Obligation CitiCorp 5% ( US17298CCT36 ) en USD

CitiCorp

100 % ▲

Etas-Unis

US17298CCT36 ( en USD )

5% par an ( paiement semestriel )

02/08/2021 - Obligation échue

Prospectus brochure de l'obligation Citigroup US17298CCT36 en USD 5%, échue

1 000 USD

290 000 USD

17298CCT3

N/A

Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

L'obligation de type obligataire, identifiée par le code ISIN US17298CCT36 et le code CUSIP 17298CCT3, émise par Citigroup, est arrivée à échéance le 02 août 2021 et a été intégralement remboursée à sa valeur nominale. Citigroup, un conglomérat de services financiers multinationaux basé aux États-Unis, figure parmi les plus grandes institutions bancaires mondiales, offrant une vaste gamme de produits et services financiers aux consommateurs, aux entreprises et aux institutions à l'échelle planétaire, justifiant ainsi son rôle d'émetteur majeur sur les marchés de capitaux. Cette émission, libellée en dollars américains (USD), représentait une taille totale de 290 000 USD et offrait un taux d'intérêt annuel fixe de 5%, avec des paiements d'intérêts effectués avec une fréquence semestrielle (deux fois par an). Au moment de son remboursement, le prix sur le marché était de 100% de sa valeur nominale, confirmant le remboursement à parité. Le pays d'émission de cette obligation était les États-Unis, et une taille minimale d'achat de 1 000 USD était requise pour l'acquisition de ces titres.

424B2 1 dp58338_424b2-1342.htm PRICING SUPPLEMENT

CALCU LAT I ON OF REGI ST RAT I ON FEE

T it le of e a c h c la ss of se c urit ie s t o be re gist e re d
M a x im um a ggre ga t e offe ring pric e
Am ount of re gist ra t ion fe e (1) (2)
Medium-Term Senior Notes, Series G
$290,000
$33.70
(1) Calculated in accordance with Rule 457(r) of the Securities Act.

(2) Pursuant to Rule 457(p) under the Securities Act, the $213,567.49 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 $33.70 is offset against the registration fee due for this offering and of which $213,533.79
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.
J uly 2 9 , 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 6 0 5
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 9 2 3 0 2

Annual Reset Coupon Securities Based on the Russell 2000® Index Due August 2, 2021

?
The securities offer annual coupon payments at a rate that, for each annual coupon payment date, will depend on the
performance of the Russell 2000® Index (the "underlying index") over the preceding year. In general, the securities will pay a
higher annual coupon rate if the underlying index has appreciated over that year and a lower annual coupon rate if the
underlying index has depreciated over that year. In exchange for these annual coupon payments, investors in the securities
must be willing to accept the risk of a loss of principal at maturity based on the performance of the underlying index from the
initial index level, determined on the pricing date, to the final index level, determined on the final valuation date. The securities
provide a 15.00% buffer against any depreciation of the underlying index from the initial index level to the final index level.
H ow e ve r, if t he unde rlying inde x de pre c ia t e s by m ore t ha n 1 5 .0 0 % from t he init ia l inde x le ve l t o t he
fina l inde x le ve l, you w ill lose 1 % of t he st a t e d princ ipa l a m ount of your se c urit ie s for e ve ry 1 % by
w hic h t ha t de pre c ia t ion e x c e e ds 1 5 .0 0 % . Although you will be exposed to downside risk with respect to the underlying
index if the underlying index depreciates by more than 15.00%, you will not participate in any appreciation of the underlying
index or receive any dividends paid on the stocks that constitute the underlying index.

?
The securities are unsecured senior debt securities issued by Citigroup Inc. Investors in the securities must be willing to accept
(i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities if
we default on our obligations. All pa ym e nt s on t he se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup I nc .

K EY T ERM S

U nde rlying inde x :
The Russell 2000® Index (ticker symbol: "RTY")
Aggre ga t e st a t e d
$290,000
princ ipa l a m ount :
St a t e d princ ipa l a m ount : $1,000 per security
Pric ing da t e :
July 29, 2015
I ssue da t e :
July 31, 2015
Coupon pa ym e nt da t e s:
Annually on the 31st day of each July, commencing July 2016, or if such day is not a business day,
the immediately following business day, provided that, if the valuation date immediately preceding
any coupon payment date is postponed, such coupon payment date will be postponed for the same
number of business days and no additional interest will accrue as a result of such delayed
payment. Notwithstanding the foregoing, the coupon payment date for the final valuation date will
be the maturity date.
V a lua t ion da t e s:
With respect to each coupon payment date, the fifth business day preceding such coupon payment
date, and are scheduled to be July 25, 2016, July 24, 2017, July 24, 2018, July 24, 2019, July 24,
2020 and July 26, 2021 (the "final valuation date"), each subject to postponement if such date is
not a scheduled trading day or if certain market disruption events occur.
Annua l obse rva t ion
The period commencing on and including the pricing date and ending on and including the first
pe riod:
valuation date, and each subsequent period from and including a valuation date to and including
the next succeeding valuation date. We refer to the pricing date together with the valuation dates
as the "observation dates."
M a t urit y da t e :
August 2, 2021
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Coupon:
On each annual coupon payment date, the securities will pay a coupon at an annual rate
determined as follows:

? If the applicable annual index return percentage is ze ro or posit ive : 5.00%

? If the applicable annual index return percentage is ne ga t ive : 3.00%

I f t he a nnua l inde x re t urn pe rc e nt a ge for a ny c oupon pa ym e nt da t e is ne ga t ive
(m e a ning t ha t t he c losing le ve l of t he unde rlying inde x is low e r a t t he e nd of t he
m ost re c e nt a nnua l obse rva t ion pe riod t ha n it w a s a t t he be ginning of t ha t a nnua l
obse rva t ion pe riod), you w ill only re c e ive t he low e r of t he t w o possible a nnua l
int e re st ra t e s spe c ifie d a bove .
Annua l inde x re t urn
For any annual coupon payment date, the annual index return percentage is the percentage
pe rc e nt a ge :
change from the closing level of the underlying index on the observation date occurring at the
beginning of the most recently ended annual observation period to the closing level of the
underlying index on the observation date occurring at the end of that annual observation period,
calculated as follows: (i) final annual index level minus initial annual index level, divided by (ii) initial
annual index level.
I nit ia l a nnua l inde x le ve l: For purposes of calculating the annual index return percentage, the closing level of the underlying
index on the observation date occurring at the beginning of the relevant annual observation period
Fina l a nnua l inde x le ve l: For purposes of calculating the annual index return percentage, the closing level of the underlying
index on the observation date occurring at the end of the relevant annual observation period
Pa ym e nt a t m a t urit y:
At maturity, for each security you then hold, you will receive the applicable annual coupon payment
plus:

? If the final index level is gre a t e r t ha n or e qua l t o the buffer level: $1,000

? If the final index level is le ss t ha n the buffer level: ($1,000 × the index performance factor) +
$150.00

I f t he fina l inde x le ve l is le ss t ha n t he buffe r le ve l, your pa ym e nt a t m a t urit y w ill
be le ss, a nd possibly signific a nt ly le ss, t ha n t he $ 1 ,0 0 0 st a t e d princ ipa l a m ount
pe r se c urit y. Y ou should not inve st in t he se c urit ie s unle ss you a re w illing a nd
a ble t o be a r t he risk of losing a signific a nt port ion of your inve st m e nt .
I nit ia l inde x le ve l:
1,229.599, the closing level of the underlying index on the pricing date
Fina l inde x le ve l:
The closing level of the underlying index on the final valuation date
I nde x pe rform a nc e fa c t or:The final index level divided by the initial index level
Buffe r le ve l:
1,045.159, 85.00% of the initial index level
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17298CCT3 / US17298CCT36
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 (3)(4)
Proc e e ds t o issue r (4)
issue pric e :
Pe r se c urit y:
$1,000.00
$34.50
$965.50
T ot a l:
$290,000.00
$10,005.00
$279,995.00
(1) On the date of this pricing supplement, the estimated value of the securities is $928.70 per security, which is less than the issue price. The
estimated value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication of actual
profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the
securities from you at any time after issuance. See "Valuation of the Securities" in this pricing supplement.
(2) The issue price for investors purchasing the securities in fee-based advisory accounts will be $965.50 per security, assuming no custodial fee
is charged by a selected dealer, and up to $970.50, assuming the maximum custodial fee is charged by a selected dealer. See "Supplemental
Plan of Distribution" in this pricing supplement.
(3) CGMI will receive an underwriting fee of up to $34.50 for each security sold in this offering (or up to $5.00 for each security sold to fee-
based advisory accounts). See "Supplemental Plan of Distribution" in this pricing supplement.
(4) The per security proceeds to Citigroup Inc. indicated above represent the minimum per security proceeds to Citigroup Inc. for any security,
assuming the maximum per security underwriting fee of $34.50. As noted in footnote (3), the underwriting fee is variable. In addition to the
underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See
"Use of Proceeds and Hedging" in the accompanying prospectus.

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

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying produc t
supple m e nt , unde rlying supple m e nt , prospe c t us supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any
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re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

You should read this pricing supplement together with the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus, each of which can be accessed via the following hyperlinks:
Product Supplement No. EA-02-03 dated November 13, 2013 Underlying Supplement No. 3 dated November 13, 2013
Prospectus Supplement and Prospectus each dated November 13, 2013

T he se c urit ie s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due August 2, 2021

Additional Information

The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as
supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain
important disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could affect your
payment at maturity. These events and their consequences are described in the accompanying product supplement in the sections
"Description of the Securities--Certain Additional Terms for Securities Linked to an Underlying Index--Consequences of a Market
Disruption Event; Postponement of a Valuation Date" and "--Discontinuance or Material Modification of an Underlying Index", and
not in this pricing supplement. The accompanying underlying supplement contains important disclosures regarding the underlying
index that are not repeated in this pricing supplement. It is important that you read the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus together with this pricing supplement in connection with your
investment in the securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying product
supplement.

Hypothetical Examples

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

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

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

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

I nit ia l inde x le ve l:
1,229.599 (the closing level of the underlying index on the pricing date)
Buffe r le ve l:
1,045.159 (85.00% of the initial index level)
Coupon ra t e if re le va nt a nnua l
5.00% per annum
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re t urn pe rc e nt a ge is ze ro or
posit ive :

H ypot he t ic a l t ot a l re t urn on t he se c urit ie s2 if t he c losing
le ve l of t he unde rlying inde x is gre a t e r t ha n or e qua l t o
t he c losing le ve l of t he unde rlying inde x on t he prior
H ypot he t ic a l
H ypot he t ic a l
va lua t ion da t e on:
H ypot he t ic a l
pe rc e nt a ge c ha nge
pa ym e nt a t
All
1
N o
fina l inde x from init ia l inde x le ve l m a t urit y1 pe r
va lua t ion 4 va lua t ion 2 va lua t ion va lua t ion
va lua t ion
le ve l
t o fina l inde x le ve l
se c urit y
da t e s
da t e s
da t e s
da t e
da t e
1,414.039
15.00%
$1,000.00
30.00%
26.00%
22.00%
20.00%
18.00%
1,229.599
0.00%
$1,000.00
30.00%
26.00%
22.00%
20.00%
18.00%
1,106.639
-10.00%
$1,000.00
N/A
26.00%
22.00%
20.00%
18.00%
1,045.159
-15.00%
$1,000.00
N/A
26.00%
22.00%
20.00%
18.00%
1,045.036
-15.01%
$999.90
N/A
25.99%
21.99%
19.99%
17.99%
922.199
-25.00%
$900.00
N/A
16.00%
12.00%
10.00%
8.00%
614.800
-50.00%
$650.00
N/A
-9.00%
-13.00%
-15.00%
-17.00%
307.400
-75.00%
$400.00
N/A
-34.00%
-38.00%
-40.00%
-42.00%

(1) Excluding the final coupon payment.

(2) There are six valuation dates. The examples above do not show the hypothetical total return if the closing level of the underlying index is
greater than or equal to the closing level of the underlying index on the prior valuation date on 3 or 5 valuation dates. The hypothetical total
return on the securities is calculated as (a) (i) the payment at maturity (excluding the final coupon payment) per security plus the aggregate
coupon payments per security received over the term of the securities minus (ii) the $1,000 stated principal amount per security divided by (b)
the $1,000 stated principal amount per security.

July 2015
PS-2
Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due August 2, 2021

Summary Risk Factors

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

The following is a summary of certain key risk factors for investors in the securities. You should read this summary together with
the more detailed description of risks relating to an investment in the securities contained in the section "Risk Factors Relating to
the Securities" beginning on page EA-6 in the accompanying product supplement. You should also carefully read the risk factors
included in the documents incorporated by reference in the accompanying prospectus, including our most recent Annual Report on
Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to our business more generally.

?
Y ou m a y lose up t o 8 5 .0 0 % of t he st a t e d princ ipa l a m ount . Unlike conventional debt securities, the securities do
not repay a fixed amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the
underlying index. If the final index level is less than the buffer level, you will lose 1% of the stated principal amount of your
securities for every 1% by which the final index level is less than the buffer level.

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

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

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

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

?
T he se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup I nc . If we default on our obligations under the securities,
you may not receive anything owed to you under the securities.

?
T he se c urit ie s w ill not be list e d on a se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o
m a t urit y. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market
for the securities. CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative
bid price for the

July 2015
PS-3
Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due August 2, 2021

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

?
T he e st im a t e d va lue of t he se c urit ie s on t he pric ing da t e , ba se d on CGM I 's proprie t a ry pric ing m ode ls
a nd our int e rna l funding ra t e , is le ss t ha n t he issue pric e . The difference is attributable to certain costs associated
with selling, structuring and hedging the securities that are included in the issue price. These costs include (i) the selling
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concessions paid in connection with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates
in connection with the offering of the securities and (iii) the expected profit (which may be more or less than actual profit) to
CGMI or other of our affiliates in connection with hedging our obligations under the securities. These costs adversely affect the
economic terms of the securities because, if they were lower, the economic terms of the securities would be more favorable to
you. The economic terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather
than our secondary market rate, to price the securities. See "The estimated value of the securities would be lower if it were
calculated based on our secondary market rate" below.

?
T he e st im a t e d va lue of t he se c urit ie s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing
m ode ls. CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing
models. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the
underlying index, dividend yields on the stocks that constitute the underlying index and interest rates. CGMI's views on these
inputs may differ from your or others' views, and as an underwriter in this offering, CGMI's interests may conflict with yours.
Both the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the value of
the securities. Moreover, the estimated value of the securities set forth on the cover page of this pricing supplement may differ
from the value that we or our affiliates may determine for the securities for other purposes, including for accounting purposes.
You should not invest in the securities because of the estimated value of the securities. Instead, you should be willing to hold
the securities to maturity irrespective of the initial estimated value.

?
T he e st im a t e d va lue of t he se c urit ie s w ould be low e r if it w e re c a lc ula t e d ba se d on our se c onda ry
m a rk e t ra t e . The estimated value of the securities included in this pricing supplement is calculated based on our internal
funding rate, which is the rate at which we are willing to borrow funds through the issuance of the securities. Our internal
funding rate is generally lower than the market rate implied by traded instruments referencing our debt obligations in the
secondary market for those debt obligations, which we refer to as our secondary market rate. If the estimated value included in
this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be lower.
We determine our internal funding rate based on factors such as the costs associated with the securities, which are generally
higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal
funding rate is not an interest rate that we will pay to investors in the securities, which do not bear interest.

?
T he e st im a t e d va lue of t he se c urit ie s is not a n indic a t ion of t he pric e , if a ny, a t w hic h CGM I or a ny ot he r
pe rson m a y be w illing t o buy t he se c urit ie s from you in t he se c onda ry m a rk e t . Any such secondary market
price will fluctuate over the term of the securities based on the market and other factors described in the next risk factor.
Moreover, unlike the estimated value included in this pricing supplement, any value of the securities determined for purposes of
a secondary market transaction will be based on our secondary market rate, which will likely result in a lower value for the
securities than if our internal funding rate were used. In addition, any secondary market price for the securities will be reduced
by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities to be purchased in
the secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result, it is likely that
any secondary market price for the securities will be less than the issue price.

?
T he va lue of t he se c urit ie s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors. The value
of your securities prior to maturity will fluctuate based on the level and volatility of the underlying index and a number of other
factors, including the price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that
constitute the underlying index, interest rates generally, the time remaining to maturity and our creditworthiness, as reflected in
our secondary market rate. You should understand that the value of your securities at any time prior to maturity may be
significantly less than the issue price.

?
I m m e dia t e ly follow ing issua nc e , a ny se c onda ry m a rk e t bid pric e provide d by CGM I , a nd t he va lue t ha t
w ill be indic a t e d on a ny brok e ra ge a c c ount st a t e m e nt s pre pa re d by CGM I or it s a ffilia t e s, w ill re fle c t a
t e m pora ry upw a rd a djust m e nt . The amount of this temporary upward adjustment will steadily decline to zero over the
temporary adjustment period. See "Valuation of the Securities" in this pricing supplement.

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

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

?
Our offe ring of t he se c urit ie s doe s not c onst it ut e a re c om m e nda t ion of t he unde rlying inde x . The fact that
we are offering the securities does not mean that we believe that investing in an instrument linked to the underlying index is
likely to achieve favorable returns. In fact, as we are part of a global financial institution, our affiliates may have positions
(including short positions) in the stocks that constitute the underlying index or in instruments related to the underlying index or
such stocks, and may publish research or express opinions, that in each case are inconsistent with an investment linked to the
underlying index. These and other activities of our affiliates may affect the level of the underlying index in a way that has a
negative impact on your interests as a holder of the securities.

?
T he le ve l of t he unde rlying inde x m a y be a dve rse ly a ffe c t e d by our or our a ffilia t e s' he dging a nd ot he r
t ra ding a c t ivit ie s. We have hedged our obligations under the securities through CGMI or other of our affiliates, who have
taken positions directly in the stocks that constitute the underlying index and other financial instruments related to the
underlying index or such stocks and may adjust such positions during the term of the securities. Our affiliates also trade the
stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks on a
regular basis (taking long or short positions or both), for their accounts, for other accounts under their management or to
facilitate transactions on behalf of customers. These activities could affect the level of the underlying index in a way that
negatively affects the value of the securities. They could also result in substantial returns for us or our affiliates while the value
of the securities declines.

?
We a nd our a ffilia t e s m a y ha ve e c onom ic int e re st s t ha t a re a dve rse t o yours a s a re sult of our a ffilia t e s'
busine ss a c t ivit ie s. Our affiliates may currently or from time to time engage in business with the issuers of the stocks that
constitute the underlying index, including extending loans to, making equity investments in or providing advisory services to
such issuers. In the course of this business, we or our affiliates may acquire non-public information about such issuers, which
we will not disclose to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any
remedies against such issuer that are available to them without regard to your interests.

?
T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of ours, w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t t o
t he se c urit ie s. If certain events occur, such as market disruption events or the discontinuance of the underlying index,
CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your payment at
maturity. In making these judgments, the calculation agent's interests as an affiliate of ours could be adverse to your interests
as a holder of the securities.

?
Adjust m e nt s t o t he unde rlying inde x m a y a ffe c t t he va lue of your se c urit ie s. Russell Investment Group (the
"underlying index publisher") may add, delete or substitute the stocks that constitute the underlying index or make other
methodological changes that could affect the level of the underlying index. The underlying index publisher may discontinue or
suspend calculation or publication of the underlying index at any time without regard to your interests as holders of the
securities.

?
T he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he se c urit ie s a re unc le a r. There is no direct legal
authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the
Internal Revenue Service (the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and
the IRS or a court might not agree with the treatment described herein. If the IRS were successful in asserting an alternative
treatment for the securities, the tax consequences of ownership and disposition of the securities might be materially and
adversely affected. As described below under "United States Federal Tax Considerations," in 2007 the U.S. Treasury
Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. While it is not clear whether the securities would be viewed as
similar to the typical prepaid forward contract described in the notice, any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the
securities, including the character and timing of income or loss and the degree, if any, to which income realized by non-U.S.
persons is subject to withholding tax, possibly with retroactive effect.

As described below under "United States Federal Tax Considerations," in connection with any information reporting
requirements we may have in respect of the securities under applicable law, we intend to treat a portion of each coupon
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payment as attributable to interest and the remainder to option premium. However, in light of the uncertain treatment of the
securities, it is possible that other persons having withholding or information reporting responsibility in respect of the securities
may treat a security differently, for instance, by treating the entire coupon payment as ordinary income at the time received or
accrued by a holder and/or treating some or all of each coupon payment on a security as subject to withholding tax at a rate of
30%. Moreover, it is possible that in the future we may determine that we should withhold at a rate of 30% on coupon
payments on the securities. If withholding applies to the securities, we will not be required to pay any additional amounts with
respect to amounts so withheld.

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Citigroup Inc.
Annual Reset Coupon Securities Based on the Russell 2000® Index Due August 2, 2021

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

Information About the Underlying Index

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

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

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

Historical Information

The closing level of the underlying index on July 29, 2015 was 1,229.599.

The graph below shows the closing levels of the underlying index for each day such level was available from January 4, 2010 to
July 29, 2015. We obtained the closing levels from Bloomberg L.P., without independent verification. You should not take the
historical levels of the underlying index as an indication of future performance.

Russe ll 2 0 0 0 ® I nde x H ist oric a l Closing Le ve ls
J a nua ry 4 , 2 0 1 0 t o J uly 2 9 , 2 0 1 5
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United States Federal Tax Considerations

Prospe c t ive inve st ors should not e t ha t t he disc ussion unde r t he se c t ion c a lle d "U nit e d St a t e s Fe de ra l
T a x Conside ra t ions" in t he a c c om pa nying produc t supple m e nt doe s not a pply t o t he se c urit ie s issue d unde r
t his pric ing supple m e nt a nd is supe rse de d by t he follow ing disc ussion.

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

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

·
a financial institution;

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

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

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

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

·
a "regulated investment company";

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

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·
a person subject to the alternative minimum tax.

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

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

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

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

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

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

We will treat 63.41% of each coupon payment as interest on the Deposit and 36.59% as Put Premium for each security.

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

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

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

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·
a citizen or individual resident of the United States;

·
a corporation created or organized in or under the laws of the United States, any state therein or the District of
Columbia; or

·
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
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