Obligation CityCorp Inc 1.444% ( US1730T0E963 ) en USD

CityCorp Inc

100 % ⇌

Etas-Unis

US1730T0E963 ( en USD )

1.444% par an ( paiement trimestriel )

28/01/2034

Prospectus brochure de l'obligation Citigroup Inc US1730T0E963 en USD 1.444%, échéance 28/01/2034

1 000 USD

60 000 000 USD

1730T0E96

BBB+ ( Qualité moyenne inférieure )

29/07/2025 ( Dans 28 jours )

Citigroup Inc. est une multinationale américaine offrant des services financiers diversifiés, incluant la banque de détail, la banque d'investissement, la gestion d'actifs et les services de marchés de capitaux, opérant dans le monde entier.

L'Obligation émise par CityCorp Inc ( Etas-Unis ) , en USD, avec le code ISIN US1730T0E963, paye un coupon de 1.444% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 28/01/2034

L'Obligation émise par CityCorp Inc ( Etas-Unis ) , en USD, avec le code ISIN US1730T0E963, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par CityCorp Inc ( Etas-Unis ) , en USD, avec le code ISIN US1730T0E963, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 dp43402_424b2-2975.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
$60,000,000
$7,728.00

(1) Calculated in accordance with Rule 457(r) of the Securities Act.

(2) Pursuant to Rule 457(p) under the Securities Act, the $2,529,581.25 remaining of 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 $7,728.00 is offset against the registration fee due for this
offering and of which $2,521,853.25 remains available for future registration fee offset. No additional registration fee has been paid
with respect to this offering.

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-192302
PRICING SUPPLEMENT NO. 2014--CMTNG0028 DATED JANUARY 24, 2014
(TO PROSPECTUS SUPPLEMENT AND PROSPECTUS EACH DATED NOVEMBER 13, 2013)
MEDIUM-TERM SENIOR NOTES, SERIES G
Callable Leveraged CMS Spread Notes Due January 29, 2034
$1,000 per Note
· The stated principal amount and issue price of each note is $1,000.

· Unless earlier redeemed by us, the notes have a maturity of approximately 20 years and will mature on January 29, 2034. At
maturity you will receive for each note you hold an amount in cash equal to $1,000 plus any accrued and unpaid interest. The notes
are subject to the credit risk of Citigroup Inc.

· The notes will bear interest at a rate of 11.00% per annum for one year from and including January 29, 2014 to but excluding
January 29, 2015.

· Unless earlier redeemed by us, from and including January 29, 2015 to but excluding the maturity date, the notes will bear interest
during each quarterly interest period at the per annum rate determined on the second U.S. government securities business day prior
to the beginning of such quarterly interest period equal to the greater of (i) 4 times the modified CMS Spread, subject to a maximum
interest rate of 11.00% per annum for any interest period, and (ii) the minimum interest rate of 0%. The modified CMS Spread will
be equal to the CMS Spread minus 0.25% and the CMS Spread will be equal to the 30-year Constant Maturity Swap Rate
("CMS30") minus the 2-year Constant Maturity Swap Rate ("CMS2"), as determined on the second U.S. government securities
business day prior to the beginning of such quarterly interest period.

· Interest on the notes, if any, is payable quarterly on the 29th day of each January, April, July and October, beginning on April 29,
2014 and ending on the maturity date or the date when the notes are called.

· We may call the notes, in whole and not in part, for mandatory redemption on any interest payment date beginning on January 29,
2016, upon not less than five business days' notice. Following an exercise of our call right, you will receive for each note you hold
an amount in cash equal to $1,000 plus any accrued and unpaid interest.

· The pricing date is January 24, 2014, the date we priced the notes for initial sale to the public.

· 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.

· The CUSIP for the notes is 1730T0E96. The ISIN for the notes is US1730T0E963.

Investing in the notes involves risks not associated with an investment in conventional debt securities. See
"Risk Factors Relating to the Notes" beginning on page PS-6.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of the notes or determined that this pricing supplement and accompanying prospectus and prospectus
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supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup Inc. The notes are not
insured or guaranteed by the Federal Deposit Insurance Corporation or by any other governmental agency or
instrumentality.

Per Note
Total
Issue Price(1)
$ 1,000
$60,000,000
Underwriting Fee(2)
$ 35
$2,100,000
Proceeds to Citigroup Inc.(2)
$ 965
$57,900,000
(1) On the date of this pricing supplement, the estimated value of the notes is $929.20 per note, which is less than the issue price. The
estimated value of the notes is based on Citigroup Global Markets Inc.'s ("CGMI") 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 notes from you at any time after issuance. See "Valuation of the Notes" in this pricing
supplement.
(2) CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an
underwriting fee of up to $35 for each $1,000 note sold in this offering. The actual underwriting fee will be equal to the selling
concession paid to selected dealers. The per note proceeds to Citigroup Inc. above represents the minimum per note proceeds to
Citigroup Inc., assuming the maximum per note underwriting fee. The total underwriting fee and proceeds to Citigroup Inc. shown above
give effect to the actual amount of this variable underwriting fee. CGMI will pay selected dealers not affiliated with CGMI a variable
selling concession of up to $35 for each $1,000 note they sell. Additionally, it is possible that CGMI and its affiliates may profit from
expected hedging activity related to this offering, even if the value of the notes declines. You should refer to "Risk Factors Relating to the
Notes" and "Plan of Distribution; Conflicts of Interest" in this pricing supplement for more information.

CGMI expects to deliver the notes to purchasers on January 29, 2014.

Investment Products
Not FDIC Insured
May Lose Value
No Bank Guarantee

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SUMMARY INFORMATION--Q&A

What Are the Notes?

The Callable Leveraged CMS Spread Notes are callable securities offered by Citigroup Inc. and have a maturity of
approximately twenty years.

For one year after issuance, from and including January 29, 2014 to but excluding January 29, 2015, the interest rate on the
notes is fixed at a rate of 11.00% per annum. Unless the notes are called by us, the per annum interest rate for any quarterly interest
period within the period from and including January 29, 2015 to but excluding the maturity date will equal the greater of (i) 4 times the
modified CMS Spread, subject to a maximum interest rate of 11.00% per annum for any interest period, and (ii) the minimum interest
rate of 0%. The modified CMS Spread will be equal to the CMS Spread minus 0.25% and the CMS Spread will be equal to the 30-year
Constant Maturity Swap Rate ("CMS30") minus the 2-year Constant Maturity Swap Rate ("CMS2"). During this later period (which
begins one year after the date of issuance of the notes), each of CMS30 and CMS2 will be as published on Reuters page "ISDAFIX1"
(or any successor page as determined by the calculation agent) at 11:00 am (New York time) on the applicable interest determination
date, which will be the second U.S. government securities business day prior to the beginning of the applicable quarterly interest period.
During this later period, the interest rate on the notes may equal but will not be less than zero.

The notes mature on January 29, 2034. We may call the notes, in whole and not in part, for mandatory redemption on any
quarterly interest payment date beginning January 29, 2016 upon not less than five business days' notice. Following an exercise of our
call right, you will receive an amount in cash equal to 100% of the stated principal amount of notes you then hold, plus any accrued and
unpaid interest. The notes do not provide for any redemption at your option prior to maturity.

The notes are unsecured senior debt securities issued by Citigroup Inc. The notes will rank equally with all other unsecured and
unsubordinated debt of Citigroup Inc. All payments on the notes, including the repayment of principal, are subject to the credit risk
of Citigroup Inc.

Each note represents a stated principal amount of $1,000. You may transfer the notes only in units of $1,000 and integral
multiples of $1,000. You will not have the right to receive physical certificates evidencing your ownership except under limited
circumstances. Instead, we will issue the notes in the form of a global certificate, which will be held by The Depository Trust Company
("DTC") or its nominee. Direct and indirect participants in DTC will record beneficial ownership of the notes by individual
investors. Accountholders in the Euroclear or Clearstream Banking clearance systems may hold beneficial interests in the notes through
the accounts those systems maintain with DTC. You should refer to the section "Description of Debt Securities--Book-Entry Procedures
and Settlement" in the accompanying prospectus.

Will I Receive Interest on the Notes?

While the notes will earn a fixed rate of interest from and including January 29, 2014 to but excluding January 29, 2015, the
interest payments on the notes from and including January 29, 2015 to but excluding the maturity date or the date when the notes are
called will vary and may be zero. We expect to pay interest, if any, in cash quarterly on the 29th day of each January, April, July and
October, beginning April 29, 2014 and ending on the maturity date or the date when the notes are called. We refer to each of these
quarterly payment dates as an interest payment date and each three-month period from and including an interest payment date (or the
issue date, in the case of the first interest period) to but excluding the next interest payment date or the maturity date as an interest period.

The per annum interest rate for any quarterly interest period from and including January 29, 2014 to but excluding January 29,
2015 will be 11.00% per annum. Unless the notes are called by us, the per annum interest rate for any quarterly interest period within the
period from and including January 29, 2015 to but excluding the maturity date will equal the greater of (i) 4 times the modified CMS
Spread, subject to a maximum interest rate of 11.00% per annum for any interest period, and (ii) the minimum interest rate of 0%. The
modified CMS Spread will be equal to the CMS Spread minus 0.25% and the CMS Spread will be equal to the 30-year Constant
Maturity Swap Rate ("CMS30") minus the 2-year Constant Maturity Swap Rate ("CMS2"). For the interest periods beginning on or
after January 29, 2015, the interest rate will be reset on the second U.S. government securities business day prior to the beginning of such
quarterly interest period, which we refer to as the interest determination date. During each interest period, interest will be calculated on
the basis of a 360-day year consisting of twelve 30-day months. The

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amount of each interest payment, if any, will equal (i) the stated principal amount of the notes multiplied by the interest rate in effect
during the applicable interest period divided by (ii) 4.

Beginning on January 29, 2015, if CMS30 is less than or equal to CMS2 plus 0.25%, on an applicable interest determination
date, then no interest will accrue on the notes for the interest period to which that interest determination date relates. As a result, there
may not be any interest payments on the notes after January 29, 2015. In addition, on any interest payment date on or after January 29,
2016, we have the right to call the notes on any interest payment date. We are more likely to call the notes at a time when interest is
accruing on the notes at a rate greater than that which would be payable on a conventional, fixed-rate debt security of Citigroup Inc. of
comparable maturity. If we call the notes, you may not be able to invest in other securities with a similar yield and level of risk. You
should refer to the section "Risk Factors Relating to the Notes" for further information.

Furthermore, because the interest applicable to a quarterly interest period after January 29, 2015 cannot exceed 11.00% per
annum, the amount of interest, if any, payable on the notes for any interest period will not exceed $27.50 per note even if the CMS
Spread applicable to such interest period is greater than 3.00% (taking into account that the value of the modified CMS Spread will be
multiplied by 4 on the applicable interest determination date). You should refer to the section "Risk Factors Relating to the Notes" for
further information.

The structure of the interest payments on the notes differs from notes that bear interest at a fixed rate and notes that bear interest
at a rate directly related to CMS30, CMS2, the CMS Spread or another interest rate. In connection with your investment in the notes, you
should understand how the interest rate calculations work. You can find more information in the section "Description of the Notes--
Interest" in this pricing supplement.

What Will I Receive at Maturity of the Notes?

The notes will mature on January 29, 2034. Subject to the credit risk of Citigroup Inc., at maturity, unless we have previously
called your notes, you will receive for each note you hold an amount in cash equal to $1,000 plus any accrued and unpaid interest.

What Will I Receive if Citigroup Inc. Calls the Notes?

We may call the notes, in whole and not in part, for mandatory redemption on any interest payment date beginning January 29,
2016, upon not less than five business days' notice to holders of the notes in the manner described in the section "Description of the
Notes--Call Right" in this pricing supplement. If we exercise our call right, you will receive an amount in cash equal to 100% of the
stated principal amount of notes you then hold, plus any accrued and unpaid interest.

What Will I Receive if I Sell the Notes Prior to Call or Maturity?

You will receive 100% of the stated principal amount of your notes only if you hold the notes at call or maturity. If you choose
to sell your notes before the notes are called or mature, you are not guaranteed and should not expect to receive the full stated principal
amount of the notes you sell. You should refer to the sections "Risk Factors Relating to the Notes--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" and "--The Notes Will Not Be Listed on Any Securities Exchange and You May Not Be Able to Sell Your Notes
Prior to Maturity" in this pricing supplement for further information.

Where Can I Find Examples of Hypothetical Interest Payments?

For examples setting forth hypothetical interest amounts payable over the term of the notes, see "Description of the Notes--
Hypothetical Interest Payment Examples" in this pricing supplement.

Who Publishes CMS30 and CMS2 and What Do They Measure?

Constant maturity swap rates measure the market fixed coupon rate that is to be paid in exchange for a floating three-month-
LIBOR-based rate for a specified period of time. Unless otherwise stated in this pricing supplement, CMS30 and CMS2 will equal the
30-year Constant Maturity Swap Rate and the 2-year Constant Maturity Swap Rate, each as published on Reuters page "ISDAFIX1" (or
any successor page as determined by the calculation agent) at 11:00 am (New York time) on the applicable interest determination date
(as described in the section "Determination of the CMS30 and the CMS2").

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What Has the CMS Spread Been Historically?

We have provided a graph showing the value of the CMS Spread on each day such value was available from January 2, 2004 to
January 24, 2014, without giving effect to the 0.25% deduction reflected in the modified CMS Spread. You can find this graph in the
section "Historical Data on the CMS Spread" in this pricing supplement. We have provided this historical information to help you
evaluate the behavior of the CMS Spread in recent years. However, past performance is not indicative of how the CMS Spread will
perform in the future. In addition, interest payments on the notes will be based not on the CMS Spread but on the modified CMS Spread,
which reflects a deduction of 0.25% from the CMS Spread. You should also refer to the section "Risk Factors Relating to the
Notes--The Historical Value of the CMS Spread Is Not an Indication of the Future Value of the CMS Spread" in this pricing supplement.

What Are the U.S. Federal Tax Consequences of Investing in the Notes?

See "United States Federal Income Tax Considerations" below for a description of the U.S. federal tax consequences of
investing in the notes. You should consult your adviser regarding all aspects of the U.S. federal tax consequences of an investment in the
notes in light of your particular circumstances.
Will the Notes Be Listed on a Stock Exchange?

The notes will not be listed on any exchange.

Can You Tell Me More About Citigroup Inc.?

Citigroup Inc. is a diversified global financial services holding company whose businesses provide a broad range of financial
services to consumer and corporate customers.

What Is the Role of Citigroup Inc.'s Affiliates, CGMI and Citibank, N.A.?

Our affiliate, Citigroup Global Markets Inc. ("CGMI"), is the underwriter for the offering and sale of 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 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 the maturity date. You should refer to "Risk Factors Relating to the Notes" and "Plan of Distribution; Conflicts of
Interest" in this pricing supplement for more information.

Citibank, N.A. will act as calculation agent for the notes. As calculation agent, Citibank, N.A. will make determinations with
respect to the notes. You should refer to "Risk Factors Relating to the Notes--The Calculation Agent, Which is an Affiliate of the Issuer,
Will Make Determinations With Respect to the Notes" in this pricing supplement for more information.

Can You Tell Me More About the Effect of Citigroup Inc.'s Hedging Activity?

We have hedged our obligations under the notes through one or more of our affiliates. This hedging activity likely involves
trading in instruments, such as options, swaps or futures, based on CMS30, CMS2 and the CMS Spread. The costs of maintaining or
adjusting this hedging activity could affect the price at which our affiliate CGMI may be willing to purchase your notes in the secondary
market. Moreover, this hedging activity may result in our or our affiliates' receipt of a profit, even if the value of the notes declines. You
should refer to "Risk Factors Relating to the Notes--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" in this pricing supplement and
"Use of Proceeds and Hedging" in the accompanying prospectus.

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Does ERISA Impose Any Limitations on Purchases of the Notes?

See "Benefit Plan Investor Considerations" in this pricing supplement for further information.

Are There Any Risks Associated With My Investment?

Yes, the notes are subject to a number of risks. Please refer to the section "Risk Factors Relating to the Notes" in this pricing
supplement.

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RISK FACTORS RELATING TO THE NOTES

Because the terms of the notes differ from those of conventional debt securities, an investment in the notes entails significant
risks not associated with an investment in conventional debt securities, including, among other things, fluctuations in the relative values
of CMS30 and CMS2, and other events that are difficult to predict and beyond our control.

The Amount of Interest Payable on the Notes Will Vary and May Be Zero

Because CMS30 and CMS2 are floating rates, the CMS Spread will fluctuate. Thus, beginning one year after issuance, on
January 29, 2015, the rate at which any interest may accrue on the notes will vary. In particular, beginning on January 29, 2015, if the
modified CMS Spread is less than or equal to 0% (i.e., if CMS30 is less than or equal to CMS2 plus 0.25%) on the second U.S.
government securities business day prior to the beginning of a quarterly interest period, you will not earn any interest during that interest
period. Furthermore, the interest rate that is determined on the relevant interest determination date will apply to the entire interest period
following such interest determination date even if the CMS Spread increases during that interest period.

The Interest Rate Applicable to the Notes Will be Subject to a Maximum Per Annum Rate

The interest rate applicable to the notes cannot exceed 11.00% per annum for any interest period after the first year of the term
of the notes. This maximum interest rate will limit the amount of interest you may be paid on the notes to a maximum of $27.50 per note
per interest period. As a result, if the CMS Spread applicable to any interest period beginning on January 29, 2015 is greater than
3.00% (taking into account that the modified CMS Spread will be multiplied by 4 on the applicable interest determination date), the
notes will provide you less interest income than an investment in a similar instrument that is not subject to a maximum per annum interest
rate.

The CMS Spread Applicable to Any Interest Period Will be Reduced by 0.25%

Unless called by us, from and including January 29, 2015 to but excluding the maturity date, when determining the interest rate
applicable to each interest period, 0.25% will be deducted from the level of the CMS Spread on the relevant interest determination date
to determine the modified CMS Spread. As a result, the effective yield on your notes will be less than that which would be payable on a
security paying interest directly linked to the level of the CMS Spread without any deduction.

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

The Notes May Be Called at Our Option, Which Limits Your Ability to Accrue Interest Over the Full Term of the Notes

We may call all of the notes on any interest payment date beginning January 29, 2016 upon not less than five business days'
notice. In the event that we call the notes, you will receive the stated principal amount of your investment in the notes and any accrued
and unpaid interest to and including the date when the notes are called. In this case, you will not have the opportunity to continue to
accrue and be paid interest to the original maturity date of the notes.

The Relative Values of CMS30 and CMS2 Will Affect Our Decision to Call the Notes

It is more likely we will call the notes prior to their maturity date if the CMS Spread results in interest accruing on the notes at
a rate greater than that which would be payable on a conventional, fixed-rate debt security of Citigroup Inc. of comparable maturity. If
we call the notes prior to their maturity, you may not be able to invest in other securities with a similar level of risk that yield as much
interest as the notes.

The Notes Are Subject to the Credit Risk of Citigroup Inc., and Any Actual or Anticipated Changes to Its Credit Ratings and
Credit Spreads May Adversely Affect the Value of the Notes

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

The Notes Will Not Be Listed on Any Securities Exchange and You May Not Be Able to Sell Your Notes Prior to Maturity

The notes 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.

The Estimated Value of the Notes on the Pricing Date, Based on CGMI's Proprietary Pricing Models and Our Internal Funding
Rate, Is Less than the Issue Price

The difference is attributable to certain costs associated with selling, structuring and hedging the notes that are included in the
issue price. These costs include (i) the selling concessions paid in connection with the offering of the notes, (ii) hedging and other costs
incurred by us and our affiliates in connection with the offering of the notes 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 notes. These costs adversely affect
the economic terms of the notes because, if they were lower, the economic terms of the notes would be more favorable to you. The
economic terms of the notes are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary
market rate, to price the notes. See "The Estimated Value of the Notes Would Be Lower if it Were Calculated Based on Our Secondary
Market Rate" below.

The Estimated Value of the Notes Was Determined for Us by Our Affiliate Using Proprietary Pricing Models

CGMI derived the estimated value disclosed on the cover 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 CMS Spread
and interest rates. CGMI's views on these inputs may differ from your or others' views, and as an underwriter in this offering, CGMI's
interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore not an accurate
reflection of the value of the notes. Moreover, the estimated value of the notes set forth on the cover page of this pricing supplement may
differ from the value that we or our affiliates may determine for the notes for other purposes, including for accounting purposes. You
should not invest in the notes because of the estimated value of the notes. Instead, you should be willing to hold the notes to maturity
irrespective of the initial estimated value.

The Estimated Value of the Notes Would be Lower if it Were Calculated Based on Our Secondary Market Rate

The estimated value of the notes included in this pricing supplement is calculated based on our internal funding rate, which is
the rate at which we are willing to borrow funds through the issuance of the notes. 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 notes, which are generally higher than the costs associated with conventional debt securities, and our liquidity
needs and preferences. Our internal funding rate is not the same as the rate at which interest is payable on the notes.

The Estimated Value of the Notes Is Not an Indication of the Price, if any, at which CGMI or Any Other Person May Be Willing
to Buy the Notes from You in the Secondary Market

Any such secondary market price will fluctuate over the term of the notes based on the market and other factors described in the
next risk factor. Moreover, unlike the estimated value included in this pricing supplement, any value of the notes determined for
purposes of a secondary market transaction will be based on our secondary market rate, which will likely result in a lower value for the
notes than if our internal funding rate were used. In

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addition, any secondary market price for the notes will be reduced by a bid-ask spread, which may vary depending on the aggregate
stated principal amount of the notes to be purchased in the secondary market transaction, and the expected cost of unwinding related
hedging transactions. As a result, it is likely that any secondary market price for the notes will be less than the issue price.

The Price at Which You May Be Able to Sell Your Notes Prior to Maturity Will Depend on a Number of Factors and May Be
Substantially Less Than the Amount You Originally Invest

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

The CMS Spread. We expect that the value of the notes at any time will depend on whether and to what degree, if any, CMS30
exceeds CMS2 by more than 0.25%. In general, we expect that a decrease in the CMS Spread will cause a decrease in the value of the
notes because the interest, if any, payable on the notes will depend on the modified CMS Spread. Conversely, in general, we expect that
an increase in the CMS Spread may tend to cause an increase in the value of the notes. However, an increase in the CMS Spread may
increase the likelihood of the notes being called. CMS30, CMS2 and the economic relationship between the two will be influenced by
complex and interrelated political, economic, financial and other factors that can affect the money markets generally and the London
interbank market in particular.

Volatility of the CMS Spread. Volatility is the term used to describe the size and frequency of market fluctuations. If the
volatility of the CMS Spread changes, the value of the notes may change.

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

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

Time Premium or Discount. As a result of a "time premium" or "discount," the notes may trade at a value above or below that
which would be expected based on the level of interest rates and the value of the CMS Spread, which disparity is expected to be larger
the longer the time remaining to the maturity of the notes. A "time premium" or "discount" results from expectations concerning the value
of the CMS Spread during the period prior to the maturity of the notes. However, as the time remaining to maturity decreases, this "time
premium" or "discount" may diminish, increasing or decreasing the value of the notes.
Hedging Activities. Hedging activities related to the notes by one or more of our affiliates likely involves trading in one or
more instruments, such as options, swaps or futures, based upon CMS30, CMS2, the CMS Spread, or taking positions in any other
available securities or instruments that we may wish to use in connection with such hedging. It is possible that our affiliates or we may
profit from our hedging activity, even if the value of the notes declines. Profit or loss from this hedging activity could affect the price at
which Citigroup Inc.'s affiliate CGMI may be willing to purchase your notes in the secondary market.

Creditworthiness of Citigroup Inc. Actual or anticipated changes in our creditworthiness, as reflected in our secondary market
rate, may affect the value of the notes. The notes are subject to our credit risk.
We want you to understand that the impact of one of the factors specified above may offset some or all of any change in the
value of the notes attributable to another factor.

Immediately Following Issuance, any Secondary Market Bid Price Provided by CGMI, and the Value that Will Be Indicated on
Any Brokerage Account Statements Prepared by CGMI or its Affiliates, Will Reflect a Temporary Upward Adjustment

The amount of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period. See
"Valuation of the Notes" in this pricing supplement.

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