Obligation Citi Global Markets 0% ( US17324CCB00 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17324CCB00 ( en USD )

28/11/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CCB00 en USD 0%, échue

1 000 USD

397 000 USD

17324CCB0

N/A

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

Citigroup Global Markets Holdings a remboursé le 28 novembre 2022 son obligation (ISIN : US17324CCB00, CUSIP : 17324CCB0) à 100% de sa valeur nominale, émise aux États-Unis pour un montant total de 397 000 USD, avec un taux d'intérêt de 0%, une taille minimale d'achat de 1 000 USD et une fréquence de paiement de 2, non notée par Moody's.

424B2 1 dp70456_424b2-1530.htm PRICING SUPPLEMENT

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered
Maximum aggregate offering price
Amount of registration fee(1) (2)
Medium-Term Senior Notes, Series N
$397,000
$46.01

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

(2)
Pursuant to Rule 457(p) under the Securities Act, the $40,346.26 remaining of the registration fees previously paid with respect to unsold securities registered on
Post-Effective Amendment No. 1 to Registration Statement File No. 333-157386, filed on February 11, 2011 by Citigroup Funding Inc., a wholly owned subsidiary
of Citigroup Inc., and Registration Statement File No. 333-172554, filed on March 2, 2011 by Citigroup Funding Inc., and previously carried forward with respect to
unsold securities registered on Registration Statement File No. 333-192302, filed on November 13, 2013 by Citigroup Inc., is being carried forward, of which $46.01
is offset against the registration fee due for this offering and of which $40,300.25 remains available for future registration fee offset. The most recent filing utilizing a
portion of the registration fees previously paid with respect to unsold securities registered on these registration statements was filed on November 22, 2016. No
additional registration fee has been paid with respect to this offering. The effectiveness of each of the registration statements referred to in this footnote (2) has
expired. Please refer to footnote (1) to the "Calculation of Registration Fee" table in Post-Effective Amendment No. 1 to Registration Statement File No. 333-
214120, filed on November 21, 2016 by Citigroup Inc.

Citigroup Global Markets Holdings Inc.
N ove m be r 1 8 , 2 0 1 6
M e dium -T e rm Se nior N ot e s, Se rie s N
Pric ing Supple m e nt N o. 2 0 1 6 -U SN CH 0 2 2 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 4 1 2 0 a nd
3 3 3 -2 1 4 1 2 0 -0 3
Dual Directional Barrier Securities Based on the Dow Jones Industrial AverageTM Due November 28, 2022
? The securities offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets
Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not
repay a fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than, equal
to or less than the stated principal amount, depending on the performance of the Dow Jones Industrial AverageTM (the
"underlying index") from the initial index level to the final index level.
? The securities offer the potential for a positive return at maturity based on the absolute value of the percentage change in the
level of the underlying index, but only so long as the final index level is greater than or equal to the barrier level specified below
(equal to 70.00% of the initial index level). If the underlying index appreciates, the securities offer participation in that
appreciation at the upside participation rate specified below. If the underlying index depreciates and the final index level is
greater than or equal to the barrier level, the securities offer 1-to-1 positive participation in the absolute value of that
depreciation. H ow e ve r, if t he unde rlying inde x de pre c ia t e s a nd t he fina l inde x le ve l is le ss t ha n t he ba rrie r
le ve l, you w ill ha ve full ne ga t ive dow nside e x posure t o t ha t de pre c ia t ion a nd w ill lose 1 % of t he st a t e d
princ ipa l a m ount of your se c urit ie s for e ve ry 1 % by w hic h t he fina l inde x le ve l is le ss t ha n t he init ia l inde x
le ve l. In exchange for the potential for a positive return at maturity even if the underlying index depreciates, investors in the
securities must be willing to forgo (i) dividends on the stocks included in the underlying index over the term of the securities, (ii)
interest on the securities and (iii) participation in the absolute value of any depreciation of the underlying index if the final index
level is less than the barrier level.
? In order to obtain the modified exposure to the underlying index that the securities 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 securities if we and
Citigroup Inc. default on our obligations. All pa ym e nt s on t he se c urit ie 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 securities are fully and unconditionally guaranteed by Citigroup Inc.
U nde rlying inde x :
The Dow Jones Industrial AverageTM (ticker symbol: "INDU")
Aggre ga t e st a t e d
$397,000
princ ipa l a m ount :
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
November 18, 2016
I ssue da t e :
November 28, 2016. See "Supplemental plan of distribution" in this pricing supplement for
additional information.
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V a lua t ion da t e :
November 18, 2022, subject to postponement if such date is not a scheduled trading day or if
certain market disruption events occur
M a t urit y da t e :
November 28, 2022
Pa ym e nt a t m a t urit y:
For each $1,000 stated principal amount security you hold at maturity:
? If the final index level is gre a t e r t ha n or e qua l t o the initial index level:
$1,000 + the upside return amount
? If the final index level is le ss t ha n the initial index level but gre a t e r t ha n or e qua l t o
the barrier level:
$1,000 + the downside return amount
? If the final index level is le ss t ha n the barrier level:
$1,000 × the index performance factor
I f t he fina l inde x le ve l is le ss t ha n t he ba rrie r le ve l, your pa ym e nt a t m a t urit y
w ill be le ss, a nd possibly signific a nt ly le ss, t ha n $ 7 0 0 .0 0 pe r se c urit y. Y ou
should not inve st in t he se c urit ie s unle ss you a re w illing a nd a ble t o be a r t he
risk of losing a signific a nt port ion, a nd up t o a ll, of your inve st m e nt .
I nit ia l inde x le ve l:
18,867.93, the closing level of the underlying index on the pricing date
Fina l inde x le ve l:
The closing level of the underlying index on the valuation date
U pside re t urn a m ount :
$1,000 × the index percent change × the upside participation rate
U pside pa rt ic ipa t ion ra t e : 128.00%
Dow nside re t urn a m ount :
$1,000 × the absolute value of the index percent change
I nde x pe rform a nc e fa c t or: The final index level divided by the initial index level
I nde x pe rc e nt c ha nge :
The final index level minus the initial index level, divided by the initial index level
Ba rrie r le ve l:
13,207.551, 70.00% of the initial index level
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17324CCB0 / US17324CCB00
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)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r
issue pric e :
Pe r se c urit y:
$1,000.00
$32.50
$967.50
T ot a l:
$397,000.00
$12,902.50
$384,097.50
(1) On the date of this pricing supplement, the estimated value of the securities is $941.40 per security, which is less than the issue price. The estimated
value of the securities 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 securities from you at any time after
issuance. See "Valuation of the Securities" in this pricing supplement.
(2) CGMI will receive an underwriting fee of up to $32.50 for each $1,000 security sold in this offering. Selected dealers not affiliated with CGMI and their
financial advisors will collectively receive from CGMI a selling concession of up to $27.50 for each $1,000 security they sell. Selected dealers through whom
we distribute securities may enter into arrangements with other institutions with respect to the distribution of the securities, and those institutions may share
in the commissions, discounts or other compensation received by our selected dealers, may be compensated separately and may also receive commissions
from purchasers for whom they may act as agents. We may also engage other firms to provide marketing or promotional services in connection with the
distribution of the securities. CGMI will also pay certain service providers a fee of up to $5.00 per security in consideration for providing marketing,
education, structuring or referral services with respect to financial advisors or selected dealers. For more information on the distribution of the securities, see
"Supplemental Plan of Distribution" in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from hedging activity
related to this offering, even if the value of the securities declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
I nve st ing in t he se c urit ie 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 (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s
a pprove d or disa pprove d of t he se c urit ie 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 2 -0 5 da t e d Oc t obe r 1 4 , 2 0 1 6 U nde rlying Supple m e nt N o. 5 da t e d Oc t obe r
1 4 , 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 Oc t obe r 1 4 , 2 0 1 6
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T he se c urit ie 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.
Dual Directional Barrier Securities Based on the Dow Jones Industrial AverageTM Due November 28, 2022

Additional Information

The terms of the securities 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 Securities--Certain Additional Terms for Securities 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 securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying product
supplement.

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.

I nve st ors in t he se c urit ie 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
se c urit ie s. See "Summary Risk Factors--Investing in the securities is not equivalent to investing in the underlying index or the
stocks that constitute the underlying index" below.

Dua l Dire c t iona l Ba rrie r Se c urit ie s
Pa ym e nt a t M a t urit y Dia gra m
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The Securities The Underlying Index

Your actual payment at maturity per security 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.

November 2016
PS-2
Citigroup Global Markets Holdings Inc.
Dual Directional Barrier Securities Based on the Dow Jones Industrial AverageTM Due November 28, 2022

Ex a m ple 1 --U pside Sc e na rio A. The hypothetical final index level is 20,754.72 (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 security = $1,000 + the upside return amount
= $1,000 + ($1,000 × the index percent change × the upside participation rate)
= $1,000 + ($1,000 × 10.00% × 128.00%)
= $1,000 + $128.00
= $1,128.00

Because the underlying index appreciated from the initial index level to the hypothetical final index level, your payment at maturity
in this scenario would be equal to the $1,000 stated principal amount per security plus the upside return amount, or $1,128.00 per
security.

Ex a m ple 2 --U pside Sc e na rio B. The hypothetical final index level is 16,981.14 (an approximately 10.00% decrease from the
initial index level), which is le ss t ha n the initial index level but gre a t e r t ha n the barrier level.

Payment at maturity per security = $1,000 + the downside return amount
= $1,000 + ($1,000 × the absolute value of the index percent change)
= $1,000 + ($1,000 × |-10.00%|)
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= $1,000 + $100.00
= $1,100.00

Because the underlying index depreciated from the initial index level to the hypothetical final index level but not by more than
30.00%, your payment at maturity in this scenario would reflect 1-to-1 exposure to the absolute value of the depreciation of the
underlying index.

Ex a m ple 3 --Dow nside Sc e na rio. The hypothetical final index level is 5,660.38 (an approximately 70.00% decrease from the
initial index level), which is le ss t ha n the barrier level.

Payment at maturity per security = $1,000 × the index performance factor
= $1,000 × 30.00% = $300.00

Because the underlying index depreciated from the initial index level to the hypothetical final index level by more than 30.00%, your
payment at maturity in this scenario would reflect 1-to-1 exposure to the negative performance of the underlying index. In this
scenario, the depreciation of the underlying index results in a significant loss, rather than a positive return, on your investment in
the securities.

Summary Risk Factors

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

The following is a summary of certain key risk factors for investors in the securities. You should read this summary together with
the more detailed description of risks relating to an investment in the securities contained in the section "Risk Factors Relating to
the Securities" 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.

?
Y ou m a y lose som e or a ll of your inve st m e nt . Unlike conventional debt securities, the securities do not repay a fixed
amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlying index. If the
final index level is less than the barrier level, the absolute return feature will no longer be available and the payout at maturity
will be at least 30.00% less than the stated principal amount of the securities, and you will lose 1% of the stated principal
amount of the securities for every 1% by which the final index level is less than the initial index level. There is no minimum
payment at maturity on the securities, and you may lose up to all of your investment.

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

November 2016
PS-3
Citigroup Global Markets Holdings Inc.
Dual Directional Barrier Securities Based on the Dow Jones Industrial AverageTM Due November 28, 2022

?
Y our pot e nt ia l for a posit ive re t urn from t he de pre c ia t ion of t he unde rlying inde x is lim it e d. The return
potential of the securities in the event that the final index level is less than the initial index level is limited to 30.00%. Any
decline in the final index level from the initial index level by more than 30.00% will result in a loss, rather than a positive return,
on the securities.

?
I nve st ing in t he se c urit ie 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 November 18, 2016, the average dividend yield
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of the underlying index was approximately 2.51% 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 securities, you would be forgoing an
aggregate yield of approximately 15.06% (assuming no reinvestment of dividends) by investing in the securities 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 securities.

?
Y our pa ym e nt a t m a t urit y de pe nds on t he c losing le ve l of t he unde rlying inde x on a single da y. Because
your payment at maturity depends on the closing level of the underlying index solely on the valuation date, you are subject to
the risk that the closing level of the underlying index on that day may be lower, and possibly significantly lower, than on one or
more other dates during the term of the securities. 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, or if the payment at maturity were based on an average of closing levels
of the underlying index, you might have achieved better returns.

?
T he se c urit ie 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 securities and Citigroup Inc. defaults on its guarantee obligations, you may not
receive anything owed to you under the securities.

?
T he se c urit ie 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 securities will not be listed on any securities exchange. Therefore, there may be little or no secondary
market for the securities. CGMI currently intends to make a secondary market in relation to the securities and to provide an
indicative bid price for the securities on a daily basis. Any indicative bid price for the securities 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 securities 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 securities because it is likely that CGMI will be the only
broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be prepared to hold the
securities until maturity.

?
T he e st im a t e d va lue of t he se c urit ie 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 securities that are included in the issue price. These costs include (i) the selling
concessions and service provider fees paid in connection with the offering of the securities, (ii) hedging and other costs
incurred by us and our affiliates in connection with the offering of the securities 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 securities.
These costs adversely affect the economic terms of the securities because, if they were lower, the economic terms of the
securities would be more favorable to you. The economic terms of the securities are also likely to be adversely affected by the
use of our internal funding rate, rather than our secondary market rate, to price the securities. See "The estimated value of the
securities 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 se c urit ie 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, 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 securities. Moreover, the estimated value of the securities set forth on the cover page of this pricing supplement may differ
from the value that we or our affiliates may determine for the securities for other purposes, including for accounting purposes.
You should not invest in the securities because of the estimated value of the securities. Instead, you should be willing to hold
the securities to maturity irrespective of the initial estimated value.

?
T he e st im a t e d va lue of t he se c urit ie 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 securities 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 securities. 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 securities for purposes of any purchases of the securities 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

November 2016
PS-4
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Citigroup Global Markets Holdings Inc.
Dual Directional Barrier Securities Based on the Dow Jones Industrial AverageTM Due November 28, 2022

funding rate based on factors such as the costs associated with the securities, 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 securities, 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 securities, 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 securities prior to maturity.

?
T he e st im a t e d va lue of t he se c urit ie 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 se c urit ie 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 securities 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 securities 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
securities than if our internal funding rate were used. In addition, any secondary market price for the securities will be reduced
by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities 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 securities will be less than the issue price.

?
T he va lue of t he se c urit ie 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 securities 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 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 securities. You should understand that the value of your securities 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 Securities" in this pricing supplement.

?
Our offe ring of t he se c urit ie 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 securities 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 over the term of the securities 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 securities.

?
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 securities 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 securities. 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 securities. They could also result in substantial returns for us or our affiliates while the value
of the securities 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
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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 se c urit ie 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 securities.

November 2016
PS-5
Citigroup Global Markets Holdings Inc.
Dual Directional Barrier Securities Based on the Dow Jones Industrial AverageTM Due November 28, 2022

?
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 se c urit ie 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 holders of the
securities.

?
T he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he se c urit ie s a re unc le a r. There is no direct legal
authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the
Internal Revenue Service (the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and
the IRS or a court might not agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful
in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities
might be materially and adversely affected. As described below under "United States Federal Tax Considerations," in 2007, the
U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal
income tax treatment of "prepaid forward contracts" and similar instruments. Any Treasury regulations or other guidance
promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in
the securities, including the character and timing of income or loss and the degree, if any, to which income realized by non-
U.S. persons should be subject to withholding tax, possibly with retroactive effect. You should read carefully the discussion
under "United States Federal Tax Considerations" and "Risk Factors Relating to the Securities" in the accompanying product
supplement and "United States Federal Tax Considerations" in this pricing supplement. You should also consult your tax
adviser regarding the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising
under the laws of any state, local or non-U.S. taxing jurisdiction.

Information About the Underlying Index

The Dow Jones Industrial AverageTM is a price-weighted index rather than a market capitalization-weighted index. The Dow Jones
Industrial AverageTM consists of 30 common stocks chosen as representative of the broad market of U.S. industry. It is calculated
and maintained by S&P Dow Jones Indices LLC. The Dow Jones Industrial AverageTM is reported by Bloomberg L.P. under the
ticker symbol "INDU."

"Dow Jones®," "Dow Jones Indexes," and "Dow Jones Industrial AverageTM" are service marks of Dow Jones Trademark Holdings,
LLC and have been licensed to S&P Dow Jones Indices LLC and sublicensed for use for certain purposes by Citigroup Global
Markets Inc. and its affiliates. For more information regarding the license, see "Equity Index Descriptions-- Dow Jones Industrial
AverageTM -- License Agreement" in the accompanying underlying supplement.

Please refer to the section "Equity Index Descriptions--Dow Jones Industrial Average TM" in the accompanying underlying
supplement for important disclosures regarding the underlying index.

Historical Information

The closing level of the underlying index on November 18, 2016 was 18,867.93.

The graph below shows the closing levels of the underlying index for each day such level was available from January 2, 2008 to
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November 18, 2016. We obtained the closing levels from Bloomberg L.P., without independent verification. You should not take the
historical levels of the underlying index as an indication of future performance.

Dow J one s I ndust ria l Ave ra ge TM H ist oric a l Closing Le ve ls
J a nua ry 2 , 2 0 0 8 t o N ove m be r 1 8 , 2 0 1 6
* The red line indicates the barrier level of 13,207.551, equal to 70.00% of the closing level on November 18, 2016.

November 2016
PS-6
Citigroup Global Markets Holdings Inc.
Dual Directional Barrier Securities Based on the Dow Jones Industrial AverageTM Due November 28, 2022

United States Federal Tax Considerations

You should read carefully the discussion under "United States Federal Tax Considerations" and "Risk Factors Relating to the
Securities" in the accompanying product supplement and "Summary Risk Factors" in this pricing supplement.

In the opinion of our counsel, Davis Polk & Wardwell LLP, which is based on current market conditions, a security should be
treated as a prepaid forward contract for U.S. federal income tax purposes. By purchasing a security, you agree (in the absence of
an administrative determination or judicial ruling to the contrary) to this treatment. There is uncertainty regarding this treatment, and
the IRS or a court might not agree with it.

Assuming this treatment of the securities is respected and subject to the discussion in "United States Federal Tax Considerations"
in the accompanying product supplement, the following U.S. federal income tax consequences should result under current law:

·
You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or
exchange.

·
Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to
the difference between the amount realized and your tax basis in the security. Such gain or loss should be long-term
capital gain or loss if you held the security for more than one year.

Subject to the discussion in "United States Federal Tax Considerations" in the accompanying product supplement, if you are a Non-
U.S. Holder (as defined in the accompanying product supplement) of the securities, you generally should not be subject to U.S.
federal withholding or income tax in respect of any amount paid to you with respect to the securities, provided that (i) income in
respect of the securities 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.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require holders of
these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics,
including the character of income or loss with respect to these instruments; whether short-term instruments should be subject to
any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the
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underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals)
realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the
"constructive ownership" regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary
income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any
Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax
consequences of an investment in the securities, including the character and timing of income or loss and the degree, if any, to
which income realized by non-U.S. persons should be subject to withholding tax, possibly with retroactive effect. If withholding tax
applies to the securities, we will not be required to pay any additional amounts with respect to amounts so withheld.

Y ou should re a d t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x Conside ra t ions" in t he a c c om pa nying
produc t supple m e nt . T he pre c e ding disc ussion, w he n re a d in c om bina t ion w it h t ha t se c t ion, c onst it ut e s t he
full opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x c onse que nc e s of ow ning
a nd disposing of t he se c urit ie s.

Y ou should a lso c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S. fe de ra l inc om e a nd e st a t e t a x
c onse que nc e s of a n inve st m e nt in t he se c urit ie s a nd a ny t a x c onse que nc e s a rising unde r t he la w s of a ny
st a t e , loc a l or non -U .S. t a x ing jurisdic t ion.

Supplemental Plan of Distribution

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal
and will receive an underwriting fee of up to $32.50 for each $1,000 security sold in this offering. Selected dealers not affiliated with
CGMI and their financial advisors will collectively receive from CGMI a selling concession of up to $27.50 for each $1,000 security
they sell. Selected dealers through whom we distribute securities may enter into arrangements with other institutions with respect to
the distribution of the securities, and those institutions may share in the commissions, discounts or other compensation received by
our selected dealers, may be compensated separately and may also receive commissions from purchasers for whom they may act
as agents. We may also engage other firms to provide marketing or promotional services in connection with the distribution of the
securities. CGMI will also pay certain service providers a fee of up to $5.00 per security in consideration for providing marketing,
education, structuring or referral services with respect to financial advisors or selected dealers.

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 securities, 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 issue date for the securities is more than three business days after the pricing date, investors who wish to sell the
securities at any

November 2016
PS-7
Citigroup Global Markets Holdings Inc.
Dual Directional Barrier Securities Based on the Dow Jones Industrial AverageTM Due November 28, 2022

time prior to the third business day preceding the 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; Conflicts of Interest" in the accompanying product supplement and "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 securities will be used to hedge our obligations under the securities. We have
hedged our obligations under the securities through CGMI or other of our affiliates. CGMI or such other of our affiliates may profit
from this hedging activity even if the value of the securities declines. This hedging activity could affect the closing level of the
underlying index and, therefore, the value of and your return on the securities. For additional information on the ways in which our
counterparties may hedge our obligations under the securities, see "Use of Proceeds and Hedging" in the accompanying
prospectus.

Valuation of the Securities
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Document Outline

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