Obligation Citi Global Markets 0.65% ( US17324CKB18 ) en USD

Citi Global Markets

97.75 % ▲

Etas-Unis

US17324CKB18 ( en USD )

0.65% par an ( paiement semestriel )

06/07/2027

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CKB18 en USD 0.65%, échéance 06/07/2027

1 000 USD

15 000 000 USD

17324CKB1

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

06/07/2025 ( Dans 57 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 US17324CKB18, paye un coupon de 0.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/07/2027

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324CKB18, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324CKB18, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp78059_424b2-961.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
J une 3 0 , 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 5 9 1
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -2 1 6 3 7 2 a nd
3 3 3 -2 1 6 3 7 2 -0 1
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due July 6, 2027
The notes will bear interest during each quarterly interest period (i) during the first three years: at a fixed rate of 4.25% per annum and (ii) after the third year
until maturity: at a floating rate based on the 10-year Constant Maturity Swap Rate ("CMS10") on the interest determination date for that interest period plus
a spread of 0.00% per annum, as described below, subject to the minimum interest rate of 0.00% per annum. CMS10 is one market-accepted indicator of
medium-to-longer term interest rates. The notes are designed for investors who seek fixed interest payments for the first three years of the term of the notes
and floating interest payments linked to CMS10 thereafter. The notes are senior unsecured debt obligations of Citigroup Global Markets Holdings Inc. and
are guaranteed by Citigroup Inc. All payments due on the notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
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.
Aggre ga t e st a t e d princ ipa l
$15,000,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
June 30, 2017
I ssue da t e :
July 6, 2017
M a t urit y da t e :
July 6, 2027. 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 accrued and unpaid interest
I nt e re st :
· During each interest period from and including the issue date to but excluding July 6, 2020, the notes will
bear interest at a fixed rate of 4.25% per annum
· During each interest period commencing on or after July 6, 2020, the notes will bear interest at a floating rate
equal to CMS10, as determined on the interest determination date for that interest period plus a spread of
0.00% per annum, subject to a minimum interest rate of 0.00% per annum.
The amount of interest you receive on each interest payment date for each note you hold will be equal to (i)
$1,000 times the applicable interest rate per annum divided by (ii) 4.
Aft e r t he first t hre e ye a rs of t he t e rm of t he not e s, int e re st pa ym e nt s w ill va ry ba se d on
fluc t ua t ions in t he CM S1 0 , subje c t t o t he m inim um int e re st ra t e spe c ifie d a bove . Aft e r t he
first t hre e ye a rs, t he not e s m a y pa y a be low -m a rk e t ra t e or no int e re st a t a ll for a n
e x t e nde d pe riod of t im e , or e ve n t hroughout t he e nt ire re m a ining t e rm .
CM S1 0 :
On any interest determination date, the 10-year Constant Maturity Swap Rate, as published on Reuters page
"ICESWAP1" at 11:00 a.m. (New York City time) on that date of determination. See "General Information--
Determination of CMS10" and "--Discontinuance of CMS10" below for further information.
I nt e re st de t e rm ina t ion da t e :
For any interest period commencing on or after July 6, 2020, the second U.S. government securities business
day prior to the first day of that interest period.
U .S. gove rnm e nt se c urit ie s
Any day that is not a Saturday, a Sunday or a day on which The Securities Industry and Financial Markets
busine ss da y:
Association's U.S. holiday schedule recommends that the fixed income departments of its members be closed for
the entire day for purposes of trading in U.S. government securities.
I nt e re st pe riod:
Each three-month period from and including an interest payment date (or the issue date, in the case of the first
interest period) to but excluding the next interest payment date
I nt e re st pa ym e nt da t e s:
Interest on the notes is payable quarterly on the 6th day of each January, April, July and October, beginning on
October 6, 2017 and ending on the maturity date. If any interest payment date is not a business day, then the
payment required to be made on that interest payment date will be made on the next succeeding business day
with the same force and effect as if it had been made on that interest payment date. No additional interest will
accrue as a result of delayed payment.
Da y c ount c onve nt ion:
30/360 Unadjusted
CU SI P / I SI N :
17324CKB1 / US17324CKB18
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 pric e :
I ssue pric e (1)(2)
U nde rw rit ing fe e (3)
Proc e e ds t o issue r
Pe r not e :
$1,000.00
$10.00
$987.50

$2.50(4)

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T ot a l:
$15,000,000.00
$187,500.00
$14,812,500.00
(1) On the date of this pricing supplement, the estimated value of the notes is $[977.50] 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) The issue price for investors purchasing the notes in fee-based advisory accounts will be $987.50 per note, assuming no custodial fee is charged by a
selected dealer, and up to $992.50 per note, assuming the maximum custodial fee is charged by a selected dealer.
(3) CGMI will receive an underwriting fee of $12.50 for each $1,000 note sold in this offering (or up to $5.00 per note in the case of sales to fee-based
advisory accounts). Morgan Stanley Wealth Management and its financial advisors will collectively receive from CGMI a fixed selling concession of $10.00
for each $1,000 note sold by Morgan Stanley Wealth Management. Other selected dealers will receive a fixed selling concession of $12.50 per note for
notes sold to accounts other than fee-based advisory accounts and a variable selling concession of up to $5.00 per note for sales to fee-based advisory
accounts. See "General Information--Fees and selling concessions" in this pricing supplement. Additionally, it is possible that CGMI and its affiliates may
profit from hedging activity related to this offering, even if the value of the notes declines. See "Use of Proceeds and Hedging" in the accompanying
prospectus.
(4) Reflects a structuring fee payable to Morgan Stanley Wealth Management by CGMI of $2.50 for each note sold by Morgan Stanley Wealth
Management.
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 .
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, which may be accessed via the hyperlink below.
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d April 7 , 2 0 1 7
T he not e s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny
ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due July 6, 2027

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.

·
Aft e r t he first t hre e ye a rs, t he not e s w ill pa y int e re st a t a floa t ing ra t e t ha t m a y be a s low a s 0 .0 0 % on
one or m ore int e re st pa ym e nt da t e s. The rate at which the notes will bear interest during each quarterly interest period
after the first three years will depend on CMS10 on the interest determination date for that interest period. As a result, the
interest payable on the notes will vary with fluctuations in CMS10, subject to the minimum interest rate of 0.00% per annum. It
is impossible to predict whether CMS10 will rise or fall or the amount of interest payable on the notes. After the first three
years, you may receive no interest for extended periods of time or even throughout the remaining term of the notes.

·
An inve st m e nt in t he not e s m a y be m ore risk y t ha n a n inve st m e nt in not e s w it h a short e r t e rm . The notes
have a term of ten years. By purchasing notes with a longer term, you will bear greater exposure to fluctuations in market
interest rates than if you purchased a note with a shorter term. In particular, if the level of CMS10 does not increase from its
current level, you may be holding a long-dated security that pays an interest rate that is less than that which would be payable
on a conventional fixed-rate, non-callable debt security of Citigroup Inc. of comparable maturity. In addition, if you tried to sell
your notes at such time, the value of your notes in any secondary market transaction would also be adversely affected.

·
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.
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·
Y ou w ill be e nt it le d t o re c e ive t he full princ ipa l a m ount of your not e s, 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 ., only if you hold t he not e s t o m a t urit y. Because
the value of the notes may fluctuate, if you are able to sell your notes in the secondary market prior to maturity, you may
receive less than the stated principal amount.

·
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.

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

·
T he e st im a t e d va lue of t he not e s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing m ode ls.
CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In
doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of CMS10 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

June 2017
PS-2
Citigroup Global Markets Holdings Inc.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due July 6, 2027

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 rate at which interest is payable on the notes.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines
our secondary market rate based on the market price of traded instruments referencing the debt obligations of Citigroup Inc.,
our parent company and the guarantor of all payments due on the notes, but subject to adjustments that CGMI makes in its
sole discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather
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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 CMS10, interest and yield rates in the market
generally, the time remaining to maturity of the notes and our and Citigroup Inc.'s creditworthiness, as reflected in our
secondary market rate. Changes in the level of CMS10 may not result in a comparable change in the value of your notes. You
should understand that the value of your notes at any time prior to maturity may be significantly less than the issue price.

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

·
Our offe ring of t he not e s doe s not c onst it ut e a re c om m e nda t ion t o inve st in a n inst rum e nt link e d t o
CM S1 0 . You should not take our offering of the notes as an expression of our views about how CMS10 will perform in the
future or as a recommendation to invest in any instrument linked to CMS10, including the notes. As we are part of a global
financial institution, our affiliates may, and often do, have positions (including short positions), and may publish research or
express opinions, that in each case conflict with an investment in the notes. You should undertake an independent
determination of whether an investment in the notes is suitable for you in light of your specific investment objectives, risk
tolerance and financial resources.

·
T he w a y CM S1 0 is c a lc ula t e d m a y c ha nge in t he fut ure , w hic h c ould a dve rse ly a ffe c t t he va lue of t he
not e s. The publisher of CMS10 may change the method by which it calculates CMS10. Changes in the way CMS10 is
calculated could reduce the level of CMS10, which could reduce the amount of one or more interest payments to you and the
value of your notes.

·
H e dging a nd ot he r t ra ding a c t ivit ie s by our a ffilia t e s m a y a ffe c t t he de t e rm ina t ion of CM S1 0 . CMS rates
are determined based on tradable quotes for U.S. dollar fixed-for-floating interest rate swaps of the relevant maturities sourced
from electronic trading venues. Our affiliates may engage in trading activities on these electronic trading venues, in order to
hedge our obligations under the notes, as part of their general business activities or otherwise. These trading activities could
affect the level of CMS10 in a way that has a negative effect on the interest rate payable under the notes. They could also
result in substantial returns for our affiliates while the value of the notes declines. In engaging in these trading activities, our
affiliates will have no obligation to consider your interests as an investor in the notes.

·
T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of t he issue r, w ill m a k e de t e rm ina t ions w it h re spe c t t o t he
not e s. Citibank, N.A., the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citibank, N.A. will
determine, among other things, each CMS10 level and will calculate the related interest rate and payment to you on each
interest payment date. Any of these determinations or calculations made by Citibank, N.A. in its capacity as calculation agent,
including with respect to the calculation

June 2017
PS-3
Citigroup Global Markets Holdings Inc.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due July 6, 2027

of the level of CMS10 in the event of the unavailability of the level of CMS10 and the selection of a successor CMS10 if
CMS10 is discontinued, may adversely affect the amount of one or more interest payments to you.
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Ge ne ra l I nform a t ion
Addit iona l inform a t ion:
The description of the notes in this pricing supplement supplements, and, to the extent
inconsistent with, replaces the general terms of the notes set forth in the accompanying
prospectus supplement and prospectus. The accompanying prospectus supplement and
prospectus contain important disclosures that are not repeated in this pricing supplement.

The notes are senior unsecured debt securities issued by Citigroup Global Markets Holdings Inc.
under the senior debt indenture described in the accompanying prospectus supplement and
prospectus, the payments on which are fully and unconditionally guaranteed by Citigroup Inc.
The notes will constitute part of the senior debt of Citigroup Global Markets Holdings Inc. and will
rank equally with all other unsecured and unsubordinated debt of Citigroup Global Markets
Holdings Inc. The guarantee of payments due on the notes will constitute part of the senior
indebtedness of Citigroup Inc. and will rank on an equal basis with all other unsecured debt of
Citigroup Inc. other than subordinated debt.

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.
Re gula r re c ord da t e :
Interest will be payable on each interest payment date to the holders of record of the notes at the
close of business on the business day immediately preceding the relevant interest payment date,
except that the final interest payment will be made to the persons who hold the notes on the
maturity date.
De t e rm ina t ion of CM S1 0 :
CMS10 on any date of determination is the rate for U.S. dollar interest rate swaps with a 10-year
maturity appearing on Reuters page "ICESWAP1" (or any successor page as determined by the
calculation agent) as of 11:00 a.m. (New York City time) on that date of determination.

If, however, a rate for CMS10 is not published on Reuters page "ICESWAP1" (or any successor
page as determined by the calculation agent) on that date of determination, then the calculation
agent will request mid-market semi-annual swap rate quotations from the principal New York City
office of five leading swap dealers in the New York City interbank market (the "reference banks")
at approximately 11:00 am, New York City time, on that day. For this purpose, the mid-market
semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed
leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. dollar interest rate swap
transaction with a 10-year maturity, commencing on that day and in a representative amount with
an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on
an actual/360 day count basis, is equivalent to U.S. dollar LIBOR with a designated maturity of
three months. If at least three quotations are provided, the rate for CMS10 for that day will be
the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the
lowest). If fewer than three quotations are provided as requested, a rate for CMS10 will be
determined by the calculation agent in good faith and using its reasonable judgment.

CMS10 is calculated by ICE Benchmark Administration Limited based on tradable quotes for U.S.
dollar fixed-for-floating interest rate swaps with a 10-year maturity that are sourced from
electronic trading venues.

The provisions set forth in this section "--Determination of CMS10" are subject to the discussion
in "Discontinuance of CMS10" below.

Disc ont inua nc e of CM S1 0 :
If the calculation and publication of CMS10 is permanently canceled, then the calculation agent
may identify an alternative rate that it determines, in its sole discretion, represents the same or a
substantially similar measure or benchmark as CMS10, and the calculation agent may deem that
rate (the "successor CMS rate") to be CMS10. Upon the selection of any successor CMS rate by
the calculation agent pursuant to this paragraph, references in this pricing supplement to the
original CMS10 will no longer be deemed to refer to the original CMS10 and will be deemed
instead to refer to that successor CMS rate for all purposes. In such event, the calculation agent
will make such adjustments, if any, to any level of CMS10 that is used for purposes of the notes
as it determines are appropriate in the circumstances. Upon any selection by the calculation
agent of a successor CMS rate, the calculation agent will cause notice to be furnished to us and
the trustee.
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June 2017
PS-4
Citigroup Global Markets Holdings Inc.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due July 6, 2027

If the calculation and publication of CMS10 is permanently canceled and no successor CMS rate
is chosen as described above, then the calculation agent will calculate the level of CMS10 on
each subsequent date of determination in good faith and using its reasonable judgment. Such
level, as calculated by the calculation agent, will be the relevant rate for CMS10 for all purposes.

Notwithstanding these alternative arrangements, the cancellation of CMS10 may adversely affect
interest payments on, and the value of, the notes.
U .S. fe de ra l inc om e t a x
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as "variable
c onside ra t ions:
rate debt instruments" that provide for a single fixed rate followed by a qualified floating rate
("QFR") for U.S. federal income tax purposes.

Under the Treasury Regulations applicable to variable rate debt instruments, in order to
determine the amount of qualified stated interest ("QSI") and original issue discount ("OID") in
respect of the notes, an equivalent fixed rate debt instrument must be constructed. The
equivalent fixed rate debt instrument is constructed in the following manner: (i) first, the initial
fixed rate is converted to a QFR that would preserve the fair market value of the notes, and (ii)
second, each QFR (including the QFR determined under (i) above) is converted to a fixed rate
substitute (which will generally be the value of that QFR as of the issue date of the notes). The
rules described under "United States Federal Tax Considerations Tax Consequences to U.S.
Holders Original Issue Discount" in the accompanying prospectus supplement are then applied
to the equivalent fixed rate debt instrument for purposes of calculating the amount of OID on the
notes. Under these rules, the notes will generally be treated as providing for QSI at a rate equal
to the lowest rate of interest in effect at any time under the equivalent fixed rate debt instrument,
and any interest in excess of that rate will generally be treated as part of the stated redemption
price at maturity and, therefore, as giving rise to OID. Based on the application of these rules to
the notes and current market conditions, the notes should be treated as issued with OID. The
remaining discussion is based on this treatment.

QSI on the notes will generally be taxable to a U.S. Holder (as defined in the accompanying
prospectus supplement) as ordinary interest income at the time it accrues or is received in
accordance with the U.S. Holder's method of tax accounting. A U.S. Holder will be required to
include the OID in income for federal income tax purposes as it accrues, in accordance with a
constant-yield method based on a compounding of interest. If the amount of interest a U.S.
Holder receives on the notes in a calendar year is greater than the interest assumed to be paid
or accrued under the equivalent fixed rate debt instrument, the excess is treated as additional
QSI taxable to the U.S. Holder as ordinary income. Otherwise, any difference will reduce the
amount of QSI the U.S. Holder is treated as receiving and will therefore reduce the amount of
ordinary income the U.S. Holder is required to take into income.

Upon the sale or other taxable disposition of a note, a U.S. Holder generally will recognize
capital gain or loss equal to the difference between the amount realized on the disposition (other
than any amount attributable to accrued QSI, which will be treated as a payment of interest) and
the U.S. Holder's tax basis in the note. A U.S. Holder's tax basis in a note generally will equal
the cost of the note to the U.S. Holder, increased by the amounts of OID previously included in
income by the U.S. Holder with respect to the note and reduced by any payments other than QSI
received by the U.S. Holder. Such gain or loss generally will be long-term capital gain or loss if
the U.S. Holder has held the note for more than one year at the time of disposition.

Under current law Non-U.S. Holders (as defined in the accompanying prospectus supplement)
generally will not be subject to U.S. federal withholding or income tax with respect to interest (or
OID) paid on and amounts received on the sale, exchange or retirement of the notes if they
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comply with applicable certification requirements. Special rules apply to Non-U.S. Holders whose
income on the notes is effectively connected with the conduct of a U.S. trade or business or who
are individuals present in the United States for 183 days or more in a taxable year.

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 prospe c t us 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 not e 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 t a x c onse que nc e s of a n inve st m e nt in t he not e 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.

June 2017
PS-5
Citigroup Global Markets Holdings Inc.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due July 6, 2027

Fe e s a nd se lling
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the
c onc e ssions:
notes, is acting as principal and will receive an underwriting fee of $12.50 for each $1,000 note
sold in this offering (or up to $5.00 per note in the case of sales to fee-based advisory accounts).
From this underwriting fee, CGMI will pay Morgan Stanley Wealth Management and its financial
advisors collectively a fixed selling concession of $10.00 for each $1,000 note sold by Morgan
Stanley Wealth Management. In addition, Morgan Stanley Wealth Management will receive a
structuring fee of $2.50 for each note it sells. CGMI will pay other selected dealers not affiliated
with CGMI and their financial advisors collectively a fixed selling concession of $12.50 for each
$1,000 note they sell to accounts other than fee-based advisory accounts. CGMI will pay other
selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a
variable selling concession of up to $5.00 for each $1,000 note they sell to fee-based advisory
accounts.

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 Amended and Restated Global Selling Agency
re ga rding pla n of
Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., Citigroup Inc. and
dist ribut ion; c onflic t s of
the agents named therein, 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 sections "Risk Factors--The estimated value of the notes on the pricing
date, based on CGMI's proprietary pricing models and our internal funding rate, will be less than
the issue price," 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.
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Ca lc ula t ion a ge nt :
Citibank, N.A., an affiliate of Citigroup Global Markets Holdings Inc., will serve as calculation
agent for the notes. All determinations made by the calculation agent will be at the sole
discretion of the calculation agent and will, in the absence of manifest error, be conclusive for all
purposes and binding on Citigroup Global Markets Holdings Inc., Citigroup Inc. and the holders of
the notes. Citibank, N.A. is obligated to carry out its duties and functions as calculation agent in
good faith and using its reasonable judgment.
June 2017
PS-6
Citigroup Global Markets Holdings Inc.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due July 6, 2027

Historical Information on CMS10

The following graph shows the published daily rate for CMS10 in the period from January 2, 2007 through June 30, 2017. The
historical CMS10 should not be taken as an indication of the future performance of CMS10. Any historical upward or downward
trend in CMS10 during any period set forth below is not an indication that CMS10 is more or less likely to increase or decrease at
any time during the term of the notes. The rate for CMS10 on June 30, 2017, was 2.263% per annum.

H ist oric a l CM S1 0
J a nua ry 2 , 2 0 0 7 t o J une 3 0 , 2 0 1 7

Valuation of the Notes

CGMI calculated the estimated value of the notes set forth on the cover page of this pricing supplement based on proprietary
pricing models. CGMI's proprietary pricing models generated an estimated value for the notes by estimating the value of a
hypothetical package of financial instruments that would replicate the payout on the notes, which consists of a fixed-income bond
(the "bond component") and one or more derivative instruments underlying the economic terms of the notes (the "derivative
component"). CGMI calculated the estimated value of the bond component using a discount rate based on our internal funding rate.
CGMI calculated the estimated value of the derivative component based on a proprietary derivative-pricing model, which generated
a theoretical price for the instruments that constitute the derivative component based on various inputs, including the factors
described under "Risk Factors--The value of the notes prior to maturity will fluctuate based on many unpredictable factors" in this
pricing supplement, but not including our and Citigroup Inc.'s creditworthiness. These inputs may be market-observable or may be
based on assumptions made by CGMI in its discretionary judgment.
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For a period of approximately six months following issuance of the notes, the price, if any, at 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 six-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 a
securities exchange and you may not be able to sell them prior to maturity."

June 2017
PS-7
Citigroup Global Markets Holdings Inc.
Fixed to Floating Rate Notes Linked to the 10-Year Constant Maturity Swap Rate Due July 6, 2027

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 April 7, 2017, which has been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on
April 7, 2017, 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
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
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
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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.

Contact

Clients of Morgan Stanley Wealth Management may contact their local Morgan Stanley branch office or the Morgan Stanley
principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (212) 762-9666). All other clients
may contact their local brokerage representative.

© 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.

June 2017
PS-8
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Document Outline

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