Obligation Citi Global Markets 0.25% ( US17324CBD74 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17324CBD74 ( en USD )

0.25% par an ( paiement semestriel )

03/05/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CBD74 en USD 0.25%, échue

1 000 USD

1 681 000 USD

17324CBD7

N/A

Citigroup Global Markets Holdings est une filiale de Citigroup Inc. qui offre une gamme complète de services de marchés financiers, notamment des services de banque d'investissement, de courtage, de négociation de titres et de gestion des risques.

**Analyse d'une Obligation Émise par Citigroup Global Markets Holdings Arrivée à Maturité** L'instrument de dette dont il est question est une obligation émise par Citigroup Global Markets Holdings, une entité clé au sein du groupe Citigroup, l'un des plus grands conglomérats de services financiers au monde, qui utilise fréquemment cette filiale comme véhicule d'émission pour divers instruments financiers, y compris des obligations, afin de faciliter ses opérations de marchés de capitaux et de structurer ses levées de fonds. Cette obligation spécifique, identifiée par le code ISIN US17324CBD74 et également par le code CUSIP 17324CBD7, avait été émise aux États-Unis et libellée en dollars américains (USD). Portant un taux d'intérêt nominal de 0,25%, l'émission représentait une taille totale de 1 681 000 USD, avec une taille minimale d'achat fixée à 1 000 USD pour les investisseurs. Les paiements d'intérêts étaient effectués avec une fréquence semestrielle (deux fois par an). Ce titre de créance est arrivé à pleine maturité le 3 mai 2022 et a été intégralement remboursé aux investisseurs à 100% de sa valeur nominale, marquant ainsi la fin de son cycle de vie financière sur le marché.

424B2 1 dp69965_424b2-1365.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 N
$1,681,000
$194.83
(1) Calculated in accordance with Rule 457(r) of the Securities Act.
(2) Pursuant to Rule 456(b) under the Securities Act, a total of $238,498.33 remains of the fees previously paid on January 8, 2016. The filing fee for this issuance of
$194.83 is offset against that amount, such that $238,303.50 remains available for future registration fees.

Citigroup Global Markets Holdings Inc.
Oc t obe r 2 8 , 2 0 1 6
M e dium -T e rm Se nior N ot e s, Se rie s N
Pric ing Supple m e nt N o. 2 0 1 6 -U SN CH 0 1 8 8
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 os. 3 3 3 -1 9 2 3 0 2 a nd 3 3 3 -1 9 2 3 0 2 -0 6
Market-Linked Notes Based on a Basket of Three Underliers Due May 3, 2022
The notes offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings
Inc. and guaranteed by Citigroup Inc. The notes offer a semi-annual coupon at a rate of 0.25% per annum and the potential for
an additional positive return at maturity based on the average basket return percentage of a basket (the "basket") consisting of
the Dow Jones Industrial AverageTM, the EURO STOXX 50® Index and shares of the iShares® Core U.S. Aggregate Bond ETF
(each, a "basket component"), measured as described below. If the average basket return percentage is positive, you will receive
a positive return at maturity equal to 100% of that average basket return percentage in addition to the final coupon payment.
However, if the average basket return percentage is negative or zero, your total return on the notes will be limited to the sum of
the coupon payments paid over the term of the notes. Even if the average basket return percentage is positive, so that you do
receive a positive return at maturity in addition to the final coupon payment, there is no assurance that your total return at
maturity on the notes will compensate you for the effects of inflation or be as great as the yield you could have achieved on a
conventional debt security of ours of comparable maturity.
The average basket return percentage is the average of the percentage changes in the closing level of the basket from the
pricing date to each quarterly valuation date occurring over the term of the notes. You should understand that the return on the
notes may be significantly lower than the actual return on the basket, as measured from the pricing date to the final valuation
date, because of the manner in which the average basket return percentage is calculated. In addition, as an investor in the
notes, you must be willing to forgo any dividends paid on the stocks included in the Dow Jones Industrial AverageTM or the
EURO STOXX 50® Index and any distributions of interest payments on the bonds held by the iShares® Core U.S. Aggregate
Bond ETF over the term of the notes.
In order to obtain the modified exposure to the basket that the notes provide, investors must be willing to accept (i) an
investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the notes if we and
Citigroup Inc. default on our obligations. All pa ym e nt s on t he not e s a re subje c t t o t he c re dit risk of Cit igroup
Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
K EY T ERM S
I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc.
Ba sk e t :
I nit ia l
Com pone nt
Ba sk e t Com pone nt
We ight ing
V a lue *
M ult iplie r* *

Dow Jones Industrial AverageTM (ticker
symbol: "INDU")
33.34%
18,161.19
0.00184

EURO STOXX 50® Index (ticker symbol:
"SX5E")
33.33%
3,079.24
0.01082

Shares of the iShares® Core U.S. Aggregate
Bond ETF (ticker symbol: "AGG")
33.33%
$111.16
0.29984

* The initial component value for each basket component is the closing level or closing
price, as applicable, of that basket component on the pricing date
** The multiplier for each basket component is determined as follows: (initial basket level ×
weighting) / initial component value.
Aggre ga t e st a t e d princ ipa l
$1,681,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
October 28, 2016
I ssue da t e :
November 2, 2016
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V a lua t ion da t e s:
The 28th day of each January, April, July and October during the term of the notes,
beginning January 2017, each subject to postponement if such date is not a scheduled
trading day or if certain market disruption events occur with respect to a basket component
M a t urit y da t e :
May 3, 2022
Coupon pa ym e nt da t e s:
The 3rd day of each May and November, beginning on May 3, 2017 and ending on the
maturity date, provided that if any such day is not a business day, the applicable coupon
payment will be made on the next succeeding business day and no interest will accrue as
a result of delayed payment
Coupon:
On each semi-annual coupon payment date, the notes will pay a coupon at a rate of
0.25% per annum
Pa ym e nt a t m a t urit y:
For each note, the $1,000 stated principal amount per note plus the note return amount,
which will be either zero or positive, plus the coupon payment due at maturity
N ot e re t urn a m ount :
· If the average basket return percentage is gre a t e r t ha n ze ro :
$1,000 × average basket return percentage × upside participation rate
· If the average basket return percentage is le ss t ha n or e qua l t o ze ro :
$0
Ave ra ge ba sk e t re t urn
The arithmetic average of the interim basket return percentages, as measured on each of
pe rc e nt a ge :
the valuation dates
I nt e rim ba sk e t re t urn
On each valuation date: (ending basket level initial basket level) / initial basket level
pe rc e nt a ge :
I nit ia l ba sk e t le ve l:
100
Ending ba sk e t le ve l:
The closing level of the basket on the relevant valuation date. The closing level of the
basket on any valuation date is equal to the sum of the products of each basket
component's closing level or closing price, as applicable, on that date and its multiplier
U pside pa rt ic ipa t ion ra t e :
100.00%
List ing:
The notes will not be listed on any securities exchange
CU SI P / I SI N :
17324CBD7 / US17324CBD74
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 issue
I ssue pric e (1)(2)
U nde rw rit ing
Proc e e ds t o issue r
pric e :
fe e (2)(3)
Pe r not e :
$1,000
$30
$970
T ot a l:
$1,681,000
$50,430
$1,630,570
(1) On the date of this pricing supplement, the estimated value of the notes is $925.40 per note, which is less than the issue price.
The estimated value of the notes is based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication
of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may
be willing to buy the notes from you at any time after issuance. See "Valuation of the Notes" in this pricing supplement.
(2) The issue price for investors purchasing the notes in fee-based advisory accounts will be $970.00 per note, assuming no
custodial fee is charged by a selected dealer, and up to $975.00, assuming the maximum custodial fee is charged by a selected
dealer. See "Supplemental Plan of Distribution" in this pricing supplement.
(3) For more information on the distribution of the notes, see "Supplemental Plan of Distribution" in this pricing supplement. 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 notes declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
I nve st ing in t he not e 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 -6 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") 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 not e s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying
produc t supple m e nt , unde rlying supple m e nt , prospe c t us supple m e nt a nd prospe c t us is t rut hful or c om ple t e .
Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
You should read this pricing supplement together with the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below.
Produc t Supple m e nt N o. EA-0 3 -0 4 da t e d M a rc h 8 , 2 0 1 6 U nde rlying Supple m e nt N o. 4 da t e d M a rc h 8 , 2 0 1 6
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d M a rc h 7 , 2 0 1 6
T he not e 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 Global Markets Holdings Inc.
Market-Linked Notes Based on a Basket of Three Underliers Due May 3, 2022
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Additional Information

Ge ne ra l. The terms of the notes 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, including market disruption events and other events affecting the basket
components, and their consequences are described in the accompanying product supplement in the sections "Description of the
Notes--Certain Additional Terms for Notes Linked to ETF Shares or Company Shares--Consequences of a Market Disruption
Event; Postponement of a Valuation Date," "--Dilution and Reorganization Adjustments" and "--Delisting, Liquidation or Termination
of an Underlying ETF" with respect to the basket component that is an ETF and in the sections "Description of the Notes--Certain
Additional Terms for Notes 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" with respect to the basket components that
are indices. The accompanying underlying supplement contains important disclosures regarding the basket components 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 notes.
Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement.

Post pone m e nt of a va lua t ion da t e . If a valuation date is postponed for a reason that affects less than all of the basket
components, the ending basket level on that valuation date will be calculated based on (i) for each unaffected basket component,
its closing level or closing price, as applicable, on the originally scheduled valuation date and (ii) for each affected basket
component, its closing level or closing price, as applicable, on the valuation date as postponed (or, if earlier, the first scheduled
trading day for that basket component following the originally scheduled valuation date on which a market disruption event did not
occur with respect to that basket component). See "Description of the Notes--Certain Additional Terms for Notes Linked to ETF
Shares or Company Shares--Consequences of a Market Disruption Event; Postponement of a Valuation Date" and "Description of
the Notes--Certain Additional Terms for Notes Linked to an Underlying Index--Consequences of a Market Disruption Event;
Postponement of a Valuation Date" in the accompanying product supplement.

Dilut ion a nd re orga niza t ion a djust m e nt s. The multiplier with respect to shares of the iShares® Core U.S. Aggregate Bond
ETF is subject to adjustment upon the occurrence of any of the events described in the accompanying product supplement in the
section "Description of the Notes--Certain Additional Terms for Notes Linked to ETF Shares or Company Shares--Dilution and
Reorganization Adjustments."

October 2016
PS-2
Citigroup Global Markets Holdings Inc.
Market-Linked Notes Based on a Basket of Three Underliers Due May 3, 2022

Hypothetical Examples

The following four examples illustrate the calculation of the average basket return percentage and the payment at maturity on the
notes based on different hypothetical interim basket return percentages for each of the quarterly valuation dates occurring during
the term of the notes. Your actual payment at maturity per note will depend on the actual average basket return percentage.

I nve st ors in t he not e s w ill not re c e ive a ny divide nds pa id on t he st oc k s inc lude d in t he Dow J one s
I ndust ria l Ave ra ge TM or t he EU RO ST OX X 5 0 ® I nde x or a ny dist ribut ions of int e re st pa ym e nt s on t he bonds
he ld by t he iSha re s Core U .S. Aggre ga t e Bond ET F. T he e x a m ple s be low do not show a ny e ffe c t of lost
divide nd or dist ribut ion yie ld ove r t he t e rm of t he not e s. See "Summary Risk Factors--Investing in the notes is not
equivalent to investing in the basket components" below.

Ex a m ple 1

H ypot he t ic a l Pe rform a nc e of t he Ba sk e t

T he int e rim ba sk e t re t urn pe rc e nt a ge from t he pric ing da t e t o t he fina l va lua t ion da t e is 1 3 .0 0 % but t he
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a ve ra ge ba sk e t re t urn pe rc e nt a ge is only 6 .5 0 % . The graph above illustrates the hypothetical percentage change in the
closing level of the basket from the pricing date to each of the valuation dates. In this example, the basket appreciates steadily
over the term of the notes.

Payment at maturity per note = $1,000 + the note return amount + the coupon payment due at maturity

= $1,000 + ($1,000 × average basket return percentage × upside participation rate) + the coupon payment due at maturity

= $1,000 + ($1,000 × 6.50% × 100.00%) + (($1,000 × 0.25%) / 2)

= $1,000 + $65.00 + $1.25

= $1,066.25

Because the average basket return percentage is greater than zero, your payment at maturity in this example would be equal to
the $1,000 stated principal amount per note plus the note return amount, in addition to the coupon payment due at maturity, or
$1,066.25 per note. In this example, the return on the notes is significantly less than the performance of the basket as measured
from the pricing date to the final valuation date.

October 2016
PS-3
Citigroup Global Markets Holdings Inc.
Market-Linked Notes Based on a Basket of Three Underliers Due May 3, 2022

Ex a m ple 2

H ypot he t ic a l Pe rform a nc e of t he Ba sk e t

T he int e rim ba sk e t re t urn pe rc e nt a ge from t he pric ing da t e t o t he fina l va lua t ion da t e is -1 4 .1 3 % a nd t he
a ve ra ge ba sk e t re t urn pe rc e nt a ge is -3 .2 5 % . The graph above illustrates the hypothetical percentage change in the
closing level of the basket from the pricing date to each of the valuation dates. In this example, the basket has negative interim
basket return percentages on some valuation dates and positive interim basket return percentages on other valuation dates.
Because the negative interim basket return percentages are relatively large in absolute terms, the positive interim basket return
percentages are more than offset by the negative interim basket return percentages, and the average basket return percentage is -
3.25%.

Payment at maturity per note = $1,000 + the note return amount + the coupon payment due at maturity

= $1,000 + $0 + (($1,000 × 0.25%) / 2)

= $1,000 + $0 + $1.25
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= $1,001.25

Because the average basket return percentage is less than zero, the note return amount will equal zero. Accordingly, the payment
at maturity per note will equal the $1,000 stated principal amount per note plus the coupon payment due at maturity, or $1,001.25.

Ex a m ple 3

H ypot he t ic a l Pe rform a nc e of t he Ba sk e t

October 2016
PS-4
Citigroup Global Markets Holdings Inc.
Market-Linked Notes Based on a Basket of Three Underliers Due May 3, 2022

T he int e rim ba sk e t re t urn pe rc e nt a ge from t he pric ing da t e t o t he fina l va lua t ion da t e is 7 .5 0 % but t he
a ve ra ge ba sk e t re t urn pe rc e nt a ge is only -0 .6 8 % . The graph above illustrates the hypothetical percentage change in the
closing level of the basket from the pricing date to each of the valuation dates. In this example, the basket depreciates early in the
term of the notes, remains at a level below the initial basket level for a significant period of time and then appreciates significantly
later in the term of the notes. In this example, the notes significantly underperform the basket over the term of the notes.

Payment at maturity per note = $1,000 + the note return amount + the coupon payment due at maturity

= $1,000 + $0 + (($1,000 × 0.25%) / 2)

= $1,000 + $0 + $1.25

= $1,001.25

Because the average basket return percentage is less than zero, the note return amount will equal zero. Accordingly, the payment
at maturity per note will equal the $1,000 stated principal amount per note plus the coupon payment due at maturity, or $1,001.25.

Ex a m ple 4

H ypot he t ic a l Pe rform a nc e of t he Ba sk e t

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T he int e rim ba sk e t re t urn pe rc e nt a ge from t he pric ing da t e t o t he fina l va lua t ion da t e is -0 .5 0 % a nd t he
a ve ra ge ba sk e t re t urn pe rc e nt a ge is 5 .3 0 % . The graph above illustrates the hypothetical percentage change in the
closing level of the basket from the pricing date to each of the valuation dates. In this example, the basket appreciates early in the
term of the notes and then declines significantly later in the term of the notes. The level of the basket is greater than its closing
level on the final valuation date for a significant period of time during the term of the notes. The average basket return percentage
is 5.30%, which is greater than -0.50%, the interim basket return percentage from the pricing date to the final valuation date.

Payment at maturity per note = $1,000 + the note return amount + the coupon payment due at maturity

= $1,000 + ($1,000 × average basket return percentage × upside participation rate) + the coupon payment due at maturity

= $1,000 + ($1,000 × 5.30% × 100.00%)+ (($1,000 × 0.25%) / 2)

= $1,000 + $53.00 + $1.25

= $1,054.25

Because the average basket return percentage is greater than zero, your payment at maturity in this example would be equal to
the $1,000 stated principal amount per note plus the note return amount, in addition to the coupon payment due at maturity, or
$1,054.25 per note.

October 2016
PS-5
Citigroup Global Markets Holdings Inc.
Market-Linked Notes Based on a Basket of Three Underliers Due May 3, 2022

Summary Risk Factors

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

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

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Y our re t urn on t he not e s m a y be lim it e d t o t he sum of t he c oupon pa ym e nt s. You will receive a positive return
on your investment in the notes in excess of the sum of the coupon payments only if the average basket return percentage is
greater than zero. If the average basket return percentage is equal to or less than zero, you will only receive, at maturity, the
stated principal amount of $1,000 for each note plus the coupon payment due at maturity. As the coupon rate payable on the
notes is only 0.25% per annum, even if the average basket return percentage is greater than zero, there is no assurance that
your total return at maturity on the notes will be as great as could have been achieved on conventional debt securities of ours
of comparable maturity.

Alt hough t he not e s provide for t he re pa ym e nt of t he st a t e d princ ipa l a m ount a t m a t urit y a nd c oupon
pa ym e nt s, you m a y ne ve rt he le ss suffe r a loss on your inve st m e nt in re a l va lue t e rm s if t he a ve ra ge
ba sk e t re t urn pe rc e nt a ge is le ss t ha n or not suffic ie nt ly gre a t e r t ha n ze ro. This is because inflation may cause
the real value of the stated principal amount to be less at maturity than it is at the time you invest, and because an investment
in the notes represents a forgone opportunity to invest in an alternative asset that does generate a positive real return greater
than the coupon rate payable on the notes. This potential loss in real value terms is significant given the 5.5-year term of the
notes. You should carefully consider whether an investment that may provide a return that is lower than the return on
alternative investments is appropriate for you.

T he not e s a re de signe d for inve st ors w ho a re w illing t o forgo full upside e x posure t o t he ba sk e t in
c e rt a in m a rk e t sc e na rios in orde r t o a void dow nside e x posure t o t he ba sk e t . Your potential for a positive
return on the notes beyond the semi-annual coupon payments is based on the average basket return percentage of the basket.
You should understand that the average basket return percentage may be significantly lower than the actual return on the
basket as measured from the pricing date to the final valuation date. In particular, if the closing level of the basket is greater on
the final valuation date than it was, on average, on the quarterly valuation dates over the term of the notes, the average basket
return percentage will be lower than the actual return on the basket. For example, if the closing level of the basket increases at
a more or less steady rate over the term of the notes, the average basket return percentage will be less than the percentage
increase in the closing level of the basket from the pricing date to the final valuation date. This underperformance will be
especially significant if there is a significant increase in the closing level of the basket during the latter portion of the term of the
notes. In addition, it is possible that the average basket return percentage will be zero or negative, resulting in no return on the
notes beyond the semi-annual coupon payments, even if the closing level of the basket at or near maturity is significantly
greater than it was on the pricing date. One scenario in which this may occur is when the closing level of the basket declines
early in the term of the notes, remains below the initial basket level for a significant period of time and then increases
significantly later in the term of the notes.

Because the average basket return percentage may be significantly lower than the actual return on the basket from the pricing
date to the final valuation date, an investment in the notes may significantly underperform a direct investment in the basket.
This is an important trade-off that investors in the notes must be willing to make in exchange for the repayment of the stated
principal amount at maturity even if the basket declines. You should not invest in the notes unless you understand and are
willing to accept the drawbacks associated with the averaging feature of the notes.

I nve st ing in t he not e s is not e quiva le nt t o inve st ing in t he ba sk e t c om pone nt s. You will not have voting rights,
rights to receive dividends on stocks or distributions of interest on bonds or any other rights with respect to the basket
components or the securities included in the basket components. The payment scenarios described in this pricing supplement
do not show any effect of lost dividend or distribution yield over the term of the notes.

It is important to understand that, for purposes of measuring the performance of the basket components, the levels and prices
used will not reflect the receipt or reinvestment of dividends or distributions on the basket components or their underlying
securities. Dividend or distribution yield on the basket components would be expected to represent a significant portion of the
overall return on a direct investment in the basket components, but will not be reflected in the performance of the basket
components as measured for purposes of the notes (except to the extent that dividends and distributions reduce the levels or
prices of the basket components). The magnitude of this lost dividend or distribution yield may be particularly significant in the
case of the iShares Core U.S. Aggregate Bond ETF. The iShares Core U.S. Aggregate Bond ETF is a bond fund and, as with
any bond fund, distributions of interest payments on the bonds held by the fund would be expected to make up a significant
portion of the overall yield on a direct investment in the fund. The notes will not reflect distributions of interest payments on the
bonds held by iShares Core U.S. Aggregate Bond ETF and, therefore, will not reflect the interest component of the yield on the
iShares Core U.S. Aggregate Bond

October 2016
PS-6
Citigroup Global Markets Holdings Inc.
https://www.sec.gov/Archives/edgar/data/200245/000095010316017580/dp69965_424b2-1365.htm[11/2/2016 9:24:37 AM]

Market-Linked Notes Based on a Basket of Three Underliers Due May 3, 2022

ETF. As a result, the performance of the iShares Core U.S. Aggregate Bond ETF as measured for purposes of the notes may
be significantly less than the return that a direct investor in the iShares Core U.S. Aggregate Bond ETF would realize.

T he not e s a re subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc . If we
default on our obligations under the notes and Citigroup Inc. defaults on its guarantee obligations, you may not receive
anything owed to you under the notes.

T he not e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o
m a t urit y. The 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.

Sa le of t he not e s prior t o m a t urit y m a y re sult in a loss of princ ipa l. You will be entitled to receive at least the full
stated principal amount of your notes, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.,
only if you hold the notes to maturity. The value of the notes may fluctuate during the term of the notes, and if you are able to
sell your notes prior to maturity, you may receive less than the full stated principal amount of your notes.

T he e st im a t e d va lue of t he not e 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 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.

T he e st im a t e d va lue of t he not e 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 basket
components, the correlation among the basket components, dividend or distribution yields on the basket components or the
securities included in the basket components 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.

T he e st im a t e d va lue of t he not e 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 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 our secondary market rate, which is the rate that CGMI will use in determining the value of the notes for
purposes of any purchases of the notes from you in the secondary market. 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 coupon that is payable on the notes.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines
our secondary market rate based on the market price of traded instruments referencing the debt obligations of Citigroup Inc.,
our parent company and the guarantor of all payments due on the notes, but subject to adjustments that CGMI makes in its
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sole discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather
reflects the market's perception of our parent company's creditworthiness as adjusted for discretionary factors such as CGMI's
preferences with respect to purchasing the notes prior to maturity.

T he e st im a t e d va lue of t he not e 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 not e 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 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 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.

October 2016
PS-7
Citigroup Global Markets Holdings Inc.
Market-Linked Notes Based on a Basket of Three Underliers Due May 3, 2022

T he va lue of t he not e 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 notes prior to maturity will fluctuate based on the levels or prices of the basket components and a number of other
factors, including the volatility of the basket components, the correlation among the basket components, the dividend and
distribution yields on the basket components or the securities included in the basket components, the volatility of the exchange
rate between the U.S. dollar and the euro, the correlation between that exchange rate and the level of the EURO STOXX 50®
Index, interest rates generally, the time remaining to maturity and our and/or Citigroup Inc.'s creditworthiness, as reflected in
our secondary market rate. Changes in the levels or prices of the basket components may not result in a comparable change
in the value of your notes. You should understand that the value of your notes 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 Notes" in this pricing supplement.

T he ba sk e t c om pone nt s m a y offse t e a c h ot he r. The performance of one basket component may not correlate with
the performance of the other basket components. If one of the basket components appreciates, the other basket components
may not appreciate as much or may even depreciate. In such event, the appreciation of one of the basket components may be
moderated, wholly offset or more than offset by lesser appreciation or by depreciation in the value of one or more of the other
basket components.

T he ba sk e t c om pone nt s m a y be highly c orre la t e d in de c line . The performances of the basket components may
become highly correlated during periods of declining prices. This may occur because of events that have broad effects on
markets generally or on the markets that the basket components track. If the basket components become correlated in decline,
the depreciation of one basket component will not be offset by the performance of the other basket components and, in fact,
each basket component may contribute to an overall decline from the initial basket level to each of the ending basket levels
during the term of the notes.

T he EU RO ST OX X 5 0 ® I nde x is subje c t t o risk s a ssoc ia t e d w it h fore ign e quit y se c urit ie s. Investments in
securities linked to the value of foreign equity securities involve risks associated with the securities markets in those countries,
including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies
in certain countries. Also, there is generally less publicly available information about foreign companies than about U.S.
companies that are subject to the reporting requirements of the SEC, and foreign companies are generally subject to
accounting, auditing and financial reporting standards and requirements and securities trading rules that are different from those
applicable to U.S. reporting companies. The prices of securities issued in foreign markets may be affected by political,
economic, financial and social factors in those countries, or global regions, including changes in government, economic and
fiscal policies and currency exchange laws.

T he pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x w ill not be a djust e d for c ha nge s in t he e x c ha nge ra t e
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be t w e e n t he e uro a nd t he U .S. dolla r. The EURO STOXX 50® Index is composed of stocks traded in euro, the value of
which may be subject to a high degree of fluctuation relative to the U.S. dollar. However, the performance of the EURO
STOXX 50® Index and the value of your notes will not be adjusted for exchange rate fluctuations. If the euro appreciates
relative to the U.S. dollar over the term of the notes, your return on the notes will underperform an alternative investment that
offers exposure to that appreciation in addition to the change in the level of the EURO STOXX 50® Index.

T he iSha re s ® Core U .S. Aggre ga t e Bond ET F is subje c t t o signific a nt risk s, inc luding int e re st ra t e -
re la t e d a nd c re dit -re la t e d risk s. Because the performance of the notes is linked to the shares of the iShares® Core U.S.
Aggregate Bond ETF, the notes are exposed to fluctuations in the value of U.S. dollar-denominated fixed-income securities.
The performance of the iShares® Core U.S. Aggregate Bond ETF that is measured for purposes of the notes will only reflect
changes in the market prices of the fixed-income securities held by the iShares® Core U.S. Aggregate Bond ETF and will not
reflect interest payments on these fixed-income securities. As a result, the performance of the iShares® Core U.S. Aggregate
Bond ETF that is measured for purposes of the notes will be less, and perhaps significantly less, than the return that would be
realized by a direct investor in the iShares® Core U.S. Aggregate Bond ETF. The market prices of the fixed-income securities
held by the iShares® Core U.S. Aggregate Bond ETF are volatile and significantly influenced by a number of factors,
particularly the yields on these fixed-income securities as compared to current market interest rates and the actual or perceived
credit quality of the issuers of these fixed-income securities.

In general, the value of fixed-income securities is significantly affected by changes in current market interest rates. As interest
rates rise, the price of fixed-income securities, including those held by the iShares® Core U.S. Aggregate Bond ETF, is likely to
decrease. Securities with longer durations tend to be more sensitive to interest rate changes, usually making them more volatile
than securities with shorter durations. The eligibility criteria for the fixed-income securities included in the index that underlies
the iShares® Core U.S. Aggregate Bond ETF, which mandates that each security must have a minimum term remaining to
maturity of one year for continued eligibility, means that, at any time, only longer-term securities underlie the iShares® Core
U.S. Aggregate Bond ETF, which thereby increases the risk of price volatility in the underlying securities and, consequently,
the volatility in the value of the iShares® Core U.S. Aggregate Bond ETF. As a result, rising interest rates may cause the
value of the bonds held by the iShares® Core U.S. Aggregate Bond ETF and the value of the basket to decline, possibly
significantly.

Interest rates are subject to volatility due to a variety of factors, including:

·
sentiment regarding underlying strength in the U.S. economy and global economies;

·
expectations regarding the level of price inflation;

October 2016
PS-8
Citigroup Global Markets Holdings Inc.
Market-Linked Notes Based on a Basket of Three Underliers Due May 3, 2022

·
sentiment regarding credit quality in the U.S. and global credit markets;

·
central bank policies regarding interest rates; and

·
the performance of U.S. and foreign capital markets.

In addition, the prices of the fixed-income securities held by the iShares® Core U.S. Aggregate Bond ETF are significantly
influenced by the creditworthiness of the issuers of those fixed-income securities. The fixed-income securities underlying the
iShares® Core U.S. Aggregate Bond ETF may have their credit ratings downgraded, including a downgrade from investment
grade to non-investment grade status, or credit spreads may widen significantly. Following a ratings downgrade or the widening
of credit spreads, some or all of the fixed-income securities may suffer significant and rapid price declines. These events may
affect only a few or a large number of the fixed-income securities. For example, during the most recent credit crisis in the
United States, credit spreads widened significantly as the market demanded very high yields on corporate bonds and, as a
result, the prices of the bonds underlying the iShares® Core U.S. Aggregate Bond ETF dropped significantly. There can be no
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