Obligation Citi Global Markets 5% ( US17324C2U95 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17324C2U95 ( en USD )

5% par an ( paiement semestriel )

28/04/2031

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324C2U95 en USD 5%, échéance 28/04/2031

1 000 USD

17324C2U9

N/A

28/10/2025 ( Dans 171 jours )

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

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324C2U95, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/04/2031

424B2 1 dp65201_424b2-645.htm PRICING SUPPLEMENT
CALCU LAT I ON OF REGI ST RAT I ON FEE

T it le of e a c h c la ss of se c urit ie s t o be
M a x im um a ggre ga t e offe ring
Am ount of re gist ra t ion fe e (1) (2)
re gist e re d
pric e
Medium-Term Senior Notes, Series N
$7,500,000
$755.25

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

(2)
Pursuant to Rule 457(p) under the Securities Act, the $104,229.35 remaining of the registration fees previously paid with respect to unsold
securities registered on Registration Statement File No. 333-172554, filed on March 2, 2011 by Citigroup Funding Inc., a wholly owned
subsidiary of Citigroup Inc., is being carried forward, of which $755.25 is offset against the registration fee due for this offering and of which
$103,474.10 remains available for future registration fee offset. No additional registration fee has been paid with respect to this offering.

April 2 5 , 2 0 1 6
M e dium -T e rm Se nior N ot e s, Se rie s N
Citigroup Global Markets Holdings Inc.
Pric ing Supple m e nt N o. 2 0 1 6 U SN CH 0 0 2 4
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -1 9 2 3 0 2 a nd
3 3 3 -1 9 2 3 0 2 -0 6
Callable Dual Range Accrual Notes Linked to 3-Month U.S. Dollar LIBOR and the S&P 500® Index Due April 28, 2031
Subject to our right to call the notes for mandatory redemption, as described below, the notes offered by this pricing supplement
will pay a variable coupon at an annual rate that may be as high as the relevant contingent rate specified below or as low as
0.00%. The actual variable coupon rate for a given quarterly coupon payment date will depend on the levels of bot h 3-month
U.S. Dollar LIBOR (the "underlying rate") and the S&P 500® Index (the "underlying index") on each elapsed day during the
accrual period preceding that coupon payment date. I nve st ors in t he not e s w ill t he re fore be subje c t t o risk s
a ssoc ia t e d w it h bot h t he unde rlying ra t e a nd t he unde rlying inde x a nd m a y be ne ga t ive ly a ffe c t e d by
a dve rse m ove m e nt s in e it he r re ga rdle ss of t he pe rform a nc e of t he ot he r.
We have the right to call the notes for mandatory redemption on any coupon payment date beginning one year after issuance.
The notes are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc.
Investors in the notes 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 ra t e :
3-month U.S. Dollar LIBOR
U nde rlying inde x :
S&P 500® Index
Aggre ga t e st a t e d
$7,500,000
princ ipa l a m ount :
St a t e d princ ipa l a m ount : $1,000 per note
Pric ing da t e :
April 25, 2016
I ssue da t e :
April 28, 2016
M a t urit y da t e :
Unless earlier redeemed, April 28, 2031
Pa ym e nt a t m a t urit y:
Unless earlier redeemed, $1,000 per note plus the coupon payment due at maturity, if any
V a ria ble qua rt e rly
On each coupon payment date, you will receive a coupon payment at an annual rate equal to the
c oupon pa ym e nt s:
variable coupon rate for that coupon payment date. The variable coupon rate for any coupon
payment date will be determined as follows:

number of accrual days during the related accrual period
relevant contingent rate per annum ×
number of elapsed days during the related accrual period

The variable quarterly coupon payment per note would then be equal to (i) $1,000 multiplied by the
variable coupon rate per annum divided by (ii) 4.
I f t he num be r of a c c rua l da ys in a give n a c c rua l pe riod is le ss t ha n t he num be r of
e la pse d da ys in t ha t a c c rua l pe riod, t he va ria ble c oupon ra t e for t he re la t e d
c oupon pa ym e nt da t e w ill be le ss t ha n t he full re le va nt c ont inge nt ra t e , a nd if
t he re a re no a c c rua l da ys in a give n a c c rua l pe riod, t he a pplic a ble va ria ble c oupon
ra t e w ill be 0 .0 0 % pe r a nnum .
Re le va nt c ont inge nt ra t e :
From and including the issue date to but excluding April 28, 2021: 5.00% per annum
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From and including April 28, 2021 to but excluding April 28, 2026: 6.00% per annum
From and including April 28, 2026 to but excluding the maturity date: 7.00% per annum
Coupon pa ym e nt da t e s:
The 28th day of each January, April, July and October, beginning on July 28, 2016
Ac c rua l pe riod:
For each coupon payment date, the period from and including the immediately preceding
coupon payment date (or the issue date in the case of the first coupon payment date) to but
excluding such coupon payment date
Ac c rua l da y:
An elapsed day on which the accrual condition is satisfied
Ela pse d da y:
Calendar day
Ac c rua l c ondit ion:
The accrual condition will be satisfied on an elapsed day if, and only if, bot h (i) the
underlying rate is within the underlying rate range on that elapsed day a nd (ii) the closing
level of the underlying index is greater than or equal to the index accrual barrier level on that
elapsed day. See "Additional Information" on the next page.
U nde rlying ra t e ra nge :
0.00% to 5.00%, inclusive
I nde x a c c rua l ba rrie r le ve l:
1,565.843, 75% of the closing level of the underlying index on the pricing date
Ea rly re de m pt ion:
We have the right to redeem the notes, in whole and not in part, quarterly on any coupon
payment date on or after April 28, 2017 upon not less than five business days' notice for an
amount in cash equal to 100% of the stated principal amount of your notes plus the coupon
payment due on the date of redemption, if any
List ing:
The notes will not be listed on any securities exchange
CU SI P / I SI N :
17324C2U9 / US17324C2U95
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd issue
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r
pric e :
Pe r not e :
$1,000
$35
$965
T ot a l:
$7,500,000
$262,500
$7,237,500
(1) On the date of this pricing supplement, the estimated value of the notes is $933.10 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 $35 for each $1,000 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 $35 for each $1,000 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.
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 -3 .
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 following documents, which can be accessed via the following
hyperlinks:
Produc t Supple m e nt N o. I E -0 6 -0 3 da t e d M a rc h 8 , 2 0 1 6
U nde rlying Supple m e nt N o. 4 da t e d M a rc h 8 , 2 0 1 6 Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d
M a rc h 7 , 2 0 1 6
The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 3-Month U.S. Dollar LIBOR and the S&P 500® Index Due April 28, 2031

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
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contain important disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could
affect the amount of any variable quarterly coupon payment you receive. These events and their consequences are described in
the accompanying product supplement in the sections "Description of the Notes--Terms Related to the Underlying Index--
Discontinuance or Material Modification of the Underlying Index" and "--Terms Related to an Underlying Rate," 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.

Addit iona l t e rm s re la t ing t o t he a c c rua l c ondit ion. For purposes of determining whether the accrual condition is satisfied
on any elapsed day, if the underlying rate or the closing level of the underlying index is not available for any reason on that day
(including weekends and holidays), the underlying rate and/or the closing level of the underlying index, as applicable, will be
assumed to be the same as on the immediately preceding elapsed day (subject to the discussion in the section "Description of the
Notes--Terms Related to an Underlying Rate--Discontinuance of a U.S. Dollar LIBOR Rate" in the accompanying product
supplement). In addition, for all elapsed days from and including the fourth-to-last scheduled trading day in an accrual period to
and including the last elapsed day of that accrual period, the underlying rate and the closing level of the underlying index will not
be observed and will be assumed to be the same as on the elapsed day immediately preceding such unobserved days.

Hypothetical Examples

The following table presents examples of hypothetical variable quarterly coupon payments based on the number of accrual days in
a particular accrual period. For illustrative purposes only, the table assumes an accrual period that contains 90 elapsed days. Your
actual quarterly coupon payments will depend on the actual number of elapsed days during the relevant accrual period and both
the actual underlying rate and the actual closing level of the underlying index on each elapsed day. The applicable variable coupon
rate for each accrual period will be determined on a per annum basis but will apply only to that accrual period. The table and
examples below assume a relevant contingent rate of 5.00% per annum.

H ypot he t ic a l N um be r of Ac c rua l H ypot he t ic a l V a ria ble Coupon Ra t e H ypot he t ic a l V a ria ble Qua rt e rly
Da ys in Ac c rua l Pe riod*
(pe r Annum )* *
Coupon Pa ym e nt pe r N ot e * * *
0
0.00%
$0.00
1
0.06%
$0.14
10
0.56%
$1.39
15
0.83%
$2.08
20
1.11%
$2.78
25
1.39%
$3.47
30
1.67%
$4.17
35
1.94%
$4.86
40
2.22%
$5.56
45
2.50%
$6.25
50
2.78%
$6.94
55
3.06%
$7.64
60
3.33%
$8.33
65
3.61%
$9.03
70
3.89%
$9.72
75
4.17%
$10.42
80
4.44%
$11.11
85
4.72%
$11.81
90
5.00%
$12.50

* An accrual day is an elapsed day on which the accrual condition is satisfied (i.e., on which the underlying rate is within
the underlying rate range and the closing level of the underlying index is greater than or equal to the index accrual barrier
level)

** The hypothetical variable coupon rate per annum is equal to (i) the hypothetical relevant contingent rate of 5.00% per
annum multiplied by (ii) (a) the hypothetical number of accrual days in the related accrual period divided by (b) 90

*** The hypothetical variable quarterly coupon payment per note is equal to (i) $1,000 multiplied by the hypothetical
variable coupon rate per annum divided by (ii) 4
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April 2016
PS-2
Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 3-Month U.S. Dollar LIBOR and the S&P 500® Index Due April 28, 2031

The following four examples illustrate the calculation of the variable coupon rate for a given accrual period based on different
hypothetical underlying index levels and underlying rate values. For illustrative purposes only, the examples assume an accrual
period that contains 90 elapsed days. Your actual variable quarterly coupon payments will depend on the actual number of elapsed
days during the relevant accrual period, the actual relevant contingent rate and both the actual value of the underlying rate and the
actual closing level of the underlying index on each elapsed day. The applicable variable coupon rate for each accrual period will
be determined on a per annum basis but will apply only to that accrual period.

Example 1

The closing level of the underlying index is greater than the index accrual barrier level for each elapsed day during the entire
accrual period a nd the underlying rate is within the underlying rate range for each elapsed day during the entire accrual period.
Because the accrual condition is therefore satisfied for each elapsed day during the entire accrual period, the hypothetical variable
coupon rate would be 5.00% per annum only for that accrual period.

Example 2

The closing level of the underlying index is less than the index accrual barrier level for each elapsed day during the entire accrual
period and the underlying rate is within the underlying rate range for each elapsed day during the entire accrual period. Because
the accrual condition is not satisfied on each elapsed day during the accrual period, the hypothetical variable coupon rate would be
0.00% per annum for that accrual period.

Example 3

The closing level of the underlying index is greater than the index accrual barrier level for each elapsed day during the entire
accrual period but the underlying rate exceeds the underlying rate range for each elapsed day during the entire accrual period.
Because the accrual condition is not satisfied on each elapsed day during the accrual period, the hypothetical variable coupon rate
would be 0.00% per annum for that accrual period.

Example 4

The closing level of the underlying index is greater than the index accrual barrier level for 45 elapsed days during the hypothetical
90-day accrual period a nd the underlying rate is within the underlying rate range for each elapsed day during the entire accrual
period. Because the accrual condition is only satisfied for half of the accrual period, the hypothetical variable coupon rate for that
accrual period would equal 2.50% per annum.

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 both the
underlying rate and 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 advisers as to the risks of an
investment in the notes and the suitability of the notes in light of your particular circumstances.

The following is a summary of certain key risk factors for investors in the notes. You should read this summary together with the
more detailed description of risks relating to an investment in the notes contained in the section "Risk Factors Relating to the
Notes" beginning on page EA-6 in the accompanying product supplement and the description of risks relating to the underlying
index contained in the section "Risk Factors" beginning on page 1 in the accompanying underlying supplement. You should also
carefully read the risk factors included in the accompanying prospectus supplement and in the documents incorporated by
reference in the accompanying prospectus, including Citigroup Inc.'s most recent Annual Report on Form 10-K and any
subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally.
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T he not e s offe r a va ria ble c oupon ra t e a nd you m a y not re c e ive a ny c oupon pa ym e nt on one or m ore
c oupon pa ym e nt da t e s, w hic h m a y e x t e nd for t he e nt ire t e rm of t he not e s. Any variable coupon payment you
receive will depend on the number of elapsed days during the preceding accrual period on which the accrual condition was
satisfied. The accrual condition will be satisfied on a given elapsed day only if bot h (i) the underlying rate is within the
underlying rate range on that elapsed day a nd (ii) the closing level of the underlying index is greater than or equal to the index
accrual barrier level on that elapsed day. If, on any elapsed day during an accrual period, the accrual condition is not satisfied,
the applicable variable coupon payment will be made at a rate that is less, and possibly significantly less, than the relevant
contingent rate. If, on each elapsed day during an accrual period, the accrual condition is not satisfied, no variable coupon
payment will be paid on the related coupon payment date. Accordingly, there can be no assurance that you will receive a
variable coupon payment on any coupon payment date or that any variable coupon payment you do receive will be calculated
at the full relevant contingent rate. Thus, the notes are not a suitable investment for investors who require regular fixed income
payments, since the coupon payments are variable and may be zero.

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 t he not e s, in re a l va lue t e rm s, if you re c e ive be low -
m a rk e t or no va ria ble c oupon pa ym e nt s. 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

April 2016
PS-3
Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 3-Month U.S. Dollar LIBOR and the S&P 500® Index Due April 28, 2031

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. 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.

T he highe r pot e nt ia l yie ld offe re d by t he not e s is a ssoc ia t e d w it h gre a t e r risk t ha t t he not e s w ill pa y a
low or no c oupon on one or m ore c oupon pa ym e nt da t e s. The notes offer variable coupon payments with the
potential to result in a higher yield than the yield on our conventional debt securities of the same maturity. You should
understand that, in exchange for this potentially higher yield, you will be exposed to significantly greater risks than investors in
our conventional debt securities that are guaranteed by Citigroup Inc. These risks include the risk that the variable coupon
payments you receive, if any, will result in a yield on the notes that is lower, and perhaps significantly lower, than the yield on
our conventional debt securities of the same maturity that are guaranteed by Citigroup Inc. T he vola t ilit y of t he
unde rlying ra t e a nd t he unde rlying inde x a re im port a nt fa c t ors a ffe c t ing t his risk . Gre a t e r e x pe c t e d
vola t ilit y of t he unde rlying ra t e a nd/or t he unde rlying inde x a s of t he pric ing da t e m a y c ont ribut e t o t he
highe r yie ld pot e nt ia l, but w ould a lso re pre se nt a gre a t e r e x pe c t e d lik e lihood a s of t he pric ing da t e t ha t
you w ill re c e ive low or no c oupon pa ym e nt s on t he not e s.

T he not e s a re subje c t t o risk s a ssoc ia t e d w it h bot h t he unde rlying ra t e a nd t he unde rlying inde x , a nd
m a y be ne ga t ive ly a ffe c t e d by a dve rse m ove m e nt s in e it he r re ga rdle ss of t he pe rform a nc e of t he ot he r.
The amount of any variable coupon payments you receive will depend on the performance of both the underlying rate and the
underlying index. It is impossible to predict whether the underlying rate and the underlying index will rise or fall or what their
relationship will be. The scenario in which the notes pay the greatest coupon is that in which both the underlying rate remains
consistently within the underlying rate range and the closing level of the underlying index remains consistently greater than or
equal to the index accrual barrier level. In all other scenarios--(i) where the underlying rate remains consistently outside the
underlying rate range, regardless of the level of the underlying index; or (ii) where the closing level of the underlying index
remains consistently less than the index accrual barrier level, regardless of the underlying rate--the notes will pay little or no
coupon.

T he not e s m a y be c a lle d for m a nda t ory re de m pt ion a t our opt ion a ft e r t he first ye a r of t he ir t e rm , w hic h
lim it s your a bilit y t o re c e ive va ria ble c oupon pa ym e nt s if t he unde rlying ra t e a nd unde rlying inde x
pe rform fa vora bly. In determining whether to redeem the notes, we will consider various factors, including then current
market interest rates and our expectations about payments we will be required to make on the notes in the future. If we call the
notes for mandatory redemption, we will do so at a time that is advantageous to us and without regard to your interests. We
are more likely to redeem the notes at a time when the underlying rate and underlying index are performing favorably from your
perspective and when we expect them to continue to do so. Therefore, although the notes offer variable coupon payments with
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the potential to result in a higher yield than the yield on our conventional debt securities of the same maturity, if the notes are
paying that higher rate and we expect them to continue to do so, it is more likely that we would redeem the notes. Accordingly,
the redemption feature of the notes is likely to limit the benefits you receive from the variable coupon payments. If we exercise
our redemption right prior to maturity, you may not be able to reinvest your funds in another investment that provides a similar
yield with a similar level of risk.

T he not e s m a y be risk ie r t ha n not e s w it h a short e r t e rm . The notes have a 15-year term, subject to our right to call
the notes for mandatory redemption after the first year of the term of the notes. By purchasing notes with a longer term, you
are more exposed to fluctuations in market interest rates and equity markets than if you purchased notes with a shorter term.
Specifically, you will be negatively affected if the underlying rate falls outside the underlying rate range or if the closing level of
the underlying index falls below the index accrual barrier level. If either (i) the underlying rate is outside the underlying rate
range or (ii) the closing level of the underlying index is less than the index accrual barrier level on each day during an entire
accrual period, you will be holding a long-dated security that does not pay any coupon.

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

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

T he e st im a t e d va lue of t he not e s on t he pric ing da t e , ba se d on CGM I 's proprie t a ry pric ing m ode ls a nd
our int e rna l funding ra t e , is le ss t ha n t he issue pric e . The difference is attributable to certain costs associated with
selling, structuring and hedging the notes that are included in the issue price. These costs include (i) the selling concessions
paid in connection with the

April 2016
PS-4
Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 3-Month U.S. Dollar LIBOR and the S&P 500® Index Due April 28, 2031

offering of the notes, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the notes
and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection with
hedging our obligations under the notes. These costs adversely affect the economic terms of the notes because, if they were
lower, the economic terms of the notes would be more favorable to you. The economic terms of the notes are also likely to be
adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the notes. See "The
estimated value of the notes would be lower if it were calculated based on our secondary market rate" below.

T he e st im a t e d va lue of t he not e s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing m ode ls.
CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In
doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the underlying index
and the underlying rate, the correlation between the underlying index and the underlying rate, 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
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for the notes for other purposes, including for accounting purposes. You should not invest in the notes because of the
estimated value of the notes. Instead, you should be willing to hold the notes to maturity irrespective of the initial estimated
value.

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

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

T he e st im a t e d va lue of t he not e s is not a n indic a t ion of t he pric e , if a ny, a t w hic h CGM I or a ny ot he r
pe rson m a y be w illing t o buy t he not e s from you in t he se c onda ry m a rk e t . Any such secondary market price will
fluctuate over the term of the notes based on the market and other factors described in the next risk factor. Moreover, unlike
the estimated value included in this pricing supplement, any value of the notes determined for purposes of a secondary market
transaction will be based on our secondary market rate, which will likely result in a lower value for the notes than if our internal
funding rate were used. In addition, any secondary market price for the notes will be reduced by a bid-ask spread, which may
vary depending on the aggregate stated principal amount of the notes to be purchased in the secondary market transaction,
and the expected cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the
notes will be less than the issue price.

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 the underlying rate and a
number of other factors, including the dividend yields on the stocks that constitute the underlying index, interest rates generally,
the positive or negative correlation between the underlying rate and the underlying index, the time remaining to maturity of the
notes and our and/or Citigroup Inc.'s creditworthiness, as reflected in our secondary market rate. Changes in the level of the
underlying rate and/or 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 is not a re c om m e nda t ion of t he unde rlying ra t e or 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 rate and
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 rate or the underlying index or the stocks that constitute the underlying index, and may publish research or express
opinions, that in each case are inconsistent with an investment linked to the underlying rate and the underlying index. These
and other activities of our affiliates may affect the underlying rate or 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 unde rlying ra t e w ill be a ffe c t e d by a num be r of fa c t ors. The amount of your variable coupon payments will
depend, in part, on the underlying rate. A number of factors can cause changes in the underlying rate, including, among other
things: perceptions

April 2016
PS-5
Citigroup Global Markets Holdings Inc.
http://www.sec.gov/Archives/edgar/data/200245/000095010316012849/dp65201_424b2-645.htm[4/27/2016 4:18:17 PM]

Callable Dual Range Accrual Notes Linked to 3-Month U.S. Dollar LIBOR and the S&P 500® Index Due April 28, 2031

about future levels of the underlying rate, general economic conditions in the United States, prevailing market interest rates and
the policies of the Federal Reserve Board regarding interest rates. Some of these factors are interrelated in complex ways. As
a result, the effect of any one factor may be offset or magnified by the effect of another factor. For example, an increase by the
Federal Reserve Board in the federal funds target rate has historically been associated with an increase in the underlying rate.
However, you should also understand that the underlying rate is affected by factors other than the federal funds target rate,
such that the underlying rate may increase outside of the underlying rate range, resulting in no coupon payments on the notes,
even if the federal funds target rate remains at current low levels. Further, the above and other factors may also have a
negative impact on the value of the notes generally.

T he unde rlying ra t e 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 the underlying rate is calculated may change in the future, as a result of governmental actions, actions by the publisher
of the underlying rate or otherwise. We cannot predict whether the method by which the underlying rate is calculated will
change or what the impact of any such change might be. Any such change could affect the underlying rate in a way that has a
significant adverse effect on the notes.

T he le ve l of t he unde rlying inde x or t he va lue of t he unde rlying ra t e 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 rate or 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 rate or 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 underlying rate and/or 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.

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 the discontinuance of the underlying rate or the underlying index, CGMI, as
calculation agent, will be required to make discretionary judgments that could significantly affect any coupon payment you
receive. 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
"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 a holder of the notes.

April 2016
PS-6
Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 3-Month U.S. Dollar LIBOR and the S&P 500® Index Due April 28, 2031

Information About the Underlying Rate

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 information about how 3-month U.S. Dollar LIBOR will be determined on each elapsed day, see "Description of the Notes--
Terms Related to an Underlying Rate--Determining a U.S. Dollar LIBOR Rate" in the accompanying product supplement.
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Historical Information

The underlying rate was 0.6339% on April 25, 2016. The graph below shows the underlying rate for each day it was available from
January 3, 2006 to April 25, 2016. We obtained the values below from Bloomberg L.P., without independent verification. You should
not take the historical performance of the underlying rate 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 3 , 2 0 0 6 t o April 2 5 , 2 0 1 6

April 2016
PS-7
Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 3-Month U.S. Dollar LIBOR and the S&P 500® Index Due April 28, 2031

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 underlying 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--S&P 500® Index--License
Agreement" in the accompanying underlying supplement. Please refer to the sections "Risk Factors" and "Equity Index Descriptions
--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 25, 2016 was 2,087.79.

The graph below shows the closing level of the underlying index for each day such level was available from January 3, 2006 to
April 25, 2016. We obtained the closing levels from Bloomberg L.P., without independent verification. You should not take the
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historical closing levels of the underlying index as an indication of future performance.

S& P 5 0 0 ® I nde x -- H ist oric a l Closing Le ve ls
J a nua ry 3 , 2 0 0 6 t o April 2 5 , 2 0 1 6

April 2016
PS-8
Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 3-Month U.S. Dollar LIBOR and the S&P 500® Index Due April 28, 2031

United States Federal Tax Considerations

In the opinion of our tax counsel, Davis Polk & Wardwell LLP, 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 prospectus supplement called
"United States Federal Tax Considerations--Tax Consequences to U.S. Holders--Notes Treated as Contingent Payment Debt
Instruments," and the remaining discussion assumes this treatment is respected.

If you are a U.S. Holder, you will be required to recognize interest income 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
or a series of payments the amount and timing of which would produce a yield to maturity on the notes equal to the comparable
yield. The amount of interest you include in income in each taxable year based on the comparable yield will be adjusted upward or
downward to reflect the difference, if any, between the actual and projected payments on the notes as determined under the
projected payment schedule.

Although it is not entirely clear how the comparable yield and projected payment schedule must be determined when a debt
instrument may be redeemed by the issuer prior to maturity, we have determined that the comparable yield for a note is a rate of
4.230%, compounded quarterly, and that the projected payment schedule with respect to a note consists of the following payments:

July 28, 2016
$11.844
July 28, 2021
$11.844
July 28, 2026
$11.054
October 28, 2016
$11.745
October 28, 2021
$11.725
October 28, 2026
$10.916
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