Bond Citi Global Markets 0.54% ( US17324CHQ24 ) in USD

Citi Global Markets

100 % ▲

United States

US17324CHQ24 ( in USD )

0.54% per year ( payment 2 times a year)

03/05/2027

Prospectus brochure of the bond Citigroup Global Markets Holdings US17324CHQ24 en USD 0.54%, maturity 03/05/2027

1 000 USD

31 260 000 USD

17324CHQ2

A ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

03/05/2026 ( In 134 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 31,260,000 bond (ISIN: US17324CHQ24, CUSIP: 17324CHQ2) maturing on 03/05/2027, currently trading at 100% with a 0.54% coupon, paying semi-annually, minimum purchase size 1000, rated A by S&P and A3 by Moody's.

424B2 1 dp75564_424b2-682.htm PRICING SUPPLEMENT

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 6 3 7 2 a nd 3 3 3 -2 1 6 3 7 2 -0 1
Cit igroup Globa l M a rk e t s H oldings I nc .
$31,260,000
Fixed and Floating Rate Notes due May 3, 2027
All Pa ym e nt s Due from Cit igroup Globa l M a rk e t s H oldings I nc .
Fully a nd U nc ondit iona lly Gua ra nt e e d by Cit igroup I nc .
We will pay a fixed rate of interest at a rate of 4.06% per annum quarterly on February 3, May 3, August 3 and November 3 of
each year, commencing on August 3, 2017 to, and including, November 3, 2019. After November 3, 2019, interest will be payable
quarterly on February 3, May 3, August 3 and November 3 of each year, commencing on February 3, 2020 to, and including, the
stated maturity date (May 3, 2027) at a floating rate equal to the then-applicable 10-year CMS rate, subject to the minimum interest
rate of 0.00% per annum. The notes will mature on the stated maturity date. On the stated maturity date, you will receive $1,000,
plus any accrued and unpaid interest, for each $1,000 of the stated principal amount of your notes.

The interest on your notes for each quarterly interest period commencing on or after November 3, 2019 will be paid at a rate equal
to the then-applicable 10-year CMS rate, determined on the relevant interest determination date, subject to the minimum interest
rate. Aft e r N ove m be r 3 , 2 0 1 9 , int e re st pa ym e nt s on t he not e s w ill va ry a nd m a y be a s low a s 0 .0 0 % pe r
a nnum .

The notes are unsecured senior debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc.
All payments on the notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup
Global Markets Holdings Inc. and Citigroup Inc. default on their obligations, you may not receive any amount due under the notes.
The notes will not be listed on any securities exchange and may have limited or no liquidity.

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 "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS-5 .

I ssue Pric e (1)
U nde rw rit ing Disc ount (2)
N e t Proc e e ds t o I ssue r
Pe r N ot e :
$1,000.00*
$20.00
$980.00
T ot a l:
$31,260,000.00
$625,200.00
$30,634,800.00
(1) On the date of this pricing supplement, the estimated value of the notes is $972.50 per note, which is less than the issue price. The estimated value of
the notes is based on proprietary pricing models of Citigroup Global Markets Inc. ("CGMI") 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 the issuer, is the underwriter for the offering of the notes and is acting as principal. The total underwriting discount in the table above
assumes that the underwriter receives an underwriting discount for each note sold in this offering. For more information on the distribution of the notes, see
"Summary Information--Key Terms--Supplemental Plan of Distribution" in this pricing supplement. In addition to the underwriting discount, 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.

* The issue price is $980.00 for investors in certain fee-based advisory accounts, reflecting a foregone underwriting discount with respect to such notes.
Please see "Supplemental plan of distribution" on page PS-3 of this pricing supplement.

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 .

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 .

The notes are part of the Medium-Term Senior Notes, Series N of Citigroup Global Markets Holdings Inc. This pricing supplement
is a supplement to the documents listed below and should be read together with such documents, which are available at the
following hyperlink:

·
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d April 7 , 2 0 1 7

Cit igroup Globa l M a rk e t s I nc .
Pricing Supplement No. 2017--USNCH0502 dated April 26, 2017
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The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell
additional notes after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that
differ from the amounts set forth above. The return on your investment in notes will depend in part on the issue price you pay for
such notes.

CGMI may use this pricing supplement in the initial sale of the notes. In addition, CGMI or any other affiliate of Citigroup Inc. may
use this pricing supplement in a market-making transaction in a note after its initial sale.

SU M M ARY I N FORM AT I ON

The description of the notes in this pricing supplement supplements, and, to the extent inconsistent with, replaces the general
terms of the notes set forth in the accompanying prospectus supplement and prospectus. The accompanying prospectus
supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. It is important that you
read the accompanying prospectus supplement and prospectus together with this pricing supplement in connection with your
investment in the notes.

The notes are senior unsecured debt securities issued by Citigroup Global Markets Holdings Inc. under the senior debt indenture
described in the accompanying prospectus supplement and prospectus, the payments on which are fully and unconditionally
guaranteed by Citigroup Inc. The notes will constitute part of the senior debt of Citigroup Global Markets Holdings Inc. and will rank
equally with all other unsecured and unsubordinated debt of Citigroup Global Markets Holdings Inc. The guarantee of payments
due on the notes will constitute part of the senior indebtedness of Citigroup Inc. and will rank on an equal basis with all other
unsecured debt of Citigroup Inc. other than subordinated debt.

K e y T e rm 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.

St a t e d princ ipa l a m ount : each note will have a stated principal amount of $1,000; $31,260,000 in the aggregate for all the
offered notes

Purc ha se a t a m ount ot he r t ha n t he st a t e d princ ipa l a m ount : the amount we will pay you at the stated maturity date for
your notes will not be adjusted based on the issue price you pay for your notes, so if you acquire notes at a premium (or discount)
to the stated principal amount and hold them to the stated maturity date, it could affect your investment in a number of ways. The
return on your investment in such notes will be lower (or higher) than it would have been had you purchased the notes at the
stated principal amount. See "Summary Risk Factors -- If You Purchase Your Notes at a Premium to the Stated Principal Amount,
the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Stated Principal Amount and the Impact
of Certain Key Terms of the Notes Will be Negatively Affected" on page PS-7 of this pricing supplement.

Pa ym e nt a t m a t urit y: on the maturity date, for each $1,000 stated principal amount of notes you then hold, we will pay you an
amount in cash equal to $1,000 plus accrued and unpaid interest

T ra de da t e : April 26, 2017

Origina l issue da t e (se t t le m e nt da t e ): May 3, 2017. See "Supplemental plan of distribution" below for additional information.

M a t urit y da t e : May 3, 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.

Fix e d int e re st ra t e : for the fixed rate interest periods, interest on the notes will be paid at a rate of 4.06% per annum

Fix e d ra t e int e re st pa ym e nt da t e s: expected to be February 3, May 3, August 3 and November 3 of each year, commencing
on August 3, 2017 to, and including, November 3, 2019, subject to adjustment as described under "Key Terms -- Business day
convention" below.
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Fix e d ra t e int e re st pe riods: quarterly; the periods from and including a fixed rate interest payment date (or the original issue
date, in the case of the first fixed rate interest period) to but excluding the following fixed rate interest payment date

Floa t ing int e re st ra t e : for the floating rate interest periods commencing on or after November 3, 2019 to, but excluding, the
stated maturity date, a rate per annum equal to the base rate, determined on the relevant interest determination date, subject to
the minimum interest rate.

Ba se ra t e for t he floa t ing ra t e int e re st pe riods: On any interest determination date, the 10-year Constant Maturity Swap
("CMS") rate, as published on Reuters page "ICESWAP1" at 11:00 a.m. (New York City time) on that date of determination. See
"Determination of the 10-Year CMS Rate" and "Discontinuance of the 10-Year CMS Rate" on page PS-8 for further information.

M inim um int e re st ra t e : 0.00% per annum

Floa t ing ra t e int e re st pa ym e nt da t e s: expected to be February 3, May 3, August 3 and November 3 of each year,
commencing on February 3, 2020, to, and including, the stated maturity date, subject to adjustment as described under "Key Terms
-- Business day convention" below.

Floa t ing ra t e int e re st pe riods: quarterly; the periods from and including a floating rate interest payment date (or the final fixed
rate interest payment date, in the case of the first floating rate interest period) to but excluding the next succeeding floating rate
interest payment date (or the stated maturity date, in the case of the final floating rate interest period)

I nt e re st de t e rm ina t ion da t e s: for each floating rate interest period, the second U.S. government securities business day prior
to the first day of that floating rate interest period

Busine ss da y c onve nt ion: following unadjusted, which means that if any fixed rate interest payment date or floating rate
interest payment date is not a business day, then the payment required to be made on that fixed rate interest payment date or
floating rate interest payment date, as applicable, will be made on the next succeeding business day with the same force and effect
as if it had been made on that fixed rate interest payment date or floating rate interest payment date, as applicable. No additional
interest will accrue as a result of delayed payment.

PS-2

U .S. gove rnm e nt se c urit ie s busine ss da y: any day that is not a Saturday, a Sunday or a day on which The Securities
Industry and Financial Markets Association's U.S. holiday schedule recommends that the fixed income departments of its members
be closed for the entire day for purposes of trading in U.S. government securities

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

Da y c ount c onve nt ion: 30/360 unadjusted; the amount of interest you receive on each interest payment date for each note you
hold on the regular record date for such interest payment date will be equal to (i) $1,000 times the applicable interest rate per
annum divided by (ii) 4.

Re gula r re c ord da t e s: interest will be payable on each fixed rate interest payment date and floating rate interest payment date
to the holders of record of the notes at the close of business on the business day immediately preceding the relevant interest
payment date, except that the final interest payment will be made to the persons who hold the notes on the maturity date.

N o list ing: the notes will not be listed on any securities exchange or interdealer quotation system

N o re de m pt ion: the notes will not be subject to redemption before maturity

Supple m e nt a l pla n of dist ribut ion: the terms and conditions set forth in the Amended and Restated Global Selling Agency
Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., Citigroup Inc. and the agents named therein,
including CGMI, govern the sale and purchase of the notes.

Citigroup Global Markets Holdings Inc. expects to sell to CGMI, and CGMI expects to purchase from Citigroup Global Markets
Holdings Inc., the aggregate stated principal amount of the offered notes specified on the front cover of this pricing supplement.
CGMI proposes initially to offer the notes to the public at the issue price set forth on the cover page of this pricing supplement, and
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to certain unaffiliated securities dealers at such price less a concession not in excess of 2.00% of the stated principal amount. The
issue price for notes purchased by certain fee-based advisory accounts is 98.00% of the stated principal amount, which reflects a
foregone underwriting discount with respect to such notes (i.e., the underwriting discount specified on the cover of this pricing
supplement with respect to such notes is 0.00%). In addition to the underwriting discount, 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.

CGMI is an affiliate of ours. Accordingly, this offering will conform with the requirements addressing conflicts of interest when
distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry Regulatory Authority. Client accounts over
which Citigroup Inc. or its subsidiaries have investment discretion will not be permitted to purchase the notes, either directly or
indirectly, without the prior written consent of the client.

Secondary market sales of securities typically settle three business days after the date on which the parties agree to the sale.
Because the settlement date for the notes is more than three business days after the trade date, investors who wish to sell the
notes at any time prior to the third business day preceding the original issue date will be required to specify an alternative
settlement date for the secondary market sale to prevent a failed settlement. Investors should consult their own investment advisors
in this regard.

See "Plan of Distribution" in each of the accompanying prospectus supplement and prospectus for additional information.

A portion of the net proceeds from the sale of the notes will be used to hedge our obligations under the notes. We have hedged
our obligations under the notes through CGMI or other of our affiliates, or through a dealer participating in this offering or its
affiliates. CGMI or such other of our affiliates or such dealer or its affiliates may profit from this hedging activity even if the value of
the notes declines. In order to hedge its obligations under the notes, Citigroup Global Markets Holdings Inc. expects to enter into
one or more swaps or other derivatives transactions with one or more of its affiliates. You should refer to the sections "Summary
Risk Factors--The estimated value of the notes on the trade date, based on CGMI's proprietary pricing models and our internal
funding rate, will be less than the issue price," and the section "Use of Proceeds and Hedging" in the accompanying prospectus.

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.

CU SI P: 17324CHQ2

I SI N : US17324CHQ24

PS-3

H Y POT H ET I CAL EX AM PLES

The table below is provided for purposes of illustration only. It should not be taken as an indication or prediction of future
investment results and is intended merely to illustrate the calculation of the amount of interest accrued during each floating rate
interest period.

The table below is based on 10-year CMS rates that are entirely hypothetical; no one can predict what the 10-year CMS rate will
be on any interest determination date with respect to the floating rate interest periods, and no one can predict the interest that will
accrue, if any, on the notes in any floating rate interest period.

The information in the table below illustrates how the interest rate at which interest will accrue on each day included in each
floating rate interest period will be calculated, subject to the key terms and assumptions below. If you sell your notes in the
secondary market prior to the maturity date, your return will depend upon the value of your notes at the time of sale, which may be
affected by a number of factors that are not reflected in the table below such as interest rates generally, the volatility of the 10-year
CMS rate and our and Citigroup Inc.'s creditworthiness. Please read "Summary Risk Factors--The Value of the Notes Prior to
Maturity Will Fluctuate Based on Many Unpredictable Factors" in this pricing supplement. It is likely that any secondary market price
for the notes will be less than the issue price.

The information in the table also reflects the key terms and assumptions in the box below.
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K e y T e rm s a nd Assum pt ions
Stated principal amount
$1,000
Minimum interest rate
0.00% per annum

The actual 10-year CMS rates during the floating rate interest periods, as well as the interest payable on each floating rate interest
payment date, may bear little relation to the hypothetical examples shown below or to the historical 10-year CMS rates shown
elsewhere in this pricing supplement. For information about the 10-year CMS rates during recent periods, see "Historical
Information on the 10-Year CMS Rate" on page PS-9.

The percentages in the left column of the table below represent hypothetical values of the 10-year CMS rate on the interest
determination date for a given floating rate interest period. The percentages in the right column represent the hypothetical interest
rate per annum that would be payable on a given floating rate interest payment date, based on the corresponding hypothetical 10-
year CMS rate.

H ypot he t ic a l I nt e re st Pa ya ble Pe r
H ypot he t ic a l 1 0 -Y e a r CM S Ra t e
Annum on a Floa t ing Ra t e I nt e re st
Pa ym e nt Da t e
-3.00%
0.00%*
-2.00%
0.00%*
-1.00%
0.00%*
0.00%
0.00%
0.25%
0.25%
0.50%
0.50%
0.75%
0.75%
1.00%
1.00%
2.00%
2.00%
3.00%
3.00%
4.00%
4.00%
5.00%
5.00%

*The minimum interest rate per annum is 0.00% for any floating rate interest payment date.

During any fixed rate interest period, the interest rate payable on the notes will in no event exceed the fixed interest rate.

We cannot predict the actual 10-year CMS rate or what the value of your notes will be on any particular day, nor can we predict
the relationship between the 10-year CMS rate and the value of your notes at any time prior to the maturity date. The actual
interest payments that a holder of the offered notes will receive, if any, on each floating rate interest payment date and the total
return on the offered notes will depend on the actual 10-year CMS rates determined by the calculation agent over the term of the
notes. Consequently, the interest amount to be paid in respect of your notes, if any, on each floating rate interest payment date
may be very different from the information reflected in the table above.
PS-4

SU M M ARY RI SK FACT ORS

The following is a summary of certain key risk factors for investors in the notes. You should carefully read this summary and 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.

Aft e r t he First 2 .5 Y e a rs, t he N ot e s Will Pa y I nt e re st a t a Floa t ing Ra t e t ha t M a y Be a s Low a s 0 .0 0 % on One
or M ore Floa t ing Ra t e I nt e re st Pa ym e nt Da t e s

The rate at which the notes will bear interest during each quarterly interest period after the first 2.5 years will depend on the 10-
year CMS rate on the interest determination date for that floating rate interest period. As a result, the interest payable on the notes
will vary with fluctuations in the 10-year CMS rate, subject to the minimum interest rate of 0.00% per annum. It is impossible to
predict whether the 10-year CMS rate will rise or fall or the amount of interest payable on the notes. After the first 2.5 years, you
may receive no interest for extended periods of time or even throughout the remaining term of the notes.
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An I nve st m e nt in t he N ot e s M a y Be M ore Risk y T ha n a n I nve st m e nt in N ot e s w it h a Short e r T e rm

The notes have a term of 120 months. 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 10-year CMS rate 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 N ot e s Are Subje c t t o t he Cre 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
Any Ac t ua l or Pe rc e ive d Cha nge s t o t he Cre dit w ort hine ss of Eit he r Ent it y M a y Adve rse ly Affe c t t he V a lue of
t he N ot 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 Am ount of I nt e re st Pa ya ble on Y our N ot e s Will N ot Be Affe c t e d by t he 1 0 -Y e a r CM S Ra t e on Any Da y
Ot he r T ha n a n I nt e re st De t e rm ina t ion Da t e

For each interest period after the first 2.5 years, the amount of interest payable on each floating rate interest payment date is
calculated based on the 10-year CMS rate on the applicable interest determination date. Although the actual 10-year CMS rate on
a floating rate interest payment date or at other times during a floating rate interest period may be higher than the 10-year CMS
rate on the applicable interest determination date, you will not benefit from the 10-year CMS rate at any time other than on the
interest determination date for such floating rate interest period.

T he H ist oric a l Le ve ls of t he 1 0 -Y e a r CM S Ra t e Are N ot a n I ndic a t ion of t he Fut ure Le ve ls of t he
1 0 -Y e a r CM S Ra t e

In the past, the level of the 10-year CMS rate has experienced significant fluctuations. You should note that historical levels,
fluctuations and trends of the 10-year CMS rate are not necessarily indicative of future levels. Any historical upward or downward
trend in the 10-year CMS rate is not an indication that the 10-year CMS rate is more or less likely to increase or decrease at any
time during an interest period, and you should not take the historical levels of the 10-year CMS rate as an indication of its future
performance.

Y ou Will Be Ent it le d t o Re c e ive t he Full St a t e d Princ ipa l Am ount of Y our N ot e s, Subje c t t o t he Cre dit Risk of
Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc ., Only I f Y ou H old t he N ot e s t o M a t urit y

Because the value of the notes may fluctuate, if you are able to sell your notes in the secondary market prior to maturity, you may
receive less than the stated principal amount.

T he N ot e s Will N ot Be List e d on a Se c urit ie s Ex c ha nge a nd Y ou M a y N ot Be Able 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.

T he Est im a t e d V a lue of t he N ot e s on t he T ra de Da t e , Ba se d on CGM I 's Proprie t a ry Pric ing M ode ls a nd Our
I nt e rna l Funding Ra t e , I s Le ss t ha n t he I ssue Pric e

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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

PS-5

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 Est im a t e d V a lue of t he N ot e s Wa s De t e rm ine d for U s by Our Affilia t e U sing 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 10-year CMS rate
and interest rates generally. 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 Est im a t e d V a lue of t he N ot e s Would Be Low e r if I t We re Ca 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 rate at which interest 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 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 Est im a t e d V a lue of t he N ot e s I s N ot a n I ndic a t ion of t he Pric e , if Any, a t Whic h CGM I or Any Ot he r
Pe rson M a y Be Willing t o Buy t he N ot e s From Y ou 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.

T he V a lue of t he N ot e s Prior t o M a t urit y Will Fluc t ua t e Ba se d on M a ny U npre dic t a ble Fa c t ors

The value of your notes prior to maturity will fluctuate based on the level and volatility of the 10-year CMS rate, interest and yield
rates in the market generally, the time remaining to maturity of the notes and our and Citigroup Inc.'s creditworthiness, as reflected
in our secondary market rate. Changes in the level of the 10-year CMS rate may not result in a comparable change in the value of
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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. A number of factors, many of which are beyond our control, will influence the market value of your notes, including:

·
the 10-year CMS rate;

·
the volatility i.e., the frequency and magnitude of changes in the level of the 10-year CMS rate;

·
the expected future performance of the 10-year CMS rate;

·
economic, financial, regulatory, political, military and other events that affect the level of the 10-year CMS rate generally;

·
interest rate and yield rates in the market;

·
the time remaining until your notes mature; and

·
the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc., whether actual or perceived, and
including actual or anticipated upgrades or downgrades in the credit ratings or changes in other credit measures of
Citigroup Global Markets Holdings Inc. and Citigroup Inc.

These factors, and many other factors, will influence the price you will receive if you sell your notes before maturity, including the
price you may receive for your notes in any market making transaction. If you sell your notes before maturity, you may receive less
than the face amount of your notes.

You cannot predict the future performance of the 10-year CMS rate based on its historical performance. The actual performance of
the 10-year CMS rate over the life of the offered notes may bear little or no relation to the historical levels of the 10-year CMS rate
or to the hypothetical examples shown elsewhere in this pricing supplement.

I f t he 1 0 -Y e a r CM S Ra t e Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge in t he Sa m e M a nne r

Your notes may trade quite differently from the performance of the 10-year CMS rate. Changes in the 10-year CMS rate may not
result in a comparable change in the market value of your notes. We discuss some of the reasons for this disparity under "-- The
Value of the Notes Prior to Maturity Will Fluctuate Based on Many Unpredictable Factors" above.

PS-6

I m m e dia t e ly Follow ing I ssua nc e , Any Se c onda ry M a rk e t Bid Pric e Provide d by CGM I , a nd t he V a lue T ha t
Will Be I ndic a t e d on Any Brok e ra ge Ac c ount St a t e m e nt s Pre pa re d by CGM I or I t s Affilia t e s, Will Re fle c t a
T e m pora ry U pw a rd Adjust 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.

Our Offe ring of t he N ot e s Doe s N ot Const it ut e a Re c om m e nda t ion t o I nve st in a n I nst rum e nt Link e d t o t he
1 0 -Y e a r CM S Ra t e

You should not take our offering of the notes as an expression of our views about how the 10-year CMS rate will perform in the
future or as a recommendation to invest in any instrument linked to the 10-year CMS rate, including the notes. As we are part of a
global financial institution, our affiliates may, and often do, have positions (including short positions), and may publish research or
express opinions, that in each case conflict with an investment in the notes. You should undertake an independent determination of
whether an investment in the notes is suitable for you in light of your specific investment objectives, risk tolerance and financial
resources.

T he Wa y t he 1 0 -Y e a r CM S Ra t e is Ca lc ula t e d M a y Cha nge in t he Fut ure , Whic h Could Adve rse ly Affe c t t he
V a lue of t he N ot e s

The publisher of the 10-year CMS rate may change the method by which it calculates the 10-year CMS rate. Changes in the way
the 10-year CMS rate is calculated could reduce the level of the 10-year CMS rate, which could reduce the amount of one or more
interest payments to you and the value of your notes.
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H e dging a nd Ot he r T ra ding Ac t ivit ie s By Our Affilia t e s M a y Affe c t t he De t e rm ina t ion of t he 1 0 -Y e a r CM S
Ra t e

CMS rates are determined based on tradable quotes for U.S. dollar fixed-for-floating interest rate swaps of the relevant maturities
sourced from electronic trading venues. Our affiliates may engage in trading activities on these electronic trading venues, in order to
hedge our obligations under the notes, as part of their general business activities or otherwise. These trading activities could affect
the level of the 10-year CMS rate in a way that has a negative effect on the interest rate payable under the notes. They could also
result in substantial returns for our affiliates while the value of the notes declines. In engaging in these trading activities, our
affiliates will have no obligation to consider your interests as an investor in the notes. In addition, if the securities dealer from which
you purchase notes is to conduct hedging activities in connection with the notes, that securities dealer may otherwise profit in
connection with such hedging activities and such profit, if any, will be in addition to the compensation that the securities dealer
receives for the sale of the notes to you. You should be aware that the potential to earn fees in connection with hedging activities
may create a further incentive for the securities dealer to sell the notes to you in addition to the compensation they would receive
for the sale of the notes.

T he Ca lc ula t ion Age nt , Whic h I s a n Affilia t e of Ours, Will M a k e I m port a nt De t e rm ina t ions Wit h Re spe c t t o
t he N ot 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, each 10-year CMS rate and will calculate the related interest rate and payment 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 the 10-year CMS rate in the event of the unavailability of the level of the 10-year CMS rate and the
selection of a successor 10-year CMS rate if the 10-year CMS rate is discontinued, may adversely affect the amount of one or
more interest payments to you.

We M a y Se ll a n Addit iona l Aggre ga t e St a t e d Princ ipa l Am ount of t he N ot e s a t a Diffe re nt I ssue Pric e

At our sole option, we may decide to sell an additional aggregate stated principal amount of the notes subsequent to the date of
this pricing supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the
original issue price you paid as provided on the cover of this pricing supplement.

I f Y ou Purc ha se Y our N ot e s a t a Pre m ium t o t he St a t e d Princ ipa l Am ount , t he Re t urn on Y our I nve st m e nt
Will Be Low e r T ha n t he Re t urn on N ot e s Purc ha se d a t t he St a t e d Princ ipa l Am ount a nd t he I m pa c t of
Ce rt a in K e y T e rm s of t he N ot e s Will be N e ga t ive ly Affe c t e d

The amount we pay you at the stated maturity date will not be adjusted based on the issue price you pay for the notes. If you
purchase notes at a price that differs from the stated principal amount of the notes, then the return on your investment in such
notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes purchased at the
stated principal amount. If you purchase your notes at a premium to the stated principal amount and hold them to the stated
maturity date, the return on your investment in the notes will be lower than it would have been had you purchased the notes at the
stated principal amount or a discount to the stated principal amount.

PS-7

DET ERM I N AT I ON OF T H E 1 0 -Y EAR CM S RAT E

The 10-year CMS rate on any interest determination date is the rate for U.S. dollar interest rate swaps with a 10-year maturity
appearing on Reuters page "ICESWAP1" (or any successor page as determined by the calculation agent) at 11:00 a.m. (New York
City time) on that interest determination date.

If, however, the 10-year CMS rate is not published on Reuters page "ICESWAP1" (or any successor page as determined by the
calculation agent) on that interest determination date, then the calculation agent will request mid-market semi-annual swap rate
quotations from the principal New York City office of five leading swap dealers in the New York City interbank market (the
"reference banks") at approximately 11:00 a.m. (New York City time) on that day. For this purpose, the mid-market semi-annual
swap rate means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a
fixed-for-floating U.S. dollar interest rate swap transaction with a 10-year maturity, commencing on that day and in a representative
amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an actual/360 day
count basis, is equivalent to U.S. dollar LIBOR with a designated maturity of three months. If at least three quotations are provided,
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the rate for the 10-year CMS rate for that day will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If fewer than
three quotations are provided as requested, the 10-year CMS rate will be determined by the calculation agent in good faith and
using its reasonable judgment.

The 10-year CMS rate is calculated by ICE Benchmark Administration Limited based on tradable quotes for U.S. dollar fixed-for-
floating interest rate swaps with a 10-year maturity that are sourced from electronic trading venues.

The provisions set forth in this section "--Determination of the 10-Year CMS Rate" are subject to the discussion in "Discontinuance
of the 10-Year CMS rate" below.

DI SCON T I N U AN CE OF T H E 1 0 -Y EAR CM S RAT E

If the calculation and publication of the 10-year CMS rate is permanently canceled, then the calculation agent may identify an
alternative rate that it determines, in its sole discretion, represents the same or a substantially similar measure or benchmark as the
10-year CMS rate, and the calculation agent may deem that rate (the "successor CMS rate") to be the 10-year CMS rate. Upon
the selection of any successor CMS rate by the calculation agent pursuant to this paragraph, references in this pricing supplement
to the original 10-year CMS rate will no longer be deemed to refer to the original 10-year CMS rate and will be deemed instead to
refer to that successor CMS rate for all purposes. In such event, the calculation agent will make such adjustments, if any, to any
level of the 10-year CMS rate that is used for purposes of the notes as it determines are appropriate in the circumstances. Upon
any selection by the calculation agent of a successor CMS rate, the calculation agent will cause notice to be furnished to us and
the trustee.

If the calculation and publication of the 10-year CMS rate is permanently canceled and no successor CMS rate is chosen as
described above, then the calculation agent will calculate the level of the 10-year CMS rate on each subsequent date of
determination in good faith and using its reasonable judgment. Such level, as calculated by the calculation agent, will be the
relevant rate for the 10-year CMS rate for all purposes.

Notwithstanding these alternative arrangements, the cancellation of the 10-year CMS rate may adversely affect interest payments
on, and the value of, the notes.
PS-8

H I ST ORI CAL I N FORM AT I ON ON T H E 1 0 -Y EAR CM S RAT E

The 10-year CMS rate has fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward
or downward trend in the 10-year CMS rate during the period shown below is not an indication that the 10-year CMS rate is more
or less likely to increase or decrease at any time during the life of your notes.

Y ou should not t a k e t he hist oric a l le ve ls of t he 1 0 -ye a r CM S ra t e a s a n indic a t ion of t he fut ure pe rform a nc e
of t he 1 0 -ye a r CM S ra t e . We cannot give you any assurance that the future levels of the 10-year CMS rate will result in your
receiving a return on your notes that is greater than the return you would have realized if you invested in a debt security of
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) of comparable maturity that bears interest at a prevailing
market rate.

Neither we nor any of our affiliates make any representation to you as to the performance of the 10-year CMS rate. The actual
performance of the 10-year CMS rate over the life of the notes, as well as the interest payable, may bear little relation to the
historical levels shown below.

The following graph shows the published daily rate for the 10-year CMS rate in the period from January 2, 2007 through April 26,
2017. The historical 10-year CMS rate should not be taken as an indication of the future performance of the 10-year CMS rate.
The rate for the 10-year CMS rate on April 26, 2017, was 2.298% per annum.

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