Obbligazione CitiCorp 3.75% ( US17298CFA18 ) in USD

CitiCorp

97.846 USD ⇌

Stati Uniti

US17298CFA18 ( in USD )

3.75% per anno ( pagato 2 volte l'anno)

27/12/2027

Prospetto opuscolo dell'obbligazione Citigroup US17298CFA18 en USD 3.75%, scadenza 27/12/2027

1 000 USD

1 000 000 USD

17298CFA1

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

27/12/2025 ( In 62 giorni )

Citigroup è una multinazionale statunitense operante nel settore dei servizi finanziari, con attività che includono la gestione patrimoniale, l'investment banking e le operazioni di credito al consumo.

The Obbligazione issued by CitiCorp ( United States ) , in USD, with the ISIN code US17298CFA18, pays a coupon of 3.75% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 27/12/2027

The Obbligazione issued by CitiCorp ( United States ) , in USD, with the ISIN code US17298CFA18, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by CitiCorp ( United States ) , in USD, with the ISIN code US17298CFA18, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 dp71340_424b2-1725.htm PRICING SUPPLEMENT
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be
Maximum aggregate offering price
Amount of registration fee(1) (2)
registered
Medium-Term Senior Notes, Series G
$1,000,000
$115.90
(1)
Calculated in accordance with Rule 457(r) of the Securities Act.
(2)
Pursuant to Rule 457(p) under the Securities Act, the $17,818.03 remaining of the registration fees previously paid with respect to unsold securities
registered on Post-Effective Amendment No. 1 to Registration Statement File No. 333-157386, filed on February 11, 2011 by Citigroup Funding
Inc., a wholly owned subsidiary of Citigroup Inc., and Registration Statement File No. 333-172554, filed on March 2, 2011 by Citigroup Funding
Inc., and previously carried forward with respect to unsold securities registered on Registration Statement File No. 333-192302, filed on November
13, 2013 by Citigroup Inc., is being carried forward, of which $115.90 is offset against the registration fee due for this offering and of which
$17,702.13 remains available for future registration fee offset. The most recent filing utilizing a portion of the registration fees previously paid with
respect to unsold securities registered on these registration statements was filed on December 23, 2016. No additional registration fee has been paid
with respect to this offering. The effectiveness of each of the registration statements referred to in this footnote (2) has expired. Please refer to
footnote (1) to the "Calculation of Registration Fee" table in Post-Effective Amendment No. 1 to Registration Statement File No. 333-214120, filed
on November 21, 2016 by Citigroup Inc.
Citigroup Inc.
December 21, 2016
Medium-Term Senior Notes, Series G
Pricing Supplement No. 2016-
CMTNG0992
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-214120
Callable Fixed Rate Notes Due December 27, 2027
x
The notes mature on December 27, 2027. We have the right to call the notes for mandatory redemption prior to
maturity quarterly during the last year of their term. Subject to our mandatory redemption right, the notes pay interest
semi-annually at a per annum rate equal to 3.75%.
x
The notes are unsecured senior debt obligations of Citigroup Inc. All payments due on the notes are subject to the
credit risk of Citigroup Inc.
x
It is important for you to consider the information contained in this pricing supplement together with the information
contained in the accompanying prospectus supplement and prospectus. The description of the notes below
supplements, and to the extent inconsistent with replaces, the description of the general terms of the notes set forth in
the accompanying prospectus supplement and prospectus.
KEY TERMS
Issuer:
Citigroup Inc.
Stated principal amount:
$1,000 per note
Aggregate stated principal
$1,000,000
amount:
Pricing date:
December 21, 2016
Original issue date:
December 27, 2016
Maturity date:
December 27, 2027. If the maturity date is not a business day, then the payment
required to be made on the maturity date will be made on the next succeeding business
day with the same force and effect as if it had been made on the maturity date. No
additional interest will accrue as a result of delayed payment.
Principal due at maturity:
Full principal amount due at maturity
Payment at maturity:
$1,000 per note plus any accrued and unpaid interest
Interest rate per annum:
From and including the original issue date to but excluding the maturity date, unless
previously redeemed by us: 3.75%
Interest period:
The period from and including the original issue date to but excluding the immediately
following interest payment date, and each successive period from and including an
interest payment date to but excluding the next interest payment date
Interest payment dates:
Semi-annually on the-27th day of each June and December, beginning on June 27, 2017
and ending on the maturity date, provided that if any such day is not a business day, the
applicable interest payment will be made on the next succeeding business day. No
additional interest will accrue on that succeeding business day. Interest will 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, which we refer to as a regular
record date, except that the interest payment due at maturity or upon earlier redemption
will be paid to the persons who hold the notes on the maturity date or earlier date of
redemption, as applicable.
Day count convention:
30/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
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Redemption:
Beginning on December 27, 2026, we have the right to call the notes for mandatory
redemption, in whole and not in part, on any redemption date and pay to you 100% of
the principal amount of the notes plus accrued and unpaid interest to but excluding the
date of such redemption. If we decide to redeem the notes, we will give you notice at
least five business days before the redemption date specified in the notice.
So long as the notes are represented by global securities and are held on behalf of The
Depository Trust Company ("DTC"), redemption notices and other notices will be given
by delivery to DTC. If the notes are no longer represented by global securities and are
not held on behalf of DTC, redemption notices and other notices will be published in a
leading daily newspaper in New York City, which is expected to be The Wall Street
Journal.
Redemption dates:
December 27, 2026, March 27, 2027, June 27, 2027 and September 27, 2027, provided
that if any such day is not a business day, the applicable redemption date will be the next
succeeding business day. No additional interest will accrue as a result of such delay in
payment.
Business day:
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on
which banking institutions are authorized or obligated by law or executive order to close
Business day convention:
Following
CUSIP / ISIN:
17298CFA1/US17298CFA18
Listing:
The notes will 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 willing to hold
them to maturity.
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal. See
"General Information--Supplemental information regarding plan of distribution; conflicts
of interest" in this pricing supplement.
Underwriting fee and issue
Issue price(1)
Underwriting fee(2)
Proceeds to issuer
price:
Per note:
$1,000.00
$12.50
$987.50
Total:
$1,000,000.00
$12,500.00
$987,500.00
(1) The issue price for investors purchasing the notes in fee-based advisory accounts will be $987.50 per note, assuming no custodial fee
is charged by a selected dealer, and up to $992.50, assuming the maximum custodial fee is charged by a selected dealer. See "General
Information--Fees and selling concessions" 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 will receive an underwriting fee
of $12.50 for each note sold in this offering (or up to $5.00 for each note sold to fee-based advisory accounts). Selected dealers not
affiliated with CGMI will receive a selling concession of $12.50 for each note they sell other than to fee-based advisory accounts. CGMI will
pay selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a variable selling concession of up to $5.00
for each note they sell to fee-based advisory accounts. Additionally, it is possible that CGMI and its affiliates may profit from hedging
activity related to this offering, even if the value of the notes declines. You should refer to "Risk Factors" and "General Information--Fees
and selling concessions" in this pricing supplement for more information.
Investing in the notes involves risks. See "Risk Factors" beginning on page PS-2.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined that this pricing supplement and the accompanying prospectus
supplement and prospectus 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 following hyperlink:
Prospectus Supplement and Prospectus each dated October 14, 2016
The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
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Citigroup Inc.
Callable Fixed Rate Notes Due December 27, 2027
Risk Factors
The following is a non-exhaustive list of certain key risk factors for investors in the notes. You should read the risk factors
below together with the risk factors included in the 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. We also urge you to consult your investment, legal, tax, accounting
and other advisers in connection with your investment in the notes.

The notes may be redeemed at our option, which limits your ability to accrue interest over the full term of the
notes. We may redeem the notes, in whole but not in part, on any redemption date beginning approximately ten years
after the date of issuance of the notes. In the event that we redeem the notes, you will receive the principal amount of
the notes and any accrued and unpaid interest to but excluding the redemption date. In this case, you will not have the
opportunity to continue to accrue and be paid interest to the maturity date of the notes.

Market interest rates at a particular time will affect our decision to redeem the notes. It is more likely that we will
call the notes for mandatory redemption prior to their maturity date at a time when the interest rate on the notes is
greater than that which we would pay on a comparable debt security of Citigroup Inc. with a maturity comparable to the
remaining term of the notes. Consequently, if we redeem 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.

An investment in the notes may be more risky than an investment in notes with a shorter term. The notes have
a term of eleven years, subject to our right to call the notes for mandatory redemption beginning ten years after the
date of issuance of the notes. By purchasing notes with a relatively long term, you will bear greater exposure to
fluctuations in interest rates than if you purchased a note with a shorter term. In particular, you may be negatively
affected if interest rates begin to rise, because the likelihood that we will redeem your notes will decrease and the
interest rate on the notes may be less than the amount of interest you could earn on other investments with a similar
level of risk available at such time. In addition, if you tried to sell your notes at such time, the value of your notes in any
secondary market transaction would also be adversely affected.

The notes are subject to the credit risk of Citigroup Inc., and any actual or anticipated changes to its credit
ratings or credit spreads may adversely affect the value of the notes. You are subject to the credit risk of Citigroup
Inc. If Citigroup Inc. defaults on its obligations under the notes, your investment would be at risk and you could lose
some or all of your investment. As a result, the value of the notes will be affected by changes in the market's view of
Citigroup Inc.'s creditworthiness. Any decline, or anticipated decline, in Citigroup Inc.'s credit ratings or increase, or
anticipated increase, in the credit spreads charged by the market for taking Citigroup Inc. credit risk is likely to
adversely affect the value of the notes.

The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity.
The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
notes. CGMI currently intends to make a secondary market in relation to the notes and to provide an indicative bid
price for the notes on a daily basis. Any indicative bid price for the notes provided by CGMI will be determined in
CGMI's sole discretion, taking into account prevailing market conditions and other relevant factors, and will not be a
representation by CGMI that the notes can be sold at that price or at all. CGMI may suspend or terminate making a
market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends or
terminates making a market, there may be no secondary market at all for the notes because it is likely that CGMI will
be the only broker-dealer that is willing to buy your notes prior to maturity. Accordingly, an investor must be prepared to
hold the notes until maturity.

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 will steadily decline to zero over the temporary
adjustment period. See "General Information--Temporary adjustment period" in this pricing supplement.

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

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The inclusion of underwriting fees and projected profit from hedging in the issue price is likely to adversely
affect secondary market prices. Assuming no changes in market conditions or other relevant factors, the price, if
any, at which CGMI may be willing to purchase the notes in secondary market transactions will likely be lower than the
issue price since the issue price of the notes includes, and secondary market prices are likely to exclude, underwriting
fees paid with respect to the notes, as well as the cost of hedging our obligations under the notes. The cost of hedging
includes the projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing
the hedging transactions. The secondary market prices for the notes are also likely to be reduced by the costs of
unwinding the related hedging transactions. Our affiliates may realize a profit from the expected hedging activity even if
the value of the notes declines. In addition, any secondary market prices for the notes may differ from values
determined by pricing models used by CGMI, as a result of dealer discounts, mark-ups or other transaction costs.
December 2016
PS-2
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Citigroup Inc.
Callable Fixed Rate Notes Due December 27, 2027

The price at which you may be able to sell your notes prior to maturity will depend on a number of factors and
may be substantially less than the amount you originally invest. A number of factors will influence the value of the
notes in any secondary market that may develop and the price at which CGMI may be willing to purchase the notes in
any such secondary market, including: interest rates in the market and the volatility of such rates, the time remaining to
maturity of the notes, hedging activities by our affiliates, fees and projected hedging fees and profits, expectations
about whether we are likely to redeem the notes and any actual or anticipated changes in the credit ratings, financial
condition and results of Citigroup Inc. The value of the notes will vary and is likely to be less than the issue price at any
time prior to maturity or redemption, and sale of the notes prior to maturity or redemption may result in a loss.
General Information
Temporary adjustment
For a period of approximately six months following issuance of the notes, the price, if any,
period:
at which CGMI would be willing to buy the notes from investors, and the value that will be
indicated for the notes on any brokerage account statements prepared by CGMI or its
affiliates (which value CGMI may also publish through one or more financial information
vendors), will reflect a temporary upward adjustment from the price or value that would
otherwise be determined. This temporary upward adjustment represents a portion of the
hedging profit expected to be realized by CGMI or its affiliates over the term of the notes.
The amount of this temporary upward adjustment will decline to zero on a straight-line
basis over the six-month temporary adjustment period. However, CGMI is not obligated to
buy the notes from investors at any time. See "Risk Factors--The notes will not be listed
on any securities exchange and you may not be able to sell them prior to maturity."
U.S. federal income tax
The notes will be treated for U.S. federal income tax purposes as fixed rate debt
considerations:
instruments that are issued without original issue discount.
Both U.S. and non-U.S. persons considering an investment in the notes should read the
discussion under "United States Federal Tax Considerations," and in particular the sections
entitled "United States Federal Tax Considerations--Tax Consequences to U.S. Holders,"
"--Tax Consequences to Non-U.S. Holders" and "--FATCA" in the accompanying
prospectus supplement for more information.
Trustee:
The Bank of New York Mellon (as trustee under an indenture dated November 13, 2013)
will serve as trustee for the notes.
Use of proceeds and
The net proceeds received from the sale of the notes will be used for general corporate
hedging:
purposes and, in part, in connection with hedging our obligations under the notes through
one or more of our affiliates.
Hedging activities related to the notes by one or more of our affiliates involved trading in
one or more instruments, such as options, swaps and/or futures, and/or taking positions in
any other available securities or instruments that we may wish to use in connection with
such hedging and may include adjustments to such positions during the term of the notes.
It is possible that our affiliates may profit from this 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 willing to purchase your notes in the secondary
market. For further information on our use of proceeds and hedging, see "Use of Proceeds
and Hedging" in the accompanying prospectus.
ERISA and IRA purchase
Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus
considerations:
supplement for important information for investors that are ERISA or other benefit plans or
whose underlying assets include assets of such plans.
Fees and selling
CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as
concessions:
principal and will receive an underwriting fee of $12.50 for each note sold in this offering (or
up to $5.00 for each note sold to fee-based advisory accounts). The actual underwriting fee
will be equal to $12.50 for each note sold by CGMI directly to the public and will otherwise
be equal to the selling concession provided to selected dealers, as described in this
paragraph. CGMI will pay selected dealers not affiliated with CGMI a selling concession of
$12.50 for each note they sell to accounts other than fee-based advisory accounts. CGMI
will pay selected dealers not affiliated with CGMI, which may include dealers acting as
custodians, a variable selling concession of up to $5.00 for each note they sell to fee-based
advisory accounts.
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Additionally, it is possible that CGMI and its affiliates may profit from hedging activity
related to this offering, even if the value of the notes declines. You should refer to "Risk
Factors" above and the
December 2016
PS-3
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Citigroup Inc.
Callable Fixed Rate Notes Due December 27, 2027
section "Use of Proceeds and Hedging" in the accompanying prospectus.
Supplemental information
The terms and conditions set forth in the Global Selling Agency Agreement dated
regarding plan of
November 13, 2013 among Citigroup Inc. and the agents named therein, including CGMI,
distribution; conflicts of
govern the sale and purchase of the notes.
interest:
The notes will not be listed on any securities exchange.
In order to hedge its obligations under the notes, Citigroup Inc. has entered into one or
more swaps or other derivatives transactions with one or more of its affiliates. You should
refer to the section "General Information--Use of proceeds and hedging" in this pricing
supplement and the section "Use of Proceeds and Hedging" in the accompanying
prospectus.
CGMI is an affiliate of Citigroup Inc. Accordingly, the offering of the notes will conform with
the requirements addressing conflicts of interest when distributing the securities of an
affiliate set forth in Rule 5121 of the Conduct Rules of the Financial Industry Regulatory
Authority, Inc. Client accounts over which Citigroup Inc., its subsidiaries or affiliates of its
subsidiaries have investment discretion are not permitted to purchase the notes, either
directly or indirectly, without the prior written consent of the client. See "Plan of Distribution;
Conflicts of Interest" in the accompanying prospectus supplement for more information.
Paying agent:
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security
representing the notes as custodian for The Depository Trust Company ("DTC").
Contact:
Clients may contact their local brokerage representative. Third party distributors may
contact Citi Structured Investment Sales at (212) 723-7005.
We encourage you to also read the accompanying prospectus supplement and prospectus, which can be accessed via the
hyperlink on the cover page of this pricing supplement.
Determination of Interest Payments
On each interest payment date, the amount of each interest payment will equal (i) the stated principal amount of the notes
multiplied by the interest rate in effect during that interest period divided by (ii) 2. If we call the notes for mandatory
redemption on a redemption date that is not also an interest payment date, the amount of interest included in the payment
you receive upon redemption will equal (i) the stated principal amount of the notes multiplied by the interest rate in effect
during that interest period divided by (ii) 4.
Certain Selling Restrictions
Hong Kong Special Administrative Region
The contents of this pricing supplement and the accompanying prospectus supplement and prospectus have not been
reviewed by any regulatory authority in the Hong Kong Special Administrative Region of the People's Republic of China
("Hong Kong"). Investors are advised to exercise caution in relation to the offer. If investors are in any doubt about any of
the contents of this pricing supplement and the accompanying prospectus supplement and prospectus, they should obtain
independent professional advice.
The notes have not been offered or sold and will not be offered or sold in Hong Kong by means of any document, other
than
(i)
to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or
agent); or
(ii)
to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong
(the "Securities and Futures Ordinance") and any rules made under that Ordinance; or
(iii)
in other circumstances which do not result in the document being a "prospectus" as defined in the
Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the
meaning of that Ordinance; and
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There is no advertisement, invitation or document relating to the notes which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong
or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that
Ordinance.
Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits and
are not covered by the Hong Kong Deposit Protection Scheme.
Singapore
This pricing supplement and the accompanying prospectus supplement and prospectus have not been registered as a
prospectus with the Monetary Authority of Singapore, and the notes will be offered pursuant to exemptions under the
Securities and Futures Act,
December 2016
PS-4
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Citigroup Inc.
Callable Fixed Rate Notes Due December 27, 2027
Chapter 289 of Singapore (the "Securities and Futures Act"). Accordingly, the notes may not be offered or sold or made the
subject of an invitation for subscription or purchase nor may this pricing supplement or any other document or material in
connection with the offer or sale or invitation for subscription or purchase of any notes be circulated or distributed, whether
directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the
Securities and Futures Act, (b) to a relevant person under Section 275(1) of the Securities and Futures Act or to any person
pursuant to Section 275(1A) of the Securities and Futures Act and in accordance with the conditions specified in Section
275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the Securities and Futures Act. Where the notes are subscribed or purchased under Section 275 of
the Securities and Futures Act by a relevant person which is:
(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures
Act)) the sole business of which is to hold investments and the entire share capital of which is owned by
one or more individuals, each of whom is an accredited investor; or
(b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary is an individual who is an accredited investor, securities (as defined in Section 239(1) of
the Securities and Futures Act) of that corporation or the beneficiaries' rights and interests (howsoever
described) in that trust shall not be transferable for 6 months after that corporation or that trust has
acquired the relevant securities pursuant to an offer under Section 275 of the Securities and Futures Act
except:
(i)
to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and
Futures Act or to any person arising from an offer referred to in Section 275(1A) or Section 276
(4)(i)(B) of the Securities and Futures Act; or
(ii)
where no consideration is or will be given for the transfer; or
(iii)
where the transfer is by operation of law; or
(iv)
pursuant to Section 276(7) of the Securities and Futures Act; or
(v)
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005 of Singapore.
Any notes referred to herein may not be registered with any regulator, regulatory body or similar organization or institution
in any jurisdiction.
The notes are Specified Investment Products (as defined in the Notice on Recommendations on Investment Products and
Notice on the Sale of Investment Product issued by the Monetary Authority of Singapore on 28 July 2011) that is neither
listed nor quoted on a securities market or a futures market.
Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits. These
notes are not insured products subject to the provisions of the Deposit Insurance and Policy Owners' Protection Schemes
Act 2011 of Singapore and are not eligible for deposit insurance coverage under the Deposit Insurance Scheme.
Validity of the Notes
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to Citigroup Inc., when the notes offered by this
pricing supplement have been executed and issued by Citigroup Inc. and authenticated by the trustee pursuant to the
indenture, and delivered against payment therefor, such notes will be valid and binding obligations of Citigroup Inc.,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors'
rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the
effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed
above. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York,
except that such counsel expresses no opinion as to the application of state securities or Blue Sky laws to the notes.
In giving this opinion, Davis Polk & Wardwell LLP has assumed the legal conclusions expressed in the opinion set forth
below of Barbara Politi, Assistant General CounselCapital Markets of Citigroup Inc. In addition, this opinion is subject to
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the assumptions set forth in the letter of Davis Polk & Wardwell LLP dated October 14, 2016, which has been filed as an
exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on October 14, 2016, that the indenture has been duly
authorized, executed and delivered by, and is a valid, binding and enforceable agreement of the trustee and that none of
the terms of the notes nor the issuance and delivery of the notes, nor the compliance by Citigroup Inc. with the terms of the
notes, will result in a violation of any provision of any instrument or agreement then binding upon Citigroup Inc. or any
restriction imposed by any court or governmental body having jurisdiction over Citigroup Inc.
In the opinion of Barbara Politi, Assistant General CounselCapital Markets of Citigroup Inc., (i) the terms of the notes
offered by this pricing supplement have been duly established under the indenture and the Board of Directors (or a duly
authorized committee thereof) of Citigroup Inc. has duly authorized the issuance and sale of such notes and such
authorization has not been modified or rescinded; (ii) Citigroup Inc. is validly existing and in good standing under the laws of
the State of Delaware; (iii) the indenture has been duly authorized, executed and delivered by Citigroup Inc.; and (iv) the
execution and delivery of such indenture and of the notes offered by
December 2016
PS-5
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