Obligation Citi Global Markets 2.2% ( US17324CF505 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17324CF505 ( en USD )

2.2% par an ( paiement semestriel )

28/02/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CF505 en USD 2.2%, échue

1 000 USD

17324CF50

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.

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324CF505, paye un coupon de 2.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2022

424B2 1 dp73366_424b2-258.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
Fe brua ry 2 3 , 2 0 1 7
M e dium -T e rm Se nior N ot e s, Se rie s N
Pric ing Supple m e nt N o. 2 0 1 7 -U SN CH 0 3 7 6
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 Step-Up Coupon Notes Due February 28, 2022
·
The notes mature on February 28, 2022. We have the right to call the notes for mandatory redemption prior to maturity on a
quarterly basis beginning three years after issuance. Unless previously redeemed, the notes pay interest quarterly at a per
annum rate that will increase at pre-set intervals over the term of the notes. Because of our redemption right, there is no
assurance that you will receive interest payments at the higher interest rates stated below.
·
The notes are unsecured senior debt obligations of Citigroup Global Markets Holdings Inc. and are guaranteed by Citigroup Inc.
All pa ym e nt s due 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 .
·
It is important for you to consider the information contained in this pricing supplement together with the information contained
in the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the
extent inconsistent with replaces, the description of the general terms of the notes set forth in the accompanying prospectus
supplement and prospectus.
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.
St a t e d princ ipa l a m ount :
$1,000 per note
Aggre ga t e st a t e d princ ipa l
$2,000,000
a m ount :
Pric ing da t e :
February 23, 2017
Origina l issue da t e :
February 28, 2017
M a t urit y da t e :
February 28, 2022. If the maturity date is not a business day, then the payment required to
be made on the maturity date will be made on the next succeeding business day with the
same force and effect as if it had been made on the maturity date. No additional interest will
accrue as a result of delayed payment.
Pa ym e nt a t m a t urit y:
$1,000 per note plus any accrued and unpaid interest
I nt e re st ra t e pe r a nnum :
From and including the original issue date to but excluding February 28, 2020: 2.20%
From and including February 28, 2020 to but excluding February 28, 2021, unless previously
redeemed: 2.50%
From and including February 28, 2021 to but excluding the maturity date, unless previously
redeemed: 3.00%
I nt e re st pe riod:
The period from and including the original issue date to but excluding the immediately
following interest payment date, and each successive period from and including an interest
payment date to but excluding the next interest payment date
I nt e re st pa ym e nt da t e s:
Quarterly on the 28th day of each February, May, August and November of each year,
commencing May 28, 2017, provided that if any such day is not a business day, the applicable
interest payment will be made on the next succeeding business day. No additional interest will
accrue on that succeeding business day. Interest will be payable to the persons in whose
names the notes are registered at the close of business on the business day preceding each
interest payment date, which we refer to as a regular record date, except that the interest
payment due at maturity or upon earlier redemption will be paid to the persons who hold the
notes on the maturity date or earlier date of redemption, as applicable.
Da y c ount c onve nt ion:
30/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
Re de m pt ion:
Beginning on February 28, 2020, we have the right to call the notes for mandatory
redemption, in whole and not in part, on any redemption date and pay to you 100% of the
principal amount of the notes plus accrued and unpaid interest to but excluding the date of
such redemption. If we decide to redeem the notes, we will give you notice at least five
business days before the redemption date specified in the notice.

So long as the notes are represented by global securities and are held on behalf of The
Depository Trust Company ("DTC"), redemption notices and other notices will be given by
delivery to DTC. If the notes are no longer represented by global securities and are not held
on behalf of DTC, redemption notices and other notices will be published in a leading daily
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newspaper in New York City, which is expected to be The Wall Street Journal.
Re de m pt ion da t e s:
The 28th day of each February, May, August and November, beginning in February 2020,
provided that if any such day is not a business day, the applicable redemption date will be the
next succeeding business day. No additional interest will accrue as a result of such delay in
payment.
Busine ss da y:
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on which
banking institutions are authorized or obligated by law or executive order to close
Busine ss da y c onve nt ion:
Following
CU SI P / I SI N :
17324CF50 / US17324CF505
List ing:
The notes will not be listed on any securities exchange and, accordingly, may have limited or
no liquidity. You should not invest in the notes unless you are willing to hold them to maturity.
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal. See
"General Information--Supplemental information regarding plan of distribution; conflicts of
interest" in this pricing supplement.
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 (3)
pric e :
Pe r not e :
$1,000.00
$10.00
$990.00
T ot a l:
$2,000,000.00
$20,000.00
$1,980,000.00
(1) The issue price for investors purchasing the notes in fee-based advisory accounts will be $990.00 per note, assuming no custodial fee is
charged by a selected dealer, and up to $995.00, assuming the maximum custodial fee is charged by a selected dealer. See "General
Information--Fees and selling concessions" in this pricing supplement.
(2) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the notes, is acting as principal and will receive
an underwriting fee of up to $10.00 for each note sold in this offering (or up to $5.00 for each note sold to fee-based advisory accounts).
Selected dealers not affiliated with CGMI will receive a selling concession of up to $10.00 for each note they sell other than to fee-based
advisory accounts. CGMI will pay selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a variable selling
concession of up to $5.00 for each note they sell to fee-based advisory accounts. The total underwriting fees and proceeds to issuer in the table
above give effect to the actual total underwriting fee. Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related
to this offering, even if the value of the notes declines. You should refer to "Risk Factors" and "General Information--Fees and selling
concessions" in this pricing supplement for more information.
(3) The per note proceeds to Citigroup Global Markets Holdings Inc. indicated above represent the minimum per note proceeds to Citigroup
Global Markets Holdings Inc. for any note, assuming the maximum per note underwriting fee of $10.00. As noted in footnote (2), the underwriting
fee is variable.
I nve st ing in t he not e s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l fix e d
ra t e de bt se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge PS-2 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he not e s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying prospe c t us
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
You should read this pricing supplement together with the accompanying prospectus supplement and prospectus, each of
which can be accessed via the following hyperlink:
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d 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 Step-Up Coupon Notes Due February 28, 2022
Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the notes. You should read the risk factors below
together with 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. We also urge you to consult
your investment, legal, tax, accounting and other advisers in connection with your investment in the notes.

T he not e s m a y be re de e m e d a t our opt ion, w hic h lim it s your a bilit y t o a c c rue int e re st ove r t he full t e rm
of t he not e s. We may redeem the notes, in whole but not in part, on any redemption date beginning three years after the
date of issuance of the notes, upon not less than five business days' notice. In the event that we redeem the notes, you will
receive the principal amount of the notes and any accrued and unpaid interest to but excluding the applicable redemption date.
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In this case, you will not have the opportunity to continue to accrue and be paid interest to the maturity date of the notes.

M a rk e t int e re st ra t e s a t a pa rt ic ula r t im e w ill a ffe c t our de c ision t o re de e m t he not e s. It is more likely that
we will call the notes for mandatory redemption prior to their maturity date at a time when the interest rate on the notes is
greater than that which we would pay on a comparable debt security of ours (guaranteed by Citigroup Inc.) with a maturity
comparable to the remaining term of the notes. Consequently, if we redeem the notes prior to their maturity, you may not be
able to invest in other securities with a similar level of risk that yield as much interest as the notes.

T he st e p -up fe a t ure pre se nt s diffe re nt inve st m e nt c onside ra t ions t ha n c onve nt iona l fix e d -ra t e not e s.
Unless general market interest rates rise significantly, you should not expect to earn the higher stated interest rates, which are
applicable only after the third year of the term of the notes, because the notes are more likely to be redeemed prior to maturity
if general market interest rates remain the same or fall during the term of the notes. When determining whether to invest in the
notes, you should consider, among other things, the overall annual percentage rate of interest to maturity or the various
potential redemption dates as compared to other equivalent investment alternatives rather than the higher stated interest rates
or any potential interest payments you may receive after the third year following the issuance of the notes. If general market
interest rates increase beyond the rates provided by the notes during the term of the notes, we are less likely to redeem the
notes, and if we do not redeem the notes investors will be holding notes that bear interest at below-market rates.

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 ., a nd
a ny a c t ua l or pe rc e ive d c ha nge s t o t he c re dit w ort hine ss of e it he r e nt it y m a y a dve rse ly a ffe c t t he va lue
of t he not e s. You are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup
Global Markets Holdings Inc. defaults on its obligations under the notes and Citigroup Inc. defaults on its guarantee obligations,
your investment would be at risk and you could lose some or all of your investment. As a result, the value of the notes will be
affected by changes in the market's view of the creditworthiness of Citigroup Global Markets Holdings Inc. or Citigroup Inc. Any
decline or anticipated decline in the credit ratings of either entity, or any increase or anticipated increase in the credit spreads
of either entity, is likely to adversely affect the value of the notes.

T he not e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o
m a t urit y. The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for
the notes. CGMI currently intends to make a secondary market in relation to the notes and to provide an indicative bid price for
the notes on a daily basis. Any indicative bid price for the notes provided by CGMI will be determined in CGMI's sole
discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI
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.

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 "General Information--Temporary adjustment period" in this pricing supplement.

Se c onda ry m a rk e t sa le s of t he not e s 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 or redemption. If you are able to sell your notes in the secondary market prior to maturity
or redemption, you are likely to receive less than the stated principal amount of the notes.

T he inc lusion of unde rw rit ing fe e s a nd proje c t e d profit from he dging in t he issue pric e is lik e ly t o
a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no changes in market conditions or other relevant factors, the
price, if any, at which CGMI may be willing to purchase the notes in secondary market transactions will likely be lower than the
issue price since the issue price of the notes includes, and secondary market prices are likely to exclude, underwriting fees
paid with respect to the notes, as well as the cost of hedging our obligations under the notes. The cost of hedging includes the
projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging
transactions. The secondary market prices for the notes are also likely to be reduced by the costs of unwinding the related
hedging transactions. Our affiliates may realize a profit from hedging activity even if the value of the notes declines. In addition,
any secondary market prices for the notes may differ from values determined by pricing models used by CGMI, as a result of
dealer discounts, mark-ups or other transaction costs.

February 2017
PS-2
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Citigroup Global Markets Holdings Inc.
Callable Step-Up Coupon Notes Due February 28, 2022

T he pric e a t w hic h you m a y be a ble t o se ll your not e s prior t o m a t urit y w ill de pe nd on a num be r of
fa c t ors a nd m a y be subst a nt ia lly le ss t ha n t he a m ount you origina lly inve st . A number of factors will influence
the value of the notes in any secondary market that may develop and the price at which CGMI may be willing to purchase the
notes in any such secondary market, including: interest rates in the market and the volatility of such rates, the time remaining
to maturity of the notes, hedging activities by our affiliates, fees and projected hedging fees and profits, expectations about
whether we are likely to redeem the notes and any actual or anticipated changes in the credit ratings, financial condition and
results of either Citigroup Global Markets Holdings Inc. or Citigroup Inc. The value of the notes will vary and is likely to be less
than the issue price at any time prior to maturity or redemption, and sale of the notes prior to maturity or redemption may result
in a loss.

Ge ne ra l I nform a t ion
T e m pora ry a djust m e nt
For a period of approximately four months following issuance of the notes, the price, if any, at
pe riod:
which CGMI would be willing to buy the notes from investors, and the value that will be indicated
for the notes on any brokerage account statements prepared by CGMI or its affiliates (which
value CGMI may also publish through one or more financial information vendors), will reflect a
temporary upward adjustment from the price or value that would otherwise be determined. This
temporary upward adjustment represents a portion of the hedging profit expected to be realized
by CGMI or its affiliates over the term of the notes. The amount of this temporary upward
adjustment will decline to zero on a straight-line basis over the four-month temporary
adjustment period. However, CGMI is not obligated to buy the notes from investors at any
time. See "Risk Factors--The notes will not be listed on any securities exchange and you may
not be able to sell them prior to maturity."
U .S. fe de ra l inc om e t a x
The notes will be treated for U.S. federal income tax purposes as fixed rate debt instruments
c onside ra t ions:
that are issued without original issue discount. See "United States Federal Tax Considerations--
Tax Consequences to U.S. Holders--Original Issue Discount" in the accompanying prospectus
supplement for further information regarding the treatment under the original issue discount rules
of debt instruments that are subject to early redemption.

Both U.S. and non-U.S. persons considering an investment in the notes should read the
discussion under "United States Federal Tax Considerations," and in particular the sections
entitled "United States Federal Tax Considerations--Tax Consequences to U.S. Holders," "--Tax
Consequences to Non-U.S. Holders" and "--FATCA" in the accompanying prospectus
supplement for more information.

T rust e e :
The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will serve as
trustee for the notes.
U se of proc e e ds a nd
The net proceeds received from the sale of the notes will be used for general corporate
he dging:
purposes and, in part, in connection with hedging our obligations under the notes through one
or more of our affiliates.

Hedging activities related to the notes by one or more of our affiliates involved trading in one or
more instruments, such as options, swaps and/or futures, and/or taking positions in any other
available securities or instruments that we may wish to use in connection with such hedging and
may include adjustments to such positions during the term of the notes. It is possible that our
affiliates may profit from this hedging activity, even if the value of the notes declines. Profit or
loss from this hedging activity could affect the price at which Citigroup Global Markets Holdings
Inc.'s affiliate, CGMI, may be willing to purchase your notes in the secondary market. For further
information on our use of proceeds and hedging, see "Use of Proceeds and Hedging" in the
accompanying prospectus.

ERI SA a nd I RA purc ha se
Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus
c onside ra t ions:
supplement for important information for investors that are ERISA or other benefit plans or
whose underlying assets include assets of such plans.
Fe e s a nd se lling
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of
c onc e ssions:
the notes, is acting as principal and will receive an underwriting fee of up to $10.00 for each
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note sold in this offering (or up to $5.00 for each note sold to fee-based advisory accounts). The
actual underwriting fee will be equal to $10.00 for each note sold by CGMI directly to the public
and will otherwise be equal to the selling concession provided to selected dealers, as described
in this paragraph. CGMI will pay selected dealers not affiliated with CGMI a selling concession
of up to $10.00 for each note they sell to accounts other than fee-based advisory accounts.
CGMI will pay selected dealers not affiliated with CGMI, which may include dealers acting as
custodians, a variable selling concession of up to $5.00 for each note they sell to fee-based
advisory accounts.

February 2017
PS-3
Citigroup Global Markets Holdings Inc.
Callable Step-Up Coupon Notes Due February 28, 2022

Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related to
this offering, even if the value of the notes declines. You should refer to "Risk Factors" above
and the section "Use of Proceeds and Hedging" in the accompanying prospectus.
Supple m e nt a l inform a t ion
The terms and conditions set forth in the Global Selling Agency Agreement dated March 8, 2016
re ga rding pla n of
among Citigroup Global Markets Holdings Inc., Citigroup Inc. and the agents named therein,
dist ribut ion; c onflic t s of
including CGMI, govern the sale and purchase of the notes.
int e re st :

The notes will not be listed on any securities exchange.

In order to hedge its obligations under the notes, Citigroup Global Markets Holdings Inc. has
entered into one or more swaps or other derivatives transactions with one or more of its
affiliates. You should refer to the section "General Information--Use of proceeds and hedging"
in this pricing supplement and the section "Use of Proceeds and Hedging" in the accompanying
prospectus.

CGMI is an affiliate of Citigroup Global Markets Holdings Inc. Accordingly, the offering of the
notes will conform with the requirements addressing conflicts of interest when distributing the
securities of an affiliate set forth in Rule 5121 of the Conduct Rules of the Financial Industry
Regulatory Authority, Inc. Client accounts over which Citigroup Inc., its subsidiaries or affiliates
of its subsidiaries have investment discretion are not permitted to purchase the notes, either
directly or indirectly, without the prior written consent of the client. See "Plan of Distribution;
Conflicts of Interest" in the accompanying prospectus supplement for more information.
Pa ying a ge nt :
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security
representing the notes as custodian for The Depository Trust Company ("DTC").
Cont a c t :
Clients may contact their local brokerage representative. Third party distributors may contact Citi
Structured Investment Sales at (212) 723-7005.

We encourage you to also read the accompanying prospectus supplement and prospectus, which can be accessed via the
hyperlink on the cover page of this pricing supplement.

Determination of Interest Payments

On each interest payment date, the amount of each interest payment will equal (i) the stated principal amount of the notes
multiplied by the interest rate in effect during the applicable interest period divided by (ii) 4.

Certain Selling Restrictions

Hong Kong Special Administrative Region

The contents of this pricing supplement and the accompanying prospectus supplement and prospectus have not been reviewed by
any regulatory authority in the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"). Investors
are advised to exercise caution in relation to the offer. If investors are in any doubt about any of the contents of this pricing
supplement and the accompanying prospectus supplement and prospectus, they should obtain independent professional advice.
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The notes have not been offered or sold and will not be offered or sold in Hong Kong by means of any document, other than

(i)
to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or

(ii)
to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the
"Securities and Futures Ordinance") and any rules made under that Ordinance; or

(iii)
in other circumstances which do not result in the document being a "prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that
Ordinance; and

There is no advertisement, invitation or document relating to the notes which is directed at, or the contents of which are likely to be
accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with
respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional
investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits and are not
covered by the Hong Kong Deposit Protection Scheme.

Singapore

This pricing supplement and the accompanying prospectus supplement and prospectus have not been registered as a prospectus
with the Monetary Authority of Singapore, and the notes will be offered pursuant to exemptions under the Securities and Futures
Act, Chapter 289 of Singapore (the "Securities and Futures Act"). Accordingly, the notes may not be offered or sold or made the
subject of

February 2017
PS-4
Citigroup Global Markets Holdings Inc.
Callable Step-Up Coupon Notes Due February 28, 2022
an invitation for subscription or purchase nor may this pricing supplement or any other document or material in connection with the
offer or sale or invitation for subscription or purchase of any notes be circulated or distributed, whether directly or indirectly, to any
person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a
relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of the
Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c)
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.
Where the notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is:

(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the
sole business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or

(b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary is an individual who is an accredited investor, securities (as defined in Section 239(1) of the Securities
and Futures Act) of that corporation or the beneficiaries' rights and interests (howsoever described) in that trust
shall not be transferable for 6 months after that corporation or that trust has acquired the relevant securities
pursuant to an offer under Section 275 of the Securities and Futures Act except:

(i)
to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures
Act or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the
Securities and Futures Act; or

(ii)
where no consideration is or will be given for the transfer; or

(iii)
where the transfer is by operation of law; or

(iv)
pursuant to Section 276(7) of the Securities and Futures Act; or

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(v)
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005 of Singapore.

Any notes referred to herein may not be registered with any regulator, regulatory body or similar organization or institution in any
jurisdiction.

The notes are Specified Investment Products (as defined in the Notice on Recommendations on Investment Products and Notice
on the Sale of Investment Product issued by the Monetary Authority of Singapore on 28 July 2011) that is neither listed nor quoted
on a securities market or a futures market.

Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits. These notes
are not insured products subject to the provisions of the Deposit Insurance and Policy Owners' Protection Schemes Act 2011 of
Singapore and are not eligible for deposit insurance coverage under the Deposit Insurance Scheme.

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as special products counsel to Citigroup Global Markets Holdings Inc., when the
notes offered by this pricing supplement have been executed and issued by Citigroup Global Markets Holdings Inc. and
authenticated by the trustee pursuant to the indenture, and delivered against payment therefor, such notes and the related
guarantee of Citigroup Inc. will be valid and binding obligations of Citigroup Global Markets Holdings Inc. and Citigroup Inc.,
respectively, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the
effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This
opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York, except that such
counsel expresses no opinion as to the application of state securities or Blue Sky laws to the notes.

In giving this opinion, Davis Polk & Wardwell LLP has assumed the legal conclusions expressed in the opinions set forth below of
Scott L. Flood, General Counsel and Secretary of Citigroup Global Markets Holdings Inc., and Barbara Politi, Assistant General
Counsel--Capital Markets of Citigroup Inc. In addition, this opinion is subject to the assumptions set forth in the letter of Davis Polk
& Wardwell LLP dated October 14, 2016, which has been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc.
on October 14, 2016, that the indenture has been duly authorized, executed and delivered by, and is a valid, binding and
enforceable agreement of, the trustee and that none of the terms of the notes nor the issuance and delivery of the notes and the
related guarantee, nor the compliance by Citigroup Global Markets Holdings Inc. and Citigroup Inc. with the terms of the notes and
the related guarantee respectively, will result in a violation of any provision of any instrument or agreement then binding upon
Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable, or any restriction imposed by any court or governmental
body having jurisdiction over Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable.

In the opinion of Scott L. Flood, Secretary and General Counsel of Citigroup Global Markets Holdings Inc., (i) the terms of the notes
offered by this pricing supplement have been duly established under the indenture and the Board of Directors (or a duly authorized
committee thereof) of Citigroup Global Markets Holdings Inc. has duly authorized the issuance and sale of such notes and such
authorization has not been modified or rescinded; (ii) Citigroup Global Markets Holdings Inc. is validly existing and in good standing

February 2017
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Citigroup Global Markets Holdings Inc.
Callable Step-Up Coupon Notes Due February 28, 2022
under the laws of the State of New York; (iii) the indenture has been duly authorized, executed and delivered by Citigroup Global
Markets Holdings Inc.; and (iv) the execution and delivery of such indenture and of the notes offered by this pricing supplement by
Citigroup Global Markets Holdings Inc., and the performance by Citigroup Global Markets Holdings Inc. of its obligations
thereunder, are within its corporate powers and do not contravene its certificate of incorporation or bylaws or other constitutive
documents. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York.

Scott L. Flood, or other internal attorneys with whom he has consulted, has examined and is familiar with originals, or copies
certified or otherwise identified to his satisfaction, of such corporate records of Citigroup Global Markets Holdings Inc., certificates
or documents as he has deemed appropriate as a basis for the opinions expressed above. In such examination, he or such
persons has assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of officers of
Citigroup Global Markets Holdings Inc.), the authenticity of all documents submitted to him or such persons as originals, the
conformity to original documents of all documents submitted to him or such persons as certified or photostatic copies and the
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authenticity of the originals of such copies.

In the opinion of Barbara Politi, Assistant General Counsel--Capital Markets of Citigroup Inc., (i) the Board of Directors (or a duly
authorized committee thereof) of Citigroup Inc. has duly authorized the guarantee of such notes by Citigroup Inc. and such
authorization has not been modified or rescinded; (ii) Citigroup Inc. is validly existing and in good standing under the laws of the
State of Delaware; (iii) the indenture has been duly authorized, executed and delivered by Citigroup Inc.; and (iv) the execution and
delivery of such indenture, and the performance by Citigroup Inc. of its obligations thereunder, are within its corporate powers and
do not contravene its certificate of incorporation or bylaws or other constitutive documents. This opinion is given as of the date of
this pricing supplement and is limited to the General Corporation Law of the State of Delaware.

Barbara Politi, or other internal attorneys with whom she has consulted, has examined and is familiar with originals, or copies
certified or otherwise identified to her satisfaction, of such corporate records of Citigroup Inc., certificates or documents as she has
deemed appropriate as a basis for the opinions expressed above. In such examination, she or such persons has assumed the legal
capacity of all natural persons, the genuineness of all signatures (other than those of officers of Citigroup Inc.), the authenticity of all
documents submitted to her or such persons as originals, the conformity to original documents of all documents submitted to her or
such persons as certified or photostatic copies and the authenticity of the originals of such copies.

Additional Information

We reserve the right to withdraw, cancel or modify any offering of the notes and to reject orders in whole or in part prior to their
issuance.

© 2017 Citigroup Global Markets Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of
Citigroup Inc. or its affiliates and are used and registered throughout the world.

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Document Outline

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