security = $10 + the leveraged return amount

= $10 + ($10 × the index percent increase × the leverage factor)

= $10 + ($10 × 5.00% × 150.00%)

= $10 + $0.75

= $10.75

Because the underlying index appreciated from the initial index level to the hypothetical final index level in this example, your total
return at maturity would reflect the appreciation of the underlying index multiplied by the leverage factor of 150.00%. In this
example, the underlying index appreciated by 5.00%, and you would receive a total return at maturity of 7.50%

Ex a m ple 2 --Pa r Sc e na rio. The hypothetical final index level is 1,921.89 (an approximately 5.00% decrease from the initial
index level), which is le ss t ha n the initial index level but gre a t e r t ha n the trigger level.

Payment at maturity per security = $10

Because the underlying index depreciated from the initial index level to the hypothetical final index level, but not by more than
25.00%, your payment at maturity in this scenario would be equal to the $10 stated principal amount per security.

Ex a m ple 3 --Dow nside Sc e na rio. The hypothetical final index level is 606.91 (an approximately 70.00% decrease from the
initial index level), which is le ss t ha n the trigger level.

Payment at maturity per security = $10 × the index performance factor

= $10 × 30.00%

= $3.00

Because the underlying index depreciated from the initial index level to the hypothetical final index level by more than 25.00%, your
payment at maturity in this scenario would reflect 1-to-1 exposure to the negative performance of the underlying index, with no
buffer.

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
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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 som e or a ll of your inve st m e nt . 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 trigger level, you will lose 1% of the stated principal amount of the securities for every 1% by
which the final index level is less than the initial index level. There is no minimum payment at maturity on the securities, and
you may lose up to all of your investment.

T he t rigge r fe a t ure of t he se c urit ie s e x pose s you t o pa rt ic ula r risk s. If the final index level is less than the
trigger level, the contingent downside protection against loss for a limited range of potential depreciation of the underlying index
offered by the securities will not apply and you will lose 1% of the stated principal amount of the securities for every 1% by
which the final index level is less than the initial index level. Unlike securities with a non-contingent downside protection
feature, the securities offer no

November 2015
PS-4
Citigroup Inc.
259,850 Trigger PLUS Based on the S&P 500® Index Due November 18, 2021
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

protection at all if the underlying index depreciates by more than 25.00% from the initial index level to the final index level. As
a result, you may lose your entire investment in the securities.

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

I nve st ing in t he se c urit ie s is not e quiva le nt t o inve st ing in t he unde rlying inde x or t he st oc k s t ha t
c onst it ut e t he unde rlying inde x . You will not have voting rights, rights to receive dividends or other distributions or any
other rights with respect to the stocks that constitute the underlying index. As of November 13, 2015, the average dividend yield
of the underlying index was approximately 2.16% per year. While it is impossible to know the future dividend yield of the
underlying index, if this average dividend yield were to remain constant for the term of the securities, you would be forgoing an
aggregate yield of approximately 12.96% (assuming no reinvestment of dividends) by investing in the securities instead of
investing directly in the stocks that constitute the underlying index or in another investment linked to the underlying index that
provides for a pass-through of dividends. The payment scenarios described in this pricing supplement do not show any effect
of lost dividend yield over the term of the securities.

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

T he 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 ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior
t o m a t urit y. The 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 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
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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 and structuring fees 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.

November 2015
PS-5
Citigroup Inc.
259,850 Trigger PLUS Based on the S&P 500® Index Due November 18, 2021
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

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.

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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.

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 over the term of the securities 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,

November 2015
PS-6
Citigroup Inc.
259,850 Trigger PLUS Based on the S&P 500® Index Due November 18, 2021
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

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. S&P Dow Jones Indices LLC (the
"underlying index publisher") may add, delete or substitute the stocks that constitute the underlying index or make other
methodological changes that could affect the level of the underlying index. The underlying index publisher may discontinue or
suspend calculation or publication of the underlying index at any time without regard to your interests as holders of the
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 of the securities as prepaid forward contracts. If the IRS were successful
in asserting an alternative treatment of the securities, the tax consequences of the 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
http://www.sec.gov/Archives/edgar/data/831001/000095010315008913/dp61225_424b2-2037.htm[11/17/2015 4:44:58 PM]

income tax treatment of "prepaid forward contracts" and similar instruments. 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 should be subject to withholding tax, possibly with retroactive effect. You should read carefully the discussion
under "United States Federal Tax Considerations" and "Risk Factors Relating to the Securities" in the accompanying product
supplement and "United States Federal Tax Considerations" in this pricing supplement. You should also consult your tax
adviser regarding the U.S. federal tax consequences of an investment in the securities, 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 S&P 500® Index consists of 500 common stocks selected to provide a performance benchmark for the large capitalization
segment of the U.S. equity markets. It is calculated and maintained by S&P Dow Jones Indices LLC. The S&P 500® Index is
reported by Bloomberg L.P. under the ticker symbol "SPX."

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

Historical Information

The closing level of the underlying index on November 13, 2015 was 2,023.04.

The graph below shows the closing levels of the underlying index for each day such level was available from January 4, 2010 to
November 13, 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.

November 2015
PS-7
Citigroup Inc.
259,850 Trigger PLUS Based on the S&P 500® Index Due November 18, 2021
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

S& P 5 0 0 ® I nde x H ist oric a l Closing Le ve ls
J a nua ry 4 , 2 0 1 0 t o N ove m be r 1 3 , 2 0 1 5
http://www.sec.gov/Archives/edgar/data/831001/000095010315008913/dp61225_424b2-2037.htm[11/17/2015 4:44:58 PM]

* The red line indicates the trigger level, equal to 75.00% of the closing level on November 13, 2015.

United States Federal Tax Considerations

You should read carefully the discussion under "United States Federal Tax Considerations" and "Risk Factors Relating to the
Securities" in the accompanying product supplement and "Summary Risk Factors" in this pricing supplement.

In the opinion of our counsel, Davis Polk & Wardwell LLP, which is based on current market conditions, a security should be
treated as a prepaid forward contract for U.S. federal income tax purposes. By purchasing a security, you agree (in the absence of
an administrative determination or judicial ruling to the contrary) to this treatment. There is uncertainty regarding this treatment, and
the IRS or a court might not agree with it.

Assuming this treatment of the securities is respected and subject to the discussion in "United States Federal Tax Considerations"
in the accompanying product supplement, the following U.S. federal income tax consequences should result under current law:

·
You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or
exchange.

·
Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to
the difference between the amount realized and your tax basis in the security. Such gain or loss should be long-term
capital gain or loss if you held the security for more than one year.

Subject to the discussion below, if you are a Non-U.S. Holder (as defined in the accompanying product supplement) of the
securities, you generally should not be subject to U.S. federal withholding or income tax in respect of any amount paid to you with
respect to the securities, provided that (i) income in respect of the securities is not effectively connected with your conduct of a
trade or business in the United States, and (ii) you comply with the applicable certification requirements.

The U.S. Treasury Department recently finalized the regulations referred to in "United States Federal Tax Considerations--Tax
Consequences to Non-U.S. Holders--Possible Application of Section 871(m) of the Code" in the accompanying product
supplement, which require withholding on certain "dividend equivalent" payments to non-U.S. persons. Based on the effective date
in the final regulations, those regulations will not apply to the securities assuming there is no significant modification to the
securities' terms that results in a deemed exchange of the securities for U.S. federal income tax purposes.

November 2015
PS-8
Citigroup Inc.
http://www.sec.gov/Archives/edgar/data/831001/000095010315008913/dp61225_424b2-2037.htm[11/17/2015 4:44:58 PM]

Document Outline

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