Bond Citi Global Markets 1.408% ( US17324CGK62 ) in USD

Citi Global Markets

100 % ▲

United States

US17324CGK62 ( in USD )

1.408% per year ( payment 2 times a year)

31/03/2027

Prospectus brochure of the bond Citigroup Global Markets Holdings US17324CGK62 en USD 1.408%, maturity 31/03/2027

1 000 USD

3 000 000 USD

17324CGK6

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

01/04/2026 ( In 108 days )

Citigroup Global Markets Holdings Inc. is a subsidiary of Citigroup Inc. providing a wide range of financial services, including securities brokerage, investment banking, and trading across various asset classes globally.

Citigroup Global Markets Holdings issued a USD 3,000,000 bond (CUSIP: 17324CGK6, ISIN: US17324CGK62) maturing March 31, 2027, with a 1.408% coupon rate, paying semi-annually, currently trading at 100%, minimum purchase size 1,000, rated A by S&P and A2 by Moody's.

424B2 1 dp74497_424b2-479.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
M a rc h 2 8 , 2 0 1 7
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 7 -U SN CH 0 4 5 0
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 -2 1 4 1 2 0 a nd
3 3 3 -2 1 4 1 2 0 -0 3
Non-Callable Fixed to Floating Rate Notes Due March 31, 2027
·
The notes will pay interest at a fixed rate of 3.65% per annum for the first three years after issuance. After the first three years,
the notes will pay interest at a floating rate that will be reset quarterly and will equal 3-month U.S. dollar LIBOR plus the
spread specified below, subject to a minimum interest rate of 0% and a maximum interest rate of 6.00% per annum. After the
first three years, interest payments on the notes will vary and may be paid at a rate as low as 0% per annum. In no event will
any interest payment after the first three years be paid at a rate that exceeds the maximum interest rate of 6.00% per annum.
·
The notes are unsecured senior debt obligations of Citigroup Global Markets Holdings Inc. and are guaranteed by Citigroup Inc.
All pa ym e nt s due 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 .
·
It is important for you to consider the information contained in this pricing supplement together with the information contained
in the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the
extent inconsistent with replaces, the description of the general terms of the notes set forth in the accompanying prospectus
supplement and prospectus.
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.
I ssue pric e :
$1,000 per note
St a t e d princ ipa l a m ount :
$1,000 per note
Aggre ga t e st a t e d
$3,000,000
princ ipa l a m ount :
Pric ing da t e :
March 28, 2017
Origina l issue da t e :
March 31, 2017
M a t urit y da t e :
March 31, 2027. If the maturity date is not a business day, then the payment required to be
made on the maturity date will be made on the next succeeding business day with the same
force and effect as if it had been made on the maturity date. No additional interest will accrue as
a result of delayed payment.
Princ ipa l due a t m a t urit y:
Full principal amount due at maturity
Pa ym e nt a t m a t urit y:
$1,000 per note plus any accrued and unpaid interest
I nt e re st ra t e pe r a nnum :
From and including the original issue date to but excluding March 31, 2020: 3.65%
From and including March 31, 2020 to but excluding the maturity date: a floating rate equal to 3-
month U.S. dollar LIBOR determined on the second London business day prior to the first day
of the applicable interest period plus a spread of 1.10% per annum, subject to a minimum
interest rate of 0.00% per annum and a maximum interest rate of 6.00% per annum for any
interest period
I nt e re st pe riod:
Each three-month period from and including an interest payment date (or the original issue date,
in the case of the first interest period) to but excluding the next interest payment date
I nt e re st pa ym e nt da t e s:
Interest on the notes is payable quarterly on the last day of each March, June, September and
December, beginning on June 30, 2017 and ending on the maturity date. If any interest payment
date is not a business day, then the payment required to be made on that interest payment date
will be made on the next succeeding business day with the same force and effect as if it had
been made on that interest payment date. No additional interest will accrue as a result of delayed
payment.
Da y c ount c onve nt ion:
30/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
Busine ss da y:
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on which
banking institutions are authorized or obligated by law or executive order to close
Busine ss da y c onve nt ion: Following
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CU SI P / I SI N :
17324CGK6 / US17324CGK62
List ing:
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.
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal. See "General
Information--Supplemental information regarding plan of distribution; conflicts of interest" in this
pricing supplement.
U nde rw rit ing fe e a nd
I ssue pric e
U nde rw rit ing fe e (1)
Proc e e ds t o issue r (2)
issue pric e :
Pe r not e :
$1,000.00
$12.50
$987.50
T ot a l:
$3,000,000.00
$37,500.00
$2,962,500.00
(1) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an
underwriting fee of up to $12.50 for each $1,000 note sold in this offering. Selected dealers not affiliated with CGMI will receive a selling concession of up to
$12.50 for each note they sell. Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related to this offering, even if the value
of the notes declines. You should refer to "Risk Factors" and "General Information--Fees and selling concessions" in this pricing supplement for more
information.
(2) The per note proceeds to Citigroup Global Markets Holdings Inc. indicated above represent the minimum per note proceeds to Citigroup Global Markets
Holdings Inc. for any note, assuming the maximum per note underwriting fee of $12.50. As noted in footnote (1), the underwriting fee is variable.
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
fix e d ra t e de bt se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge PS -2 .
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 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 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 prospectus supplement and prospectus, each of
which can be accessed via the hyperlink below:
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d Oc t obe r 1 4 , 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.
Non-Callable Fixed to Floating Rate Notes Due March 31, 2027

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the notes. You should read the risk factors below
together with the risk factors included in the 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. We also urge you to consult
your investment, legal, tax, accounting and other advisers in connection with your investment in the notes.

T he a m ount of int e re st pa ya ble on t he not e s w ill va ry. The notes differ from conventional fixed-rate debt securities
in that the interest payable on the notes will vary after the first three years of the term of the notes based on the level of 3-
month U.S. dollar LIBOR and may be as low as 0.00%. The per annum interest rate that is determined on the relevant interest
determination date will apply to the entire interest period following that interest determination date, even if 3-month U.S. dollar
LIBOR increases during that interest period, but is applicable only to that quarterly interest period; interest payments for any
other quarterly interest period will vary.

T he int e re st ra t e a pplic a ble t o t he not e s w ill be subje c t t o a m a x im um pe r a nnum ra t e . The interest rate
applicable to the notes from and including March 31, 2020 to but excluding the maturity date cannot exceed 6.00% per annum
for any interest period. As a result, the notes may provide you less interest income than an investment in a similar instrument
that is not subject to a maximum per annum rate.

T he yie ld on t he not e s m a y be low e r t ha n t he yie ld on a c onve nt iona l fix e d -ra t e de bt se c urit y of ours of
c om pa ra ble m a t urit y. During the first three years of the term of the notes, the notes will bear interest at a per annum rate
of 3.65%. After the first three years of the term of the notes, the interest rate applicable to the notes will vary based on the
level of 3-month U.S. dollar LIBOR, and may be as low as 0.00% on each interest payment date. As a result, the effective yield
on your notes may be less than that which would be payable on a conventional fixed-rate, non-callable debt security of ours
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(guaranteed by Citigroup Inc.) of comparable maturity.

An inve st m e nt in t he not e s m a y be m ore risk y t ha n a n inve st m e nt in not e s w it h a short e r t e rm . The notes
have a term of ten years. By purchasing notes with a longer term, you will bear greater exposure to fluctuations in market
interest rates than if you purchased a note with a shorter term. In particular, if the level of 3-month U.S. dollar LIBOR does not
increase from its current level, you may be holding a long-dated security that pays an interest rate that is less than that which
would be payable on a conventional fixed-rate, non-callable debt security of Citigroup Global Markets Holdings Inc.
(guaranteed by Citigroup Inc.) of comparable maturity. In addition, if you tried to sell your notes at such time, the value of your
notes in any secondary market transaction would also be adversely affected.

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 ., a nd
a ny a c t ua l or pe rc e ive d c ha nge s t o t he c re dit w ort hine ss of e it he r e nt it y m a y a dve rse ly a ffe c t t he va lue
of t he not e s. You are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup
Global Markets Holdings Inc. defaults on its obligations under the notes and Citigroup Inc. defaults on its guarantee obligations,
your investment would be at risk and you could lose some or all of your investment. As a result, the value of the notes will be
affected by changes in the market's view of the creditworthiness of Citigroup Global Markets Holdings Inc. or Citigroup Inc. Any
decline or anticipated decline in the credit ratings of either entity, or any increase or anticipated increase in the credit spreads
of either entity is likely to adversely affect the value of 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.

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 "General Information--Temporary adjustment period" in this pricing supplement.

Se c onda ry m a rk e t sa le s of t he not e s 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. If you are able to sell your notes in the secondary market prior to maturity, you are likely
to receive less than the stated principal amount of the notes.

T he inc lusion of unde rw rit ing fe e s a nd proje c t e d profit from he dging in t he issue pric e is lik e ly t o
a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no changes in market conditions or other relevant factors, the
price, if any, at which CGMI may be willing to purchase the notes in secondary market transactions will likely be lower than the
issue price since the issue price of the notes will include, and secondary market prices are likely to exclude, underwriting fees
paid with respect to the notes, as well

March 2017
PS-2
Citigroup Global Markets Holdings Inc.
Non-Callable Fixed to Floating Rate Notes Due March 31, 2027

as the cost of hedging our obligations under the notes. The cost of hedging includes the projected profit that our affiliates may
realize in consideration for assuming the risks inherent in managing the hedging transactions. The secondary market prices for
the notes are also likely to be reduced by the costs of unwinding the related hedging transactions. Our affiliates may realize a
profit from hedging activity even if the value of the notes declines. In addition, any secondary market prices for the notes may
differ from values determined by pricing models used by CGMI, as a result of dealer discounts, mark-ups or other transaction
costs.

T he pric e a t w hic h you m a y be a ble t o se ll your not e s prior t o m a t urit y w ill de pe nd on a num be r of
fa c t ors a nd m a y be subst a nt ia lly le ss t ha n t he a m ount you origina lly inve st . A number of factors will influence
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the value of the notes in any secondary market that may develop and the price at which CGMI may be willing to purchase the
notes in any such secondary market, including: the level and volatility of 3-month U.S. dollar LIBOR, interest rates in the
market, the time remaining to maturity of the notes, hedging activities by our affiliates, fees and projected hedging fees and
profits and any actual or anticipated changes in the credit ratings, financial condition and results of either Citigroup Global
Markets Holdings Inc. or Citigroup Inc. The value of the notes will vary and is likely to be less than the issue price at any time
prior to maturity, and sale of the notes prior to maturity may result in a loss.

T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of t he issue r, w ill m a k e de t e rm ina t ions w it h re spe c t t o t he
not e s. Citibank, N.A., the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citibank, N.A. will
determine, among other things, the level of 3-month U.S. dollar LIBOR and will calculate the interest payable to you on each
interest payment date. Any of these determinations or calculations made by Citibank, N.A. in its capacity as calculation agent,
including with respect to the calculation of the level of 3-month U.S. dollar LIBOR in the event of the unavailability of the level
of 3-month U.S. dollar LIBOR, may adversely affect the amount of one or more interest payments to you.

H e dging a nd t ra ding a c t ivit y by Cit igroup Globa l M a rk e t s H oldings I nc . c ould re sult in a c onflic t of
int e re st . One or more of our affiliates have entered into hedging transactions. This hedging activity involves trading in
instruments, such as options, swaps or futures, based upon 3-month U.S. dollar LIBOR. This hedging activity may present a
conflict between your interest in the notes and the interests our affiliates have in executing, maintaining and adjusting their
hedge transactions because it could affect the price at which our affiliate CGMI may be willing to purchase your notes in the
secondary market. Because hedging our obligations under the notes involves risk and may be influenced by a number of
factors, it is possible that our affiliates may profit from the expected hedging activity, even if the value of the notes declines.

T he hist oric a l pe rform a nc e of 3 -m ont h U .S. dolla r LI BOR is not a n indic a t ion of it s fut ure pe rform a nc e .
The historical performance of 3-month U.S. dollar LIBOR, which is included in this pricing supplement, should not be taken as
an indication of the future performance of 3-month U.S. dollar LIBOR during the term of the notes. Changes in the level of 3-
month U.S. dollar LIBOR will affect the value of the notes, but it is impossible to predict whether the level of 3-month U.S.
dollar LIBOR will rise or fall.

3 -m ont h U .S. dolla r LI BOR a nd t he m a nne r in w hic h it is c a lc ula t e d m a y c ha nge in t he fut ure . The method
by which 3-month U.S. dollar LIBOR is calculated may change in the future, as a result of governmental actions, actions by the
publisher of 3-month U.S. dollar LIBOR or otherwise. We cannot predict whether the method by which 3-month U.S. dollar
LIBOR is calculated will change or what the impact of any such change might be. Any such change could affect the level of 3-
month U.S. dollar LIBOR in a way that has a significant adverse effect on the notes.

Y ou w ill ha ve no right s a ga inst t he publishe r of 3 -m ont h U .S. dolla r LI BOR. You will have no rights against the
publisher of 3-month U.S. dollar LIBOR even though the amount you receive on each interest payment date after the first three
years of the term of the notes will depend upon the level of 3-month U.S. dollar LIBOR. The publisher of 3-month U.S. dollar
LIBOR is not in any way involved in this offering and has no obligations relating to the notes or the holders of the notes.

Ge ne ra l I nform a t ion
T e m pora ry a djust m e nt
For a period of approximately six months following issuance of the notes, the price, if any, at
pe riod:
which CGMI would be willing to buy the notes from investors, and the value that will be indicated
for the notes on any brokerage account statements prepared by CGMI or its affiliates (which
value CGMI may also publish through one or more financial information vendors), will reflect a
temporary upward adjustment from the price or value that would otherwise be determined. This
temporary upward adjustment represents a portion of the hedging profit expected to be realized
by CGMI or its affiliates over the term of the notes. The amount of this temporary upward
adjustment will decline to zero on a straight-line basis over the six-month temporary adjustment
period. However, CGMI is not obligated to buy the notes from investors at any time. See "Risk
Factors--The notes will not be listed on any securities exchange and you may not be able to sell
them prior to maturity."
U .S. fe de ra l inc om e t a x
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as "variable
c onside ra t ions:
rate debt instruments" that provide for a single fixed rate followed by a qualified floating rate
("QFR") for U.S. federal income tax purposes.

Under the Treasury Regulations applicable to variable rate debt instruments, in order to determine
the amount of qualified stated interest ("QSI") and original issue discount ("OID") in respect of the
notes, an equivalent fixed rate debt instrument must be constructed. The equivalent fixed rate
debt instrument is constructed in the following manner: (i) first, the initial

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March 2017
PS-3
Citigroup Global Markets Holdings Inc.
Non-Callable Fixed to Floating Rate Notes Due March 31, 2027

fixed rate is converted to a QFR that would preserve the fair market value of the notes, and (ii)
second, each QFR (including the QFR determined under (i) above) is converted to a fixed rate
substitute (which will generally be the value of that QFR as of the issue date of the notes). The
rules described under "United States Federal Tax Considerations Tax Consequences to U.S.
Holders Original Issue Discount" in the accompanying prospectus supplement are then applied
to the equivalent fixed rate debt instrument for purposes of calculating the amount of OID on the
notes. Under these rules, the notes will generally be treated as providing for QSI at a rate equal
to the lowest rate of interest in effect at any time under the equivalent fixed rate debt instrument,
and any interest in excess of that rate will generally be treated as part of the stated redemption
price at maturity and, therefore, as giving rise to OID. Based on the application of these rules to
the notes and current market conditions, the notes should be treated as issued without OID. The
remaining discussion is based on this treatment.

Stated interest on the notes will generally be taxable to a U.S. Holder (as defined in the
accompanying prospectus supplement) as ordinary interest income at the time it accrues or is
received in accordance with the U.S. Holder's method of tax accounting.

Upon the sale or other taxable disposition of a note, a U.S. Holder generally will recognize capital
gain or loss equal to the difference between the amount realized on the disposition (other than
any amount attributable to accrued interest, which will be treated as a payment of interest) and
the U.S. Holder's tax basis in the note. A U.S. Holder's tax basis in a note generally will equal
the cost of the note to the U.S. Holder. Such gain or loss generally will be long-term capital gain
or loss if the U.S. Holder has held the note for more than one year at the time of disposition.

Under current law Non-U.S. Holders (as defined in the accompanying prospectus supplement)
generally will not be subject to U.S. federal withholding or income tax with respect to interest paid
on and amounts received on the sale, exchange or retirement of the notes if they comply with
applicable certification requirements. Special rules apply to Non-U.S. Holders whose income on
the notes is effectively connected with the conduct of a U.S. trade or business or who are
individuals present in the United States for 183 days or more in a taxable year.

Y ou should re a d t he se c t ion e nt it le 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 prospe c t us supple m e nt . T he pre c e ding disc ussion, w he n
re a d in c om bina t ion w it h t ha t se c t ion, c onst it ut e s t he full opinion of Da vis Polk
& Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x c onse que nc e s of ow ning
a nd disposing of t he not e s.

You should also consult your tax adviser regarding all aspects of the U.S. federal tax
consequences of an investment in the notes and any tax consequences arising under the laws of
any state, local or non-U.S. taxing jurisdiction.
T rust e e :
The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will serve as
trustee for the notes.
U se of proc e e ds a nd
The net proceeds received from the sale of the notes will be used for general corporate purposes
he dging:
and, in part, in connection with hedging our obligations under the notes through one or more of
our affiliates.

Hedging activities related to the notes by one or more of our affiliates involves trading in one or
more instruments, such as options, swaps and/or futures, based on 3-month U.S. dollar LIBOR
and/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 may profit from this hedging activity,
even if the value of the notes declines. Profit or loss from this hedging activity could affect the
price at which Citigroup Global Markets Holdings Inc.'s affiliate, CGMI, may be willing to purchase
your notes in the secondary market. For further information on our use of proceeds and hedging,
see "Use of Proceeds and Hedging" in the accompanying prospectus.
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ERI SA a nd I RA purc ha se
Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus
c onside ra t ions:
supplement for important information for investors that are ERISA or other benefit plans or whose
underlying assets include assets of such plans.
Fe e s a nd se lling
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the
c onc e ssions:
notes, is acting as principal and will receive an underwriting fee of up to $12.50 for each note
sold in this offering. The actual underwriting fee will be equal to $12.50 for each note sold by
CGMI directly to the public and will otherwise be equal to the selling concession provided to
selected dealers, as described in this paragraph. CGMI will pay selected dealers not affiliated
with CGMI a selling concession of up to $12.50 for each note they sell.

March 2017
PS-4
Citigroup Global Markets Holdings Inc.
Non-Callable Fixed to Floating Rate Notes Due March 31, 2027

Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related to
this offering, even if the value of the notes declines. You should refer to "Risk Factors" above and
the section "Use of Proceeds and Hedging" in the accompanying prospectus.
Supple m e nt a l inform a t ion The terms and conditions set forth in the Global Selling Agency Agreement dated March 8, 2016
re ga rding pla n of
among Citigroup Global Markets Holdings Inc., Citigroup Inc. and the agents named therein,
dist ribut ion; c onflic t s of
including CGMI, govern the sale and purchase of the notes.
int e re st :

The notes will not be listed on any securities exchange.

In order to hedge its obligations under the notes, Citigroup Global Markets Holdings Inc. has
entered into one or more swaps or other derivatives transactions with one or more of its affiliates.
You should refer to the sections "Risk Factors--Hedging and trading activity by Citigroup Global
Markets Holdings Inc. could result in a conflict of interest," and "General Information--Use of
proceeds and hedging" in this pricing supplement and the section "Use of Proceeds and Hedging"
in the accompanying prospectus.

CGMI is an affiliate of Citigroup Global Markets Holdings Inc. Accordingly, the offering of the
notes will conform with the requirements addressing conflicts of interest when distributing the
securities of an affiliate set forth in Rule 5121 of the Conduct Rules of the Financial Industry
Regulatory Authority, Inc. Client accounts over which Citigroup Inc., its subsidiaries or affiliates of
its subsidiaries have investment discretion are not permitted to purchase the notes, either directly
or indirectly, without the prior written consent of the client. See "Plan of Distribution; Conflicts of
Interest" in the accompanying prospectus supplement for more information.
Ca lc ula t ion a ge nt :
Citibank, N.A., an affiliate of Citigroup Global Markets Holdings Inc., will serve as calculation
agent for the notes. All determinations made by the calculation agent will be at the sole discretion
of the calculation agent and will, in the absence of manifest error, be conclusive for all purposes
and binding on Citigroup Global Markets Holdings Inc., Citigroup Inc. and the holders of the
notes. Citibank, N.A. is obligated to carry out its duties and functions as calculation agent in good
faith and using its reasonable judgment.
Pa ying a ge nt :
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security
representing the notes as custodian for The Depository Trust Company ("DTC").
Cont a c t :
Clients may contact their local brokerage representative. Third party distributors may contact Citi
Structured Investment Sales at (212) 723-7005.
We encourage you to also read the accompanying prospectus supplement and prospectus, which can be accessed via the
hyperlink on the cover page of this pricing supplement.

Determination of Interest Payments

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

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Determination of 3-month U.S. Dollar LIBOR

3-month U.S. dollar LIBOR is a daily reference rate fixed in U.S. dollars based on the interest rates at which banks borrow funds
from each other for a term of three months, in marketable size, in the London interbank market. For any relevant date, 3-month
U.S. dollar LIBOR will equal the rate for 3-month U.S. dollar LIBOR appearing on Reuters page "LIBOR01" (or any successor page
as determined by the calculation agent) as of 11:00 am (London time) on that date.

If a rate for 3-month U.S. dollar LIBOR is not published on Reuters page "LIBOR01" (or any successor page as determined by the
calculation agent) on any day on which the rate for 3-month U.S. dollar LIBOR is required, then the calculation agent will request
the principal London office of each of five major reference banks in the London interbank market, selected by the calculation agent,
to provide such bank's offered quotation to prime banks in the London interbank market for deposits in U.S. dollars in an amount
that is representative of a single transaction in that market at that time (a "Representative Amount") and for a term of three months
as of 11:00 am (London time) on such day. If at least two such quotations are so provided, the rate for 3-month U.S. dollar LIBOR
will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, the calculation agent will request
each of three major banks in New York City to provide such bank's rate to leading European banks for loans in U.S. dollars in a
Representative Amount and for a term of three months as of approximately 11:00 am (New York City time) on such day. If at least
two such rates are so provided, the rate for 3-month U.S. dollar LIBOR will be the arithmetic mean of such rates. If fewer than two
such rates are so provided, then the rate for 3-month U.S. dollar LIBOR will be 3-month U.S. dollar LIBOR in effect as of 11:00
am (New York City time)

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Citigroup Global Markets Holdings Inc.
Non-Callable Fixed to Floating Rate Notes Due March 31, 2027

on the immediately preceding London business day.A "business day" means any day that is not a Saturday or Sunday and that, in
New York City, is not a day on which banking institutions are authorized or obligated by law or executive order to close.

A "London business day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank
market.

Historical Information on 3-month U.S. Dollar LIBOR

3-month U.S. dollar LIBOR was 1.15222% on March 28, 2017. The graph below shows the published daily rate for 3-month U.S.
dollar LIBOR for each day it was available from January 2, 2007 to March 28, 2017. We obtained the values below from Bloomberg
L.P., without independent verification. You should not take the historical performance of 3-month U.S. dollar LIBOR as an indication
of future performance.

H ist oric a l 3 -M ont h U .S. Dolla r LI BOR J a nua ry 2 , 2 0 0 7 t o M a rc h 2 8 , 2 0 1 7
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Additional Information

We reserve the right to withdraw, cancel or modify any offering of the notes and to reject orders in whole or in part prior to their
issuance.

Certain Selling Restrictions

Hong Kong Special Administrative Region

The contents of this pricing supplement and the accompanying prospectus supplement and prospectus have not been reviewed by
any regulatory authority in the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"). Investors
are advised to exercise caution in relation to the offer. If investors are in any doubt about any of the contents of this pricing
supplement and the accompanying prospectus supplement and prospectus, they should obtain independent professional advice.

The notes have not been offered or sold and will not be offered or sold in Hong Kong by means of any document, other than

(i)
to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or

(ii)
to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the
"Securities and Futures Ordinance") and any rules made under that Ordinance; or

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Citigroup Global Markets Holdings Inc.
Non-Callable Fixed to Floating Rate Notes Due March 31, 2027

(iii)
in other circumstances which do not result in the document being a "prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that
Ordinance; and

There is no advertisement, invitation or document relating to the notes which is directed at, or the contents of which are likely to be
accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with
respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional
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investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits and are not
covered by the Hong Kong Deposit Protection Scheme.

Singapore

This pricing supplement and the accompanying prospectus supplement and prospectus have not been registered as a prospectus
with the Monetary Authority of Singapore, and the notes will be offered pursuant to exemptions under the Securities and Futures
Act, Chapter 289 of Singapore (the "Securities and Futures Act"). Accordingly, the notes may not be offered or sold or made the
subject of an invitation for subscription or purchase nor may this pricing supplement or any other document or material in
connection with the offer or sale or invitation for subscription or purchase of any notes be circulated or distributed, whether directly
or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and
Futures Act, (b) to a relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section
275(1A) of the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and
Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities
and Futures Act. Where the notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant
person which is:

(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the
sole business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or

(b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary is an individual who is an accredited investor, securities (as defined in Section 239(1) of the Securities
and Futures Act) of that corporation or the beneficiaries' rights and interests (howsoever described) in that trust
shall not be transferable for 6 months after that corporation or that trust has acquired the relevant securities
pursuant to an offer under Section 275 of the Securities and Futures Act except:

(i)
to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures
Act or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the
Securities and Futures Act; or

(ii)
where no consideration is or will be given for the transfer; or

(iii)
where the transfer is by operation of law; or

(iv)
pursuant to Section 276(7) of the Securities and Futures Act; or

(v)
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005 of Singapore.

Any notes referred to herein may not be registered with any regulator, regulatory body or similar organization or institution in any
jurisdiction.

The notes are Specified Investment Products (as defined in the Notice on Recommendations on Investment Products and Notice
on the Sale of Investment Product issued by the Monetary Authority of Singapore on 28 July 2011) that is neither listed nor quoted
on a securities market or a futures market.

Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits. These notes
are not insured products subject to the provisions of the Deposit Insurance and Policy Owners' Protection Schemes Act 2011 of
Singapore and are not eligible for deposit insurance coverage under the Deposit Insurance Scheme.

Additional Terms of the Notes

The section "Description of Debt Securities--Covenants--Limitations on Mergers and Sales of Assets" in the accompanying
prospectus shall be amended to read in its entirety as follows:

The indenture provides that neither Citigroup Global Markets Holdings nor Citigroup will merge or consolidate with another entity or
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sell other than for cash or lease all or substantially all its assets to another entity, except, in the case of Citigroup, if such lease or
sale is to one or more of its Subsidiaries, unless:

·
either (1) the Citi entity is the continuing entity, or (2) the successor entity, if other than the Citi entity, is a U.S. corporation,
partnership or trust and expressly assumes by supplemental indenture the obligations of the Citi entity evidenced by the
securities issued pursuant to the indenture; and

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Citigroup Global Markets Holdings Inc.
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·
immediately after the transaction, there would not be any default in the performance of any covenant or condition of the
indenture (Sections 5.05 and 16.05).

Other than the restrictions described above, the indenture does not contain any covenants or provisions that would protect holders
of the debt securities in the event of a highly leveraged transaction.

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as special products counsel to Citigroup Global Markets Holdings Inc., when the
notes offered by this pricing supplement have been executed and issued by Citigroup Global Markets Holdings Inc. and
authenticated by the trustee pursuant to the indenture, and delivered against payment therefor, such notes and the related
guarantee of Citigroup Inc. will be valid and binding obligations of Citigroup Global Markets Holdings Inc. and Citigroup Inc.,
respectively, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the
effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This
opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York, except that such
counsel expresses no opinion as to the application of state securities or Blue Sky laws to the notes.

In giving this opinion, Davis Polk & Wardwell LLP has assumed the legal conclusions expressed in the opinions set forth below of
Scott L. Flood, General Counsel and Secretary of Citigroup Global Markets Holdings Inc., and Barbara Politi, Assistant General
Counsel--Capital Markets of Citigroup Inc. In addition, this opinion is subject to the assumptions set forth in the letter of Davis Polk
& Wardwell LLP dated October 14, 2016, which has been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc.
on October 14, 2016, that the indenture has been duly authorized, executed and delivered by, and is a valid, binding and
enforceable agreement of, the trustee and that none of the terms of the notes nor the issuance and delivery of the notes and the
related guarantee, nor the compliance by Citigroup Global Markets Holdings Inc. and Citigroup Inc. with the terms of the notes and
the related guarantee respectively, will result in a violation of any provision of any instrument or agreement then binding upon
Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable, or any restriction imposed by any court or governmental
body having jurisdiction over Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable.

In the opinion of Scott L. Flood, Secretary and General Counsel of Citigroup Global Markets Holdings Inc., (i) the terms of the notes
offered by this pricing supplement have been duly established under the indenture and the Board of Directors (or a duly authorized
committee thereof) of Citigroup Global Markets Holdings Inc. has duly authorized the issuance and sale of such notes and such
authorization has not been modified or rescinded; (ii) Citigroup Global Markets Holdings Inc. is validly existing and in good standing
under the laws of the State of New York; (iii) the indenture has been duly authorized, executed and delivered by Citigroup Global
Markets Holdings Inc.; and (iv) the execution and delivery of such indenture and of the notes offered by this pricing supplement by
Citigroup Global Markets Holdings Inc., and the performance by Citigroup Global Markets Holdings Inc. of its obligations
thereunder, are within its corporate powers and do not contravene its certificate of incorporation or bylaws or other constitutive
documents. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York.

Scott L. Flood, or other internal attorneys with whom he has consulted, has examined and is familiar with originals, or copies
certified or otherwise identified to his satisfaction, of such corporate records of Citigroup Global Markets Holdings Inc., certificates
or documents as he has deemed appropriate as a basis for the opinions expressed above. In such examination, he or such
persons has assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of officers of
Citigroup Global Markets Holdings Inc.), the authenticity of all documents submitted to him or such persons as originals, the
conformity to original documents of all documents submitted to him or such persons as certified or photostatic copies and the
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Document Outline

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