Obbligazione Citi Global Markets 0% ( US17325E8049 ) in USD

Citi Global Markets

10.43 USD ⇌

Stati Uniti

US17325E8049 ( in USD )

12/12/2024 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Citigroup Global Markets Holdings US17325E8049 in USD 0%, scaduta

1 000 USD

5 000 000 USD

17325E804

N/A

A2 ( Upper medium grade - Investment-grade )

Citigroup Global Markets Holdings è una sussidiaria di Citigroup Inc. che opera nel settore dei mercati finanziari globali, offrendo servizi di trading, intermediazione e gestione degli investimenti a clienti istituzionali e investitori privati.

The Obbligazione issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17325E8049, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 12/12/2024

The Obbligazione issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17325E8049, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

424B2 1 dp75063_424b2-580.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
April 7 , 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 8 3
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
500,000 Market-Linked Notes Based on the S&P 500® Index Due December 12, 2024
Ove rvie w
? The notes offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and
guaranteed by Citigroup Inc. Unlike conventional debt securities, the notes do not pay interest. Instead, the notes offer the
potential for a positive return at maturity based on the performance of the S&P 500® Index (the "underlying index") from the initial
index level to the final index level.
? The notes provide 1-to-1 exposure to the performance of the underlying index within a limited range of potential appreciation. If
the underlying index appreciates from the initial index level to the final index level, you will receive a positive return at maturity
equal to that appreciation, subject to the maximum return at maturity specified below. However, if the underlying index remains
the same or depreciates from the initial index level to the final index level, you will be repaid the stated principal amount of your
notes at maturity but will not receive any return on your investment. Even if the underlying index appreciates from the initial index
level to the final index level, so that you do receive a positive return at maturity, there is no assurance that your total return at
maturity on the notes will compensate you for the effects of inflation or be as great as the yield you could have achieved on a
conventional debt security of ours of comparable maturity.
? Investors in the notes must be willing to forgo (i) any return on the notes in excess of the maximum return at maturity and (ii) any
dividends that may be paid on the stocks that constitute the underlying index during the term of the notes. I f t he unde rlying
inde x doe s not a ppre c ia t e from t he init ia l inde x le ve l t o t he fina l inde x le ve l, you w ill not re c e ive a ny
re t urn on your inve st m e nt in t he not e s.
? In order to obtain the modified exposure to the underlying index that the notes provide, investors must be willing to accept (i) an
investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the notes if we and
Citigroup Inc. default on our obligations. All pa ym e nt s on t he not e s a re subje c t t o t he c re dit risk of Cit igroup
Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
K EY T ERM S

I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.

Gua ra nt e e :
All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc.

U nde rlying inde x :
The S&P 500® Index (ticker symbol: "SPX")
Aggre ga t e st a t e d
$5,000,000
princ ipa l a m ount :
St a t e d princ ipa l a m ount :
$10.00 per note
Pric ing da t e :
April 7, 2017
I ssue da t e :
April 12, 2017
V a lua t ion da t e s:
Each scheduled trading day from and including September 9, 2024 to and including December 9,
2024, excluding any scheduled trading day on which a market disruption event occurs
M a t urit y da t e :
December 12, 2024
Pa ym e nt a t m a t urit y:
For each note you hold at maturity, the $10.00 stated principal amount plus the note return amount,
which will be either zero or positive
N ot e re t urn a m ount :
? If the final index level is gre a t e r t ha n the initial index level:
$10.00 × the index return, subject to the maximum return at maturity
? If the final index level is le ss t ha n or e qua l t o the initial index level:
$0
I nit ia l inde x le ve l:
2,355.54, the closing level of the underlying index on the pricing date
Fina l inde x le ve l:
The arithmetic average of the closing level of the underlying index on each of the valuation dates
I nde x re t urn:
The final index level minus the initial index level, divided by the initial index level
M a x im um re t urn a t
$10.00 per note (100.00% of the stated principal amount). The payment at maturity per note will
m a t urit y:
not exceed $10.00 plus the maximum return at maturity.
List ing:
The notes will not be listed on any securities exchange
CU SI P / I SI N :
17325E804 / US17325E8049
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd
I ssue pric e (1)(2)
U nde rw rit ing fe e
Proc e e ds t o issue r
issue pric e :
Pe r not e :
$10.00
$0.30(2)
$9.65
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$0.05(3)

T ot a l:
$5,000,000.00
$175,000.00
$4,825,000.00

(1) On the date of this pricing supplement, the estimated value of the notes is $9.515 per note, which is less than the issue price.
The estimated value of the notes is based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication
of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may
be willing to buy the notes from you at any time after issuance. See "Valuation of the Notes" in this pricing supplement.
(2) 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 $0.35 for each $10.00 note sold in this offering. Certain selected dealers, including Morgan
Stanley Wealth Management, and their financial advisors will collectively receive from CGMI a fixed selling concession of $0.30 for
each $10.00 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. See "Use of Proceeds and Hedging" in the accompanying prospectus.
(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by CGMI of $0.05 for each note.
I nve st ing in t he not e s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l
de bt se c urit ie s. Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS -4 .
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 produc t
supple m e nt , unde rlying supple m e nt , prospe c t us supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
You should read this pricing supplement together with the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 3 -0 6 da t e d April 7 , 2 0 1 7 U nde rlying Supple m e nt N o. 6 da t e d April 7 , 2 0 1 7
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
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.
500,000 Market-Linked Notes Based on the S&P 500® Index Due December 12, 2024

Additional Information

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

Conse que nc e s of a m a rk e t disrupt ion e ve nt . The first four paragraphs under the heading "Consequences of a Market
Disruption Event; Postponement of a Valuation Date" in the section "Description of the Securities--Certain Additional Terms for
Securities Linked to an Underlying Index" shall not apply to the securities.

Investment Summary

The notes offer the potential for 100% participation in any positive performance of the underlying index, subject to the maximum
return at maturity. The notes provide investors:

?
an opportunity to gain exposure to the underlying index;

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?
the repayment of principal at maturity;

?
100% participation in any appreciation of the underlying index from the initial index level to the final index level, subject to the
maximum return at maturity; and

?
no exposure to any depreciation of the underlying index if the notes are held to maturity.

At maturity, if the underlying index has depreciated or has not appreciated at all, you will receive the stated principal amount of
$10.00 per note, without any positive return on your investment. All payments on the notes, including the repayment of principal at
maturity, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investors in the notes will not
receive any dividends paid on the stocks that constitute the underlying index over the term of the notes.

M a t urit y:
Approximately 7.7 years
Pa rt ic ipa t ion ra t e :
100%
M a x im um re t urn a t m a t urit y:
$10.00 (100.00% of the stated principal amount)
M inim um pa ym e nt a t m a t urit y:
$10.00
I nt e re st :
None

Key Investment Rationale

The notes offer investors exposure to the performance of the underlying index and provide for the repayment of principal at
maturity. They are for investors who are concerned about principal risk but seek an equity index-based return, and who are willing
to forgo dividends and any return in excess of the maximum return at maturity in exchange for the repayment of principal at
maturity if the underlying index depreciates.

Re pa ym e nt of Princ ipa l:
The notes offer investors 1-to-1 upside exposure to any appreciation of
the underlying index up to the maximum return at maturity, while providing
for the repayment of principal in full at maturity.
U pside Sc e na rio:
If the final index level is gre a t e r t ha n the initial index level, the
payment at maturity for each note will be equal to the $10.00 stated
principal amount plus the note return amount, subject to the maximum
return at maturity of $10.00 per note (100.00% of the stated principal
amount). For example, if the final index level is 3.00% greater than the
initial index level, the notes will provide a total return of 3.00% at maturity.
Pa r Sc e na rio:
If the final index level is le ss t ha n the initial index level, the notes will
pay only the stated principal amount of $10.00 at maturity.

April 2017
PS-2
Citigroup Global Markets Holdings Inc.
500,000 Market-Linked Notes Based on the S&P 500® Index Due December 12, 2024

Hypothetical Examples

The diagram below illustrates your payment at maturity for a range of hypothetical percentage changes from the initial index level to
the final index level.

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I nve st ors in t he not e s w ill not re c e ive a ny divide nds on t he st oc k s t ha t c onst it ut e t he unde rlying inde x . T he
dia gra m a nd e x a m ple s be low do not show a ny e ffe c t of lost divide nd yie ld ove r t he t e rm of t he not e s. See
"Summary Risk Factors--Investing in the notes is not equivalent to investing in the underlying index or the stocks that constitute
the underlying index" below.

M a rk e t -Link e d N ot e s
Pa ym e nt a t M a t urit y Dia gra m
The Securities The Underlying Index

Your actual payment at maturity per note will depend on the actual final index level. The examples below are intended to illustrate
how your payment at maturity will depend on whether the final index level is greater than or less than the initial index level and by
how much.

Ex a m ple 1 --U pside Sc e na rio A. The hypothetical final index level is 2,591.09 (an approximately 10.00% increase from the
initial index level), which is gre a t e r t ha n the initial index level.

Payment at maturity per note = $10 + the note return amount

= $10 + ($10 × the index return), subject to the maximum return at maturity of $10.00

= $10 + ($10 × 10.00%), subject to the maximum return at maturity of $10.00

= $10 + $1.00, subject to the maximum return at maturity of $10.00

= $11.00

April 2017
PS-3
Citigroup Global Markets Holdings Inc.
®
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500,000 Market-Linked Notes Based on the S&P 500 Index Due December 12, 2024

Because the underlying index appreciated by 10.00% from its initial index level to its hypothetical final index level and the note
return amount of $1.00 results in a total return at maturity of 10.00%, which is less than the maximum return at maturity of
100.00%, your total return at maturity in this scenario would be 10.00%.

Ex a m ple 2 --U pside Sc e na rio B. The hypothetical final index level is 4,946.63 (an approximately 110.00% increase from the
initial index level), which is gre a t e r t ha n the initial index level.

Payment at maturity per note = $10 + the note return amount

= $10 + ($10 × the index return), subject to the maximum return at maturity of $10.00

= $10 + ($10 × 110.00%), subject to the maximum return at maturity of $10.00

= $10 + $11.00, subject to the maximum return at maturity of $10.00

= $20.00

Because the underlying index appreciated by 110.00% from its initial index level to its hypothetical final index level and the note
return amount of $11.00 results in a total return at maturity of 110.00%, which is greater than the maximum return at maturity of
100.00%, your total return at maturity in this scenario would equal the maximum return at maturity of 100.00%. In this scenario, an
investment in the notes would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of
the underlying index without a maximum return at maturity.

Ex a m ple 3 --Pa r Sc e na rio. The hypothetical final index level is 2,119.99 (an approximately 10.00% decrease from the initial
index level), which is le ss t ha n the initial index level.

Payment at maturity per note = $10 + the note return amount

= $10 + $0

= $10.00

Because the underlying index depreciated from its initial index level to its hypothetical final index level, the payment at maturity per
note would equal the $10.00 stated principal amount per note.

Summary Risk Factors

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

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

?
Y ou m a y not re c e ive a ny re t urn on your inve st m e nt in t he not e s. You will receive a positive return on your
investment in the notes only if the underlying index appreciates from the initial index level to the final index level. If the final
index level is equal to or less than the initial index level, you will receive only the stated principal amount of $10.00 for each
note you hold at maturity. As the notes do not pay any interest, even if the underlying index appreciates from the initial index
level to the final index level, there is no assurance that your total return at maturity on the notes will be as great as could have
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been achieved on conventional debt securities of ours of comparable maturity.

?
T he not e s do not pa y int e re st . Unlike conventional debt securities, the notes do not pay interest or any other amounts
prior to maturity. You should not invest in the notes if you seek current income during the term of the notes.

?
T he se c urit ie s a re risk ie r t ha n se c urit ie s w it h a short e r t e rm . The securities are relatively long-dated. Because
the securities are relatively long-dated, the risks of the securities are heightened as compared to securities with a shorter term
because you will be subject to those risks for a longer period of time. In addition, the value of a longer-dated security is
typically less than the value of an otherwise comparable security with a shorter term.

April 2017
PS-4
Citigroup Global Markets Holdings Inc.
500,000 Market-Linked Notes Based on the S&P 500® Index Due December 12, 2024

?
Y our pot e nt ia l re t urn on t he not e s is lim it e d. Your potential total return on the notes at maturity is limited to the
maximum return at maturity of 100.00%, which is equivalent to a maximum return at maturity of $10.00 per note. Any increase
in the final index level over the initial index level by more than 100.00% will not increase your return on the notes.

?
Alt hough t he not e s provide for t he re pa ym e nt of t he st a t e d princ ipa l a m ount a t m a t urit y, you m a y
ne ve rt he le ss suffe r a loss on your inve st m e nt in re a l va lue t e rm s if t he unde rlying inde x de c line s or
doe s not a ppre c ia t e suffic ie nt ly from t he init ia l inde x le ve l t o t he fina l inde x le ve l. This is because inflation
may cause the real value of the stated principal amount to be less at maturity than it is at the time you invest, and because an
investment in the notes represents a forgone opportunity to invest in an alternative asset that does generate a positive real
return. This potential loss in real value terms is significant given the relatively long-dated term of the notes. You should
carefully consider whether an investment that may not provide for any return on your investment, or may provide a return that
is lower than the return on alternative investments, is appropriate for you.

?
I nve st ing in t he not e s is not e quiva le nt t o inve st ing in t he unde rlying inde x or t he st oc k s t ha t c onst it ut e
t he unde rlying inde x . You will not have voting rights, rights to receive dividends or other distributions or any other rights
with respect to the stocks that constitute the underlying index. As of April 7, 2017, the average dividend yield of the underlying
index was approximately 1.98% per year. While it is impossible to know the future dividend yield of the underlying index, if this
average dividend yield were to remain constant for the term of the notes, you would be forgoing an aggregate yield of
approximately 15.18% (assuming no reinvestment of dividends) by investing in the notes instead of investing directly in the
stocks that constitute the underlying index or in another investment linked to the underlying index that provides for a pass-
through of dividends. The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield
over the term of the notes. If the underlying index appreciates, or if it depreciates by up to the dividend yield, this lost dividend
yield will cause the notes to underperform an alternative investment providing for a pass-through of dividends and 1-to-1
exposure to the performance of the underlying index.

?
T he pa ym e nt a t m a t urit y on t he not e s is ba se d on t he a rit hm e t ic a ve ra ge of t he c losing le ve ls of t he
unde rlying inde x on va lua t ion da t e s oc c urring ove r a pe riod of a pprox im a t e ly 3 m ont hs. As a result, you are
subject to the risk that the closing levels of the underlying index on those valuation dates will result in a less favorable return
than you would have received had the final index level been based on the closing level on other days during the term of the
notes. If you had invested in another instrument linked to the underlying index that you could sell for full value at a time
selected by you, you might have achieved better returns. In addition, because the final index level is based on an average over
the valuation dates, your return on the notes may be less favorable than it would have been if it were based on the closing
level of the underlying index on only one of those valuation dates.

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

?
T he not e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o
m a t urit y. The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for
the notes. CGMI currently intends to make a secondary market in relation to the notes and to provide an indicative bid price for
the notes on a daily basis. Any indicative bid price for the notes provided by CGMI will be determined in CGMI's sole
discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI
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that the notes can be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid
prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no
secondary market at all for the notes because it is likely that CGMI will be the only broker-dealer that is willing to buy your
notes prior to maturity. Accordingly, an investor must be prepared to hold the notes until maturity.

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

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

?
T he e st im a t e d va lue of t he not e s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing m ode ls.
CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In
doing so, it may have

April 2017
PS-5
Citigroup Global Markets Holdings Inc.
500,000 Market-Linked Notes Based on the S&P 500® Index Due December 12, 2024

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

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

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 e st im a t e d va lue of t he not e s is not a n indic a t ion of t he pric e , if a ny, a t w hic h CGM I or a ny ot he r
pe rson m a y be w illing t o buy t he not e s from you in t he se c onda ry m a rk e t . Any such secondary market price will
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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 va lue of t he not e s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors. The value of
your notes prior to maturity will fluctuate based on the level and volatility of the underlying index and a number of other factors,
including the price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that
constitute the underlying index, interest rates generally, the time remaining to maturity and our and/or Citigroup Inc.'s
creditworthiness, as reflected in our secondary market rate. Changes in the level of the underlying index may not result in a
comparable change in the value of your notes. You should understand that the value of your notes at any time prior to maturity
may be significantly less than the issue price.

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

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

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

April 2017
PS-6
Citigroup Global Markets Holdings Inc.
500,000 Market-Linked Notes Based on the S&P 500® Index Due December 12, 2024

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

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

?
Adjust m e nt s t o t he unde rlying inde x m a y a ffe c t t he va lue of your not e s. S&P Dow Jones Indices LLC (the
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"underlying index publisher") may add, delete or substitute the stocks that constitute the underlying index or make other
methodological changes that could affect the level of the underlying index. The underlying index publisher may discontinue or
suspend calculation or publication of the underlying index at any time without regard to your interests as holders of the notes.

Information About the Underlying Index

The S&P 500® Index consists of 500 common stocks selected to provide a performance benchmark for the large capitalization
segment of the U.S. equity markets. It is calculated and maintained by S&P Dow Jones Indices LLC. The S&P 500® Index is
reported by Bloomberg L.P. under the ticker symbol "SPX."

"Standard & Poor's," "S&P" and "S&P 500®" are trademarks of Standard & Poor's Financial Services LLC and have been licensed
for use by Citigroup Inc. and its affiliates. For more information, see "Equity Index Descriptions--The S&P U.S. Indices--License
Agreement" in the accompanying underlying supplement. Please refer to the sections "Risk Factors" and "Equity Index Descriptions
--The S&P U.S. Indices--The S&P 500® Index" in the accompanying underlying supplement for important disclosures regarding
the underlying index, including certain risks that are associated with an investment linked to the underlying index.

Historical Information

The closing level of the underlying index on April 7, 2017 was 2,355.54.

The graph below shows the closing levels of the underlying index for each day such level was available from January 3, 2012 to
April 7, 2017. We obtained the closing levels from Bloomberg L.P., without independent verification. Y ou should not t a k e t he
hist oric a l le ve ls of t he unde rlying inde x a s a n indic a t ion of fut ure pe rform a nc e .

S& P 5 0 0 ® I nde x H ist oric a l Closing Le ve ls
J a nua ry 3 , 2 0 1 2 t o April 7 , 2 0 1 7

April 2017
PS-7
Citigroup Global Markets Holdings Inc.
500,000 Market-Linked Notes Based on the S&P 500® Index Due December 12, 2024

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United States Federal Tax Considerations

In the opinion of our tax counsel, Davis Polk & Wardwell LLP, based on current market conditions, the notes should be treated as
"contingent payment debt instruments" for U.S. federal income tax purposes, as described in the section of the accompanying
product supplement called "United States Federal Tax Considerations--Tax Consequences to U.S. Holders--Notes Treated as
Contingent Payment Debt Instruments," and the remaining discussion is based on this treatment. If you are a U.S. Holder, you will
be required to recognize interest income during the term of the notes at the "comparable yield," which generally is the yield at
which we could issue a fixed-rate debt instrument with terms similar to those of the notes, including the level of subordination,
term, timing of payments and general market conditions, but excluding any adjustments for the riskiness of the contingencies or the
liquidity of the notes. We are required to construct a "projected payment schedule" in respect of the notes representing a payment
the amount and timing of which would produce a yield to maturity on the notes equal to the comparable yield. Assuming you hold
the notes until their maturity, the amount of interest you include in income based on the comparable yield in the taxable year in
which the notes mature will be adjusted upward or downward to reflect the difference, if any, between the actual and projected
payment on the notes at maturity as determined under the projected payment schedule. However, special rules may apply if the
payment at maturity on the notes is treated as becoming fixed prior to maturity. See "United States Federal Tax Considerations--
Tax Consequences to U.S. Holders--Notes Treated as Contingent Payment Debt Instruments" in the accompanying product
supplement for a more detailed discussion of the special rules.

Upon the sale, exchange or retirement of the notes prior to maturity, you generally will recognize gain or loss equal to the
difference between the proceeds received and your adjusted tax basis in the notes. Your adjusted tax basis will equal your
purchase price for the notes, increased by interest previously included in income on the notes. Any gain generally will be treated as
ordinary income, and any loss generally will be treated as ordinary loss to the extent of prior interest inclusions on the note and as
capital loss thereafter.

We have determined that the comparable yield for a note is a rate of 3.314%, compounded semi-annually, and that the projected
payment schedule with respect to a note consists of a single payment of $12.866 at maturity.

N e it he r t he c om pa ra ble yie ld nor t he proje c t e d pa ym e nt sc he dule c onst it ut e s a re pre se nt a t ion by us
re ga rding t he a c t ua l a m ount t ha t w e w ill pa y on t he not e s.

Subject to the discussions below under "Possible Withholding Under Section 871(m) of the Code" and in "United States Federal
Tax Considerations--Tax Consequences to Non-U.S. Holders" and "--FATCA" in the accompanying product supplement, if you are
a Non-U.S. Holder (as defined in the accompanying product supplement) of the notes, under current law you generally will not be
subject to U.S. federal withholding or income tax in respect of any payment on or any amount received on the sale, exchange or
retirement of the notes, provided that (i) income in respect of the notes is not effectively connected with your conduct of a trade or
business in the United States, and (ii) you comply with the applicable certification requirements. See "United States Federal Tax
Considerations--Tax Consequences to Non-U.S. Holders" in the accompanying product supplement for a more detailed discussion
of the rules applicable to Non-U.S. Holders of the notes.

Possible Wit hholding U nde r Se c t ion 8 7 1 (m ) of t he Code . As discussed under "United States Federal Tax Considerations
--Tax Consequences to Non-U.S. Holders" in the accompanying product supplement, Section 871(m) of the Internal Revenue
Code of 1986, as amended, and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30%
withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments
linked to U.S. equities ("U.S. Underlying Equities") or indices that include U.S. Underlying Equities. Section 871(m) generally applies
to instruments that substantially replicate the economic performance of one or more U.S. Underlying Equities, as determined based
on tests set forth in the applicable Treasury regulations (a "Specified Security"). However, the regulations exempt financial
instruments issued in 2017 that do not have a "delta" of one. Based on the terms of the notes and representations provided by us,
our tax counsel is of the opinion that the notes should not be treated as transactions that have a "delta" of one within the meaning
of the regulations with respect to any U.S. Underlying Equity and, therefore, should not be Specified Securities subject to
withholding tax under Section 871(m).

A determination that the notes are not subject to Section 871(m) is not binding on the Internal Revenue Service, and the Internal
Revenue Service may disagree with this treatment. Moreover, Section 871(m) is complex and its application may depend on your
particular circumstances. For example, if you enter into other transactions relating to the underlier, you could be subject to
withholding tax or income tax liability under Section 871(m) even if the notes are not Specified Securities subject to Section 871(m)
as a general matter. You should consult your tax adviser regarding the potential application of Section 871(m) to the notes.

If withholding tax applies to the notes, we will not be required to pay any additional amounts with respect to amounts withheld.

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Document Outline

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