Obligation Citi Global Markets 0% ( US17324P1562 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17324P1562 ( en USD )

03/11/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324P1562 en USD 0%, échue

1 000 USD

1 895 000 USD

17324P156

N/A

A2 ( Qualité moyenne supérieure )

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 US17324P1562, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/11/2023

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324P1562, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

424B2 1 dp65476_424b2-558.htm PRICING SUPPLEMENT

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered
Maximum aggregate offering price
Amount of registration fee(1) (2)
Medium-Term Senior Notes, Series N
$1,895,000
$190.83

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

(2)
Pursuant to Rule 457(p) under the Securities Act, the $99,346.76 remaining of the registration fees previously paid with respect to unsold securities registered on
Registration Statement File No. 333-172554, filed on March 2, 2011 by Citigroup Funding Inc., a wholly owned subsidiary of Citigroup Inc., is being carried
forward, of which $190.83 is offset against the registration fee due for this offering and of which $99,155.93 remains available for future registration fee offset. No
additional registration fee has been paid with respect to this offering.

Citigroup Global Markets Holdings Inc.
April 2 9 , 2 0 1 6
M e dium -T e rm Se nior N ot e s, Se rie s N
Pric ing Supple m e nt N o. 2 0 1 6 -U SN CH 0 0 0 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 -1 9 2 3 0 2
a nd 3 3 3 -1 9 2 3 0 2 -0 6
189,500 Market-Linked Notes Based on a Basket of Three Equity Indexes Due November 3, 2023
Ove rvie w
? The notes offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed
by Citigroup Inc. Unlike conventional debt securities, the notes do not pay interest. Instead, the notes offer the potential for a positive return at
maturity based on the performance of a basket (the "basket") consisting of the S&P 500® Index, the EURO STOXX 50® Index and the
TOPIX® Index (each, a "basket component") from the initial basket level to the final basket level.
? The notes provide 1-to-1 exposure to the performance of the basket within a limited range of potential appreciation. If the basket appreciates
from the initial basket level to the final basket level, you will receive a positive return at maturity equal to that appreciation, subject to the
maximum return at maturity specified below. However, if the value of the basket remains the same or depreciates from the initial basket level
to the final basket level, you will be repaid the stated principal amount of your notes at maturity but will not receive any return on your
investment. Even if the basket appreciates from the initial basket level to the final index level, so that you do receive a positive return at
maturity, there is no assurance that your total return at maturity on the notes will compensate you for the effects of inflation or be as great as
the yield you could have achieved on a conventional debt security of ours of comparable maturity.
? Investors in the notes must be willing to forgo (i) any return on the notes in excess of the maximum return at maturity and (ii) any dividends
that may be paid on the stocks included in the basket components during the 7.5-year term of the notes. I f t he ba sk e t doe s not
a ppre c ia t e from t he pric ing da t e t o t he va lua t ion da t e , you w ill not re c e ive a ny re t urn on your inve st m e nt in t he
not e s.
? In order to obtain the modified exposure to the basket that the notes provide, investors must be willing to accept (i) an investment that may
have limited or no liquidity and (ii) the risk of not receiving any amount due under the 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.
Ba sk e t :
Ba sk e t Com pone nt
We ight ing
I nit ia l Com pone nt
Le ve l*

S&P 500® Index (ticker symbol: "SPX")
1/3
2,065.30

EURO STOXX 50® Index (ticker symbol: "SX5E")
1/3
3,028.21

TOPIX® Index (ticker symbol: "TPX")
1/3
1,340.55

* The initial component level for the S&P 500® Index and the EURO STOXX 50® Index is the closing level of
that basket component on the pricing date. The initial component level for the TOPIX® Index is its closing level
on April 28, 2016.
Aggre ga t e st a t e d
$1,895,000
princ ipa l a m ount :
St a t e d princ ipa l a m ount :
$10 per note
Pric ing da t e :
April 29, 2016
I ssue da t e :
May 5, 2016. See "Supplemental Plan of Distribution" in this pricing supplement for more information.
V a lua t ion da t e :
October 31, 2023, subject to postponement if such date is not a scheduled trading day or if certain market
disruption events occur
M a t urit y da t e :
November 3, 2023
http://www.sec.gov/Archives/edgar/data/200245/000095010316013154/dp65476_424b2-558.htm[5/4/2016 9:35:08 AM]

Pa ym e nt a t m a t urit y:
For each note you hold at maturity, the $10 stated principal amount plus the note return amount, which will be
either zero or positive
N ot e re t urn a m ount :
If the final basket level is greater than the initial basket level:
$10 x the basket return, subject to the maximum return at maturity
If the final basket level is less than or equal to the initial basket level:
$0
Ba sk e t re t urn:
The final basket level minus the initial basket level, divided by the initial basket level
I nit ia l ba sk e t le ve l:
100
Fina l ba sk e t le ve l:
100 × [1 + (component return of SPX × 1/3) + (component return of SX5E × 1/3) + (component return of TPX
× 1/3)]
Com pone nt re t urn:
For each basket component: (final component level initial component level) / initial component level
Fina l c om pone nt le ve l:
For each basket component, its closing level on the valuation date.
M a x im um re t urn a t
$13.50 per note (135.00% of the stated principal amount). Because of the maximum return at maturity, the
m a t urit y:
payment at maturity will not exceed $23.50 per note.
List ing:
The notes will not be listed on any securities exchange
CU SI P / I SI N :
17324P156 / US17324P1562
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)(2)
U nde rw rit ing fe e
Proc e e ds t o issue r
pric e :
Pe r not e :
$10.00
$0.30(2)
$9.65

$0.05(3)

T ot a l:
$1,895,000.00
$66,325.00
$1,828,675.00
(1) On the date of this pricing supplement, the estimated value of the notes is $9.406 per note, which is less than the issue price. The estimated value of the
notes is based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor
is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the notes from you at any time after issuance. See "Valuation
of the Notes" in this pricing supplement.
(2) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an
underwriting fee of $0.35 for each $10 note sold in this offering. Certain selected dealers, including Morgan Stanley Wealth Management, and their financial
advisors will collectively receive from CGMI a fixed selling concession of $0.30 for each $10 note they sell. Additionally, it is possible that CGMI and its
affiliates may profit from hedging activity related to this offering, even if the value of the notes declines. See "Use of Proceeds and Hedging" in the
accompanying prospectus.
(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by CGMI of $0.05 for each note.
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-4 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he not e s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying produc t supple m e nt ,
unde rlying supple m e nt , prospe c t us supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he
c ont ra ry is a c rim ina l offe nse .
You should read this pricing supplement together with the accompanying product supplement, underlying supplement, prospectus
supplement and prospectus, each of which can be accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 3 -0 4 da t e d M a rc h 8 , 2 0 1 6 U nde rlying Supple m e nt N o. 4 da t e d M a rc h 8 , 2 0 1 6
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d M a rc h 7 , 2 0 1 6
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.
189,500 Market-Linked Notes Based on a Basket of Three Equity Indexes Due November 3, 2023

Additional Information

Ge ne ra l. The terms of the notes are set forth in the accompanying product supplement, prospectus supplement and prospectus, as
supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important
disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could affect your payment at maturity.
These events and their consequences are described in the accompanying product supplement in the sections "Description of the Notes--
Certain Additional Terms for Notes Linked to an Underlying Index--Consequences of a Market Disruption Event; Postponement of a Valuation
Date" and "--Discontinuance or Material Modification of an Underlying Index," and not in this pricing supplement. The accompanying underlying
supplement contains important disclosures regarding the basket components 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
http://www.sec.gov/Archives/edgar/data/200245/000095010316013154/dp65476_424b2-558.htm[5/4/2016 9:35:08 AM]

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.

Post pone m e nt of t he va lua t ion da t e . If the valuation date is postponed for a reason that affects less than all of the basket components,
the final basket level will be calculated based on (i) for each unaffected basket component, its closing level on the originally scheduled valuation
date and (ii) for each affected basket component, its closing level on the valuation date as postponed (or, if earlier, the first scheduled trading
day for that basket component following the originally scheduled valuation date on which a market disruption event did not occur with respect to
that basket component). See "Description of the Notes--Certain Additional Terms for Notes Linked to an Underlying Index--Consequences of a
Market Disruption Event; Postponement of a Valuation Date" in the accompanying product supplement.

Investment Summary

The notes offer the potential for 100% participation in any positive performance of the basket, subject to the maximum return at maturity. The
notes provide investors:

?
an opportunity to gain exposure to the basket;

?
the repayment of principal at maturity;

?
100% participation in any appreciation of the basket over the term of the notes, subject to the maximum return at maturity; and

?
no exposure to any decline of the basket if the notes are held to maturity.

At maturity, if the basket has depreciated or has not appreciated at all, you will receive the stated principal amount of $10 per note, without any
positive return on your investment. All payments on the notes, including the repayment of principal at maturity, are subject to the credit risk of
Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investors in the notes will not receive any dividends paid on the stocks that make up
the basket components over the term of the notes.

M a t urit y:
Approximately 7.5 years
Pa rt ic ipa t ion ra t e :
100%
M a x im um re t urn a t m a t urit y:
$13.50 (135.00% of the stated principal amount)
M inim um pa ym e nt a t m a t urit y:
$10.00
I nt e re st :
None

Key Investment Rationale

The notes offer investors exposure to the performance of a basket of equally-weighted equity indices and provide for the repayment of principal
at maturity. They are for investors who are concerned about principal risk but seek an equity basket-based return, and who are willing to forgo
dividends and any return in excess of the maximum return at maturity in exchange for the repayment of principal at maturity if the basket
depreciates.

The notes offer investors 1-to-1 upside exposure to any appreciation of
Re pa ym e nt of Princ ipa l:
the basket up to the maximum return at maturity, while providing for the
repayment of principal in full at maturity.
If the final basket level is gre a t e r t ha n the initial basket level, the
payment at maturity for each note will be equal to the $10 stated
principal amount plus the basket return, subject to the maximum return
U pside Sc e na rio:
at maturity of $13.50 per security (135.00% of the stated principal
amount). For example, if the final basket level is 3% greater than the
initial basket level, the notes will provide a total return of 3% at maturity.
If the final basket level is le ss t ha n the initial basket level, the notes
Pa r Sc e na rio:
will pay only the stated principal amount of $10 at maturity.
April 2016
PS-2
Citigroup Global Markets Holdings Inc.
189,500 Market-Linked Notes Based on a Basket of Three Equity Indexes Due November 3, 2023

http://www.sec.gov/Archives/edgar/data/200245/000095010316013154/dp65476_424b2-558.htm[5/4/2016 9:35:08 AM]

Hypothetical Examples

The diagram below illustrates your payment at maturity for a range of hypothetical percentage changes from the initial basket level to the final
basket level.

I nve st ors in t he not e s w ill not re c e ive a ny divide nds t ha t m a y be pa id on t he st oc k s t ha t a re inc lude d in a ny ba sk e t
c om pone nt . T he dia gra m a nd e x a m ple s be low do not show a ny e ffe c t of lost divide nd yie ld ove r t he t e rm of t he
not e s. See "Summary Risk Factors--Investing in the notes is not equivalent to investing in the basket components" below.

M a rk e t -Link e d N ot e s Pa ym e nt a t M a t urit y Dia gra m

Your actual payment at maturity per note will depend on the actual final basket level. The examples below are intended to illustrate how your
payment at maturity will depend on whether the final basket level is greater than or less than the initial basket level and by how much.

Ex a m ple 1 --U pside Sc e na rio A. The hypothetical final basket level is 110.00 (a 10.00% increase from the initial basket level), which is
gre a t e r t ha n the initial basket level.

Ba sk e t Com pone nt
I nit ia l Com pone nt Le ve l
H ypot he t ic a l Fina l
H ypot he t ic a l Ba sk e t
Com pone nt Le ve l
Com pone nt Re t urn
S&P 500® Index
2,065.30
2,168.57
5%
EURO STOXX 50® Index
3,028.21
3,331.03
10%
TOPIX® Index
1,340.55
1,541.63
15%
H ypot he t ic a l Fina l Ba sk e t Le ve l:
100.00 × [1 + (5% × 1/3) + (10% × 1/3) + (15% × 1/3)] = 110.00

Payment at maturity per
= $10 + the note return amount
note

= $10 + ($10 × basket return), subject to the maximum return at maturity of $13.50

= $10 + ($10 × 10.00%), subject to the maximum return at maturity of $13.50
http://www.sec.gov/Archives/edgar/data/200245/000095010316013154/dp65476_424b2-558.htm[5/4/2016 9:35:08 AM]

April 2016
PS-3
Citigroup Global Markets Holdings Inc.
189,500 Market-Linked Notes Based on a Basket of Three Equity Indexes Due November 3, 2023

= $10 + $1.00, subject to the maximum return at maturity of $13.50

= $11.00

Because the basket appreciated by 10.00% from the initial basket level to the hypothetical final basket level and the note return amount of $1.00
results in a total return at maturity of 10.00%, which is less than the maximum return at maturity of 135.00%, your total return at maturity in this
scenario would be 10.00%.

Ex a m ple 2 --U pside Sc e na rio B. The hypothetical final basket level is 280.00 (a 180.00% increase from the initial basket level), which is
gre a t e r t ha n the initial basket level.

Ba sk e t Com pone nt
I nit ia l Com pone nt Le ve l
H ypot he t ic a l Fina l
H ypot he t ic a l Ba sk e t
Com pone nt Le ve l
Com pone nt Re t urn
S&P 500® Index
2,065.30
5,989.37
190%
EURO STOXX 50® Index
3,028.21
2,725.39
-10%
TOPIX® Index
1,340.55
6,166.53
360%
H ypot he t ic a l Fina l Ba sk e t Le ve l:
100.00 × [1 + (190% × 1/3) + (-10% × 1/3) + (360% × 1/3)] = 280.00

Payment at maturity per
= $10 + the note return amount
note

= $10 + ($10 × basket return), subject to the maximum return at maturity of $13.50

= $10 + ($10 × 180.00%), subject to the maximum return at maturity of $13.50

= $10 + $18.00, subject to the maximum return at maturity of $13.50

= $23.50

Because the basket appreciated by 180.00% from the initial basket index level to the hypothetical final basket level and the note return amount
of $18.00 results in a total return at maturity of 180.00%, which is greater than the maximum return at maturity of 135.00%, your total return at
maturity in this scenario would equal the maximum return at maturity of 135.00%. In this scenario, an investment in the notes would
underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the basket without a maximum return at
maturity.

Ex a m ple 3 --Pa r Sc e na rio. The hypothetical final basket level is 90.00 (a 10.00% decrease from the initial basket level), which is le ss
t ha n the initial basket level.

Ba sk e t Com pone nt
I nit ia l Com pone nt Le ve l
H ypot he t ic a l Fina l
H ypot he t ic a l Ba sk e t
Com pone nt Le ve l
Com pone nt Re t urn
S&P 500® Index
2,065.30
2,168.57
5%
EURO STOXX 50® Index
3,028.21
3,331.03
10%
TOPIX® Index
1,340.55
737.30
-45%
H ypot he t ic a l Fina l Ba sk e t Le ve l:
100.00 × [1 + (5% × 1/3) + (10% × 1/3) + (-45% × 1/3)] = 90.00

Payment at maturity per
= $10 + the note return amount
note

= $10 + $0

= $10

Because the basket depreciated from the initial basket level to the hypothetical final basket level, the payment at maturity per note would equal
the $10 stated principal amount per note. In this scenario, even though the S&P 500® Index and the EURO STOXX 50® Index appreciated, the
appreciation is more than offset by the depreciation of the TOPIX® Index.

Summary Risk Factors

http://www.sec.gov/Archives/edgar/data/200245/000095010316013154/dp65476_424b2-558.htm[5/4/2016 9:35:08 AM]

An investment in the notes is significantly riskier than an investment in conventional debt securities. The notes are subject to all of the risks
associated with an investment in our conventional debt securities that are guaranteed by Citigroup Inc., including the risk that we and Citigroup
Inc. may default on our obligations under the notes, and are also subject to risks associated with the basket components. 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 basket components 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

April 2016
PS-4
Citigroup Global Markets Holdings Inc.
189,500 Market-Linked Notes Based on a Basket of Three Equity Indexes Due November 3, 2023

accompanying prospectus, including Citigroup Inc.'s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form
10-Q, which describe risks relating to the business of Citigroup Inc. more generally.

?
Y ou m a y not re c e ive a ny re t urn on your inve st m e nt in t he not e s. You will receive a positive return on your investment in the
notes only if the basket appreciates from the initial basket level to the final basket level. If the final basket level is equal to or less than the
initial basket level, you will receive only the stated principal amount of $10 for each note you hold at maturity. As the notes do not pay any
interest, even if the basket appreciates from the initial basket level to the final basket level, there is no assurance that your total return at
maturity on the notes will be as great as could have been achieved on conventional debt securities of ours of comparable maturity.

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

?
Y our pot e nt ia l re t urn on t he not e s is lim it e d. Your potential total return on the notes at maturity is limited to the maximum return
at maturity of 135.00%, which is equivalent to a maximum return at maturity of $13.50 per note. Any increase in the final basket level over
the initial basket level by more than 135.00% will not increase your return on the notes.

?
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 re a l va lue t e rm s if t he ba sk e t de c line s or doe s not a ppre c ia t e suffic ie nt ly
from t he init ia l ba sk e t le ve l t o t he fina l ba sk e t le ve l. 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 generate a positive real return. This potential loss in real value terms is significant given the 7.5-year
term of the notes. 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.

?
I nve st ing in t he not e s is not e quiva le nt t o inve st ing in t he ba sk e t c om pone nt s. You will not have voting rights, rights to
receive dividends or other distributions or any other rights with respect to the basket components or the securities included in the basket
components. The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield, which could be
substantial, over the term of the notes.

?
Y our pa ym e nt a t m a t urit y de pe nds on t he c losing le ve ls of t he ba sk e t c om pone nt s on a single da y. Because your
payment at maturity depends on the closing levels of the basket components solely on the valuation date, you are subject to the risk that
the closing levels on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of the notes. If
you had invested in another instrument linked to the basket components that you could sell for full value at a time selected by you, or if the
payment at maturity were based on an average of closing levels of the basket components, you might have achieved better returns.

?
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. If Citigroup Inc. exercises its right to assume our obligations under the notes, as described in the accompanying prospectus, we will
be relieved of our obligations under the notes and investors will be subject solely to the credit risk of Citigroup Inc., without any direct claim
against the assets of Citigroup Global Markets Holdings Inc. There is a risk that such an assumption may be treated as a taxable
modification of the notes. You should read carefully the discussion under "Other Risk Factors--The U.S. Federal Tax Consequences of an
Assumption of the Notes are Unclear" and "United Stated Federal Tax Considerations--Assumption by Citigroup" in the accompanying
http://www.sec.gov/Archives/edgar/data/200245/000095010316013154/dp65476_424b2-558.htm[5/4/2016 9:35:08 AM]

prospectus supplement.

?
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.

?
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 and structuring fees
paid in

April 2016
PS-5
Citigroup Global Markets Holdings Inc.
189,500 Market-Linked Notes Based on a Basket of Three Equity Indexes Due November 3, 2023

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 the basket components, the correlation among
those basket components, dividend yields on the stocks included in the basket components 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 an interest rate that we will pay to investors in the notes, which do not bear interest.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines our secondary
market rate based on the market price of traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the
guarantor of all payments due on the 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
http://www.sec.gov/Archives/edgar/data/200245/000095010316013154/dp65476_424b2-558.htm[5/4/2016 9:35:08 AM]

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 levels of the basket components and a number of other factors, including the volatility of the
basket components, the correlation among the basket components, the dividend yields on the stocks included in the basket components,
interest rates generally, the volatility of the exchange rate between the U.S. dollar and the euro, the correlation between that exchange rate
and the level of the EURO STOXX 50® Index, the volatility of the exchange rate between the U.S. dollar and the Japanese yen, the
correlation between that exchange rate and the level of the TOPIX® Index, the time remaining to maturity and our and/or Citigroup Inc.'s
creditworthiness, as reflected in our secondary market rate. Changes in the level of the basket 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.

?
T he ba sk e t c om pone nt s m a y offse t e a c h ot he r. The performance of one basket component may not correlate with the
performance of the other basket components. If one of the basket components appreciates, the other basket components may not
appreciate as much or may even depreciate. In such event, the appreciation of one of the basket components may be moderated,

April 2016
PS-6
Citigroup Global Markets Holdings Inc.
189,500 Market-Linked Notes Based on a Basket of Three Equity Indexes Due November 3, 2023

wholly offset or more than offset by lesser appreciation or by depreciation in the value of one or more of the other basket components.

?
T he ba sk e t c om pone nt s m a y be highly c orre la t e d in de c line . The performances of the basket components may become
highly correlated during periods of declining prices. This may occur because of events that have broad effects on markets generally or on
the markets that the basket components track. If the basket components become correlated in decline, the depreciation of one basket
component will not be offset by the performance of the other basket components and, in fact, each basket component may contribute to an
overall decline from the initial basket level to the final basket level.

?
T he EU RO ST OX X 5 0 ® I nde x is subje c t t o risk s a ssoc ia t e d w it h t he Eurozone . The companies whose stocks constitute
the EURO STOXX 50® Index are leading companies in the Eurozone. A number of countries in the Eurozone are undergoing a financial
crisis affecting their economies, their ability to meet their sovereign financial obligations and their financial institutions. Countries in the
Eurozone that are not currently experiencing a financial crisis may do so in the future as a result of developments in other Eurozone
countries. The economic ramifications of this financial crisis, and its effects on the companies that make up the EURO STOXX 50® Index,
are impossible to predict. This uncertainty may contribute to significant volatility in the EURO STOXX 50® Index, and adverse developments
affecting the Eurozone may affect the EURO STOXX 50® Index in a way that adversely affects the value of and return on the notes.

?
T he pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x w ill not be a djust e d for c ha nge s in t he e x c ha nge ra t e be t w e e n
t he e uro a nd t he U .S. dolla r. The EURO STOXX 50® Index is composed of stocks traded in euro, the value of which may be subject
to a high degree of fluctuation relative to the U.S. dollar. However, the performance of the EURO STOXX 50® Index and the value of your
notes will not be adjusted for exchange rate fluctuations. If the euro appreciates relative to the U.S. dollar over the term of the notes, your
return on the notes will underperform an alternative investment that offers exposure to that appreciation in addition to the change in the
level of the EURO STOXX 50® Index.

?
T he pe rform a nc e of t he T OPI X ® I nde x w ill not be a djust e d for c ha nge s in t he e x c ha nge ra t e be t w e e n t he
J a pa ne se ye n a nd t he U .S. dolla r. The TOPIX® Index is composed of stocks traded in Japanese yen, the value of which may be
subject to a high degree of fluctuation relative to the U.S. dollar. However, the performance of the TOPIX® Index and the value of your
http://www.sec.gov/Archives/edgar/data/200245/000095010316013154/dp65476_424b2-558.htm[5/4/2016 9:35:08 AM]

notes will not be adjusted for exchange rate fluctuations. If the Japanese yen appreciates relative to the U.S. dollar over the term of the
notes, your return on the notes will underperform an alternative investment that offers exposure to that appreciation in addition to the
change in the level of the TOPIX® Index.

?
T he EU RO ST OX X 5 0 ® I nde x a nd t he T OPI X ® I nde x a re subje c t t o non -U .S. se c urit ie s m a rk e t s risk . The EURO
STOXX 50® Index and the TOPIX® Index include constituent stocks that are issued by non-U.S. companies in non-U.S. securities markets.
An investment in securities linked directly or indirectly to the value of securities issued by non-U.S. companies involves particular risks.
Generally, non-U.S. securities markets may be more volatile than U.S. securities markets, and market developments may affect non-U.S.
markets differently from U.S. securities markets. Direct or indirect government intervention to stabilize these non-U.S. markets, as well as
cross shareholdings in non-U.S. companies, may affect trading prices and volumes in those markets. There is generally less publicly
available information about non-U.S. companies than about those U.S. companies that are subject to the reporting requirements of the
SEC, and non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those
applicable to U.S. reporting companies. Securities prices in non-U.S. countries are subject to political, economic, financial and social factors
that may be unique to the particular country. These factors, which could negatively affect the non-U.S. securities markets, include the
possibility of recent or future changes in the non-U.S. government's economic and fiscal policies, the possible imposition of, or changes in,
currency exchange laws or other non-U.S. laws or restrictions applicable to non-U.S. companies or investments in non-U.S. equity
securities and the possibility of fluctuations in the rate of exchange between currencies. Moreover, certain aspects of a particular non-U.S.
economy may differ favorably or unfavorably from the U.S. economy in important respects, such as growth of gross national product, rate of
inflation, capital reinvestment, resources and self-sufficiency. Finally, it will likely be more costly and difficult to enforce the laws or
regulations of a non-U.S. country or exchange.

?
Cha nge s m a de by t he sponsor of a ba sk e t c om pone nt m a y a ffe c t t he ba sk e t c om pone nt . We are not affiliated with the
sponsors of the S&P 500® Index, the EURO STOXX 50® Index or the TOPIX® Index. Changes that affect the basket components may
affect the value of your notes. The sponsor of a basket component may add, delete or substitute the securities that constitute the basket
component or make other methodological changes that could affect the level of the basket component. We are not affiliated with any such
sponsor and, accordingly, we have no control over any changes any such sponsor may make. Such changes could be made at any time
and could adversely affect the performance of the basket components and the value of and your payment at maturity on the notes.

?
Our offe ring of t he not e s is not a re c om m e nda t ion of t he ba sk e t or t he ba sk e t c om pone nt s. The fact that we are
offering the notes does not mean that we believe that investing in an instrument linked to the basket or any of the basket components 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 included in the basket components or in instruments related to the basket components or such stocks, and may
publish research or express opinions, that in each case are inconsistent with an investment linked to the basket components. These and
other activities of our affiliates may affect the levels of the basket components in a way that has a negative impact on your interests as a
holder of the notes.

April 2016
PS-7
Citigroup Global Markets Holdings Inc.
189,500 Market-Linked Notes Based on a Basket of Three Equity Indexes Due November 3, 2023

?
T he le ve l of a ba sk e t c om pone nt 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 included in the basket components and other financial instruments related to the basket components or such stocks and may
adjust such positions during the term of the notes. Our affiliates also trade the stocks included in the basket components and other financial
instruments related to the basket components 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 levels of the
basket components 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 included in the
basket components, 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 market disruption events or the discontinuance of a basket component, CGMI, as calculation agent,
http://www.sec.gov/Archives/edgar/data/200245/000095010316013154/dp65476_424b2-558.htm[5/4/2016 9:35:08 AM]

will be required to make discretionary judgments that could significantly affect your payment at maturity. In making these judgments, the
calculation agent's interests as an affiliate of ours could be adverse to your interests as a holder of the notes.

Hypothetical Historical Information About the Basket

Because the basket exists solely for purposes of the notes, historical information on the performance of the basket does not exist for dates prior
to the pricing date. The graph below sets forth the hypothetical historical daily closing levels of the basket for the period from January 3, 2011 to
April 29, 2016, assuming that the basket was created on January 3, 2011 with the same basket components and corresponding weights and
with a level of 100 on that date. The hypothetical performance of the basket is based on the actual closing levels of the basket components on
the applicable dates. We obtained these closing levels from Bloomberg L.P., without independent verification. Any historical trend in the level of
the basket during the period shown below is not an indication of the performance of the basket during the term of the notes.

H ypot he t ic a l H ist oric a l Ba sk e t Pe rform a nc e
J a nua ry 3 , 2 0 1 1 t o April 2 9 , 2 0 1 6
April 2016
PS-8
Citigroup Global Markets Holdings Inc.
189,500 Market-Linked Notes Based on a Basket of Three Equity Indexes Due November 3, 2023

Information About the Basket Components

S&P 500® Index

The S&P 500® Index consists of 500 common stocks selected to provide a performance benchmark for the large capitalization segment of the
U.S. equity markets. It is calculated and maintained by S&P Dow Jones Indices LLC. The S&P 500® Index is reported by Bloomberg L.P. under
the ticker symbol "SPX."

"Standard & Poor's," "S&P" and "S&P 500®" are trademarks of Standard & Poor's Financial Services LLC and have been licensed for use by
Citigroup Inc. and its affiliates. For more information, see "Equity Index Descriptions--S&P 500® Index--License Agreement" in the
accompanying underlying supplement. Please refer to the section "Equity Index Descriptions--S&P 500® Index" in the accompanying underlying
supplement for important disclosures regarding the S&P 500® Index.

Historical Information

The closing level of the S&P 500® Index on April 29, 2016 was 2,065.30.

http://www.sec.gov/Archives/edgar/data/200245/000095010316013154/dp65476_424b2-558.htm[5/4/2016 9:35:08 AM]

Document Outline

#1">
- #1">