Obligation Citi Global Markets 6% ( US17324CD526 ) en USD

Citi Global Markets

91.381 % ⇌

Etas-Unis

US17324CD526 ( en USD )

6% par an ( paiement semestriel )

09/12/2036

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CD526 en USD 6%, échéance 09/12/2036

1 000 USD

17324CD52

N/A

09/06/2025 ( Dans 30 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 US17324CD526, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/12/2036

424B2 1 dp71010_424b2-1637.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
$1,750,000
$202.83

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

(2)
Pursuant to Rule 457(p) under the Securities Act, the $34,279.09 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 $202.83 is offset against the registration fee due for this offering and of which $34,076.26 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 December 8, 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.

De c e m be r 6 , 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 2 5 9
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
Callable Dual Range Accrual Notes Linked to 6-Month U.S. Dollar LIBOR and the Russell 2000® Index Due
December 9, 2036
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 6-month U.S. Dollar LIBOR (the "underlying rate")
and the Russell 2000® Index (the "underlying index") on each elapsed day during the accrual period preceding that coupon payment date.
Investors in the notes will therefore be subject to risks associated with both the underlying rate and the underlying index and may be
negatively affected by adverse movements in either regardless of the performance of the other.
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 senior 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 :
6-month U.S. Dollar LIBOR
U nde rlying inde x :
Russell 2000® Index
Aggre ga t e st a t e d
$1,750,000
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 :
December 6, 2016
I ssue da t e :
December 9, 2016
M a t urit y da t e :
Unless earlier redeemed, December 9, 2036
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 variable
c oupon pa ym e nt s:
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
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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 December 9, 2023: 6.00% per annum
From and including December 9, 2023 to but excluding December 9, 2030: 7.00% per annum
From and including December 9, 2030 to but excluding the maturity date: 8.00% per annum
Coupon pa ym e nt da t e s:
The 9th day of each March, June, September and December, beginning on March 9, 2017
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 6.00%, inclusive
I nde x a c c rua l ba rrie r le ve l:
1,014.501, 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 December 9, 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 :
17324CD52 / US17324CD526
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(2)
pric e :
Pe r not e :
$1,000
$30
$970
T ot a l:
$1,750,000.00
$48,749.75
$1,701,250.25
(1) On the date of this pricing supplement, the estimated value of the notes is $922.10 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 will receive an underwriting fee of up to $30.00 for each $1,000 note sold in this offering. The per note proceeds to issuer above represents the
minimum per note proceeds to issuer, assuming the maximum per note underwriting fee. The total underwriting fees and proceeds to issuer in the table
above give effect to the actual underwriting fee. For more information on the distribution of the notes, 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 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 .
Y ou should re a d t his pric ing supple m e nt t oge t he r w it h t he follow ing doc um e nt s, w hic h c a n be a c c e sse d via t he
follow ing hype rlink s:
Produc t Supple m e nt N o. I E -0 6 -0 4 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
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.
Callable Dual Range Accrual Notes Linked to 6-Month U.S. Dollar LIBOR and the Russell 2000® Index Due
December 9, 2036
Additional Information

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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 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 6.00% 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
0.07%
$0.17
10
0.67%
$1.67
15
1.00%
$2.50
20
1.33%
$3.33
25
1.67%
$4.17
30
2.00%
$5.00
35
2.33%
$5.83
40
2.67%
$6.67
45
3.00%
$7.50
50
3.33%
$8.33
55
3.67%
$9.17
60
4.00%
$10.00
65
4.33%
$10.83
70
4.67%
$11.67
75
5.00%
$12.50
80
5.33%
$13.33
85
5.67%
$14.17
90
6.00%
$15.00
* 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 6.00% 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

December 2016
PS-2
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Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 6-Month U.S. Dollar LIBOR and the Russell 2000® Index Due
December 9, 2036
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 6.00% 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 3.00%
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 (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.

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
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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 invest, and because an investment in the notes represents a forgone opportunity to invest in an alternative asset that does

December 2016
PS-3
Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 6-Month U.S. Dollar LIBOR and the Russell 2000® Index Due
December 9, 2036
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 (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 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 20-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
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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 offering of the notes, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the notes and

December 2016
PS-4
Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 6-Month U.S. Dollar LIBOR and the Russell 2000® Index Due
December 9, 2036
(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 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
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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
about future levels of the underlying rate, general economic conditions in the United States, prevailing market interest rates and the

December 2016
PS-5
Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 6-Month U.S. Dollar LIBOR and the Russell 2000® Index Due
December 9, 2036
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 se c urit ie s w ill be subje c t t o risk s a ssoc ia t e d w it h sm a ll c a pit a liza t ion st oc k s. The stocks that constitute the
underlying index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be more
volatile than stock prices of large capitalization companies. These companies tend to be less well-established than large market
capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive
conditions relative to larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of
a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.

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
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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. Russell Investment Group (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.

December 2016
PS-6
Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 6-Month U.S. Dollar LIBOR and the Russell 2000® Index Due
December 9, 2036
Information About the Underlying Rate

6-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 six months, in marketable size, in the London interbank market.

For information about how 6-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.

Historical Information

The underlying rate was 1.29322% on December 6, 2016. The graph below shows the underlying rate for each day it was available from
January 3, 2006 to December 6, 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 6 -M ont h U .S. Dolla r LI BOR
J a nua ry 3 , 2 0 0 6 t o De c e m be r 6 , 2 0 1 6
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December 2016
PS-7
Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 6-Month U.S. Dollar LIBOR and the Russell 2000® Index Due
December 9, 2036
Information About the Underlying Index

The Russell 2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity market. All stocks included
in the Russell 2000® Index are traded on a major U.S. exchange. It is calculated and maintained by Russell Investments, a subsidiary of Russell
Investment Group. The Russell 2000® Index is reported by Bloomberg L.P. under the ticker symbol "RTY."

"Russell 2000® Index" is a trademark of Russell Investment Group and has been licensed for use by Citigroup Inc. and its affiliates. For more
information, see "Equity Index Descriptions--The Russell Indices--License Agreement" in the accompanying underlying supplement.

Please refer to the sections "Risk Factors" and "Equity Index Descriptions--The Russell Indices-- The Russell 2000 ® Index" in the
accompanying underlying supplement for important disclosures regarding the Russell 2000® Index, including certain risks that are associated
with an investment linked to the Russell 2000® Index.

Historical Information

The closing level of the underlying index on December 6, 2016 was 1,352.668.

The graph below shows the closing level of the underlying index for each day such level was available from January 3, 2006 to December 6,
2016. We obtained the closing levels from Bloomberg L.P., without independent verification. You should not take the historical closing levels of
the underlying index as an indication of future performance.

Russe ll 2 0 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 De c e m be r 6 , 2 0 1 6
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December 2016
PS-8
Citigroup Global Markets Holdings Inc.
Callable Dual Range Accrual Notes Linked to 6-Month U.S. Dollar LIBOR and the Russell 2000® Index Due
December 9, 2036
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 4.570%, compounded quarterly,
and that the projected payment schedule with respect to a note consists of the following payments:

March 9, 2017
$14.492
March 9, 2022
$12.077
March 9, 2027
$11.272
March 9, 2032
$9.662
June 9, 2017
$14.372
June 9, 2022
$11.956
June 9, 2027
$11.131
June 9, 2032
$9.500
September 9, 2017
$14.251
September 9, 2022
$11.835
September 9, 2027
$10.990
September 9, 2032
$9.339
December 9, 2017
$14.130
December 9, 2022
$11.715
December 9, 2027
$10.849
December 9, 2032
$9.178
March 9, 2018
$14.009
March 9, 2023
$11.594
March 9, 2028
$10.708
March 9, 2033
$9.017
June 9, 2018
$13.888
June 9, 2023
$11.473
June 9, 2028
$10.567
June 9, 2033
$8.856
September 9, 2018
$13.768
September 9, 2023
$11.352
September 9, 2028
$10.426
September 9, 2033
$8.695
December 9, 2018
$13.647
December 9, 2023
$11.232
December 9, 2028
$10.285
December 9, 2033
$8.534
March 9, 2019
$13.526
March 9, 2024
$12.963
March 9, 2029
$10.145
March 9, 2034
$8.373
June 9, 2019
$13.405
June 9, 2024
$12.822
June 9, 2029
$10.004
June 9, 2034
$8.212
September 9, 2019
$13.285
September 9, 2024
$12.681
September 9, 2029
$9.863
September 9, 2034
$8.051
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Document Outline

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