Obligation Citi Global Markets 8.05% ( US17324CNE20 ) en USD

Citi Global Markets

77.65 % ▼

Etas-Unis

US17324CNE20 ( en USD )

8.05% par an ( paiement semestriel )

30/10/2024 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CNE20 en USD 8.05%, échue

1 000 USD

3 250 000 USD

17324CNE2

N/A

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

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324CNE20, paye un coupon de 8.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/10/2024

424B2 1 dp81898_424b2-us1738534.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
Oc t obe r 2 3 , 2 0 1 7
M e dium -T e rm Se nior N ot e s, Se rie s N
Pric ing Supple m e nt N o. 2 0 1 7 -U SN CH 0 7 8 9
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -2 1 6 3 7 2 a nd 3 3 3 -2 1 6 3 7 2 -0 1
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of Bristol-
Myers Squibb Company and the Common Stock of Merck & Co., Inc. Due October 30, 2024
?
The securities offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings Inc.
and guaranteed by Citigroup Inc. The securities offer the potential for quarterly contingent coupon payments at an annualized rate that, if
all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same maturity. In
exchange for this higher potential yield, you must be willing to accept the risks that (i) your actual yield may be lower than the yield on our
conventional debt securities of the same maturity because you may not receive one or more, or any, contingent coupon payments; (ii) your
actual yield may be negative because you may receive significantly less than the stated principal amount of your securities, and possibly
nothing, at maturity; and (iii) the securities may be automatically redeemed prior to maturity beginning one year after issuance. Each of
these risks will depend on the performance of the w orst pe rform ing of the shares of common stock of Bristol-Myers Squibb Company
and the shares of common stock of Merck & Co., Inc. (each, the "underlying shares"), as described below. You will be subject to risks
associated with each of the underlying shares and will be negatively affected by adverse movements in either of the underlying shares
regardless of the performance of the other underlying shares. Although you will be exposed to downside risk with respect to the worst
performing underlying shares, you will not participate in any appreciation of the underlying shares or receive any dividends paid on the
underlying shares.
?
Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving
any payments due under the securities if we and Citigroup Inc. default on our obligations. All pa ym e nt s on t he se c urit ie s a re
subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
K EY T ERM S

I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
U nde rlying
U nde rlying sha re s
I nit ia l sha re pric e *
Coupon ba rrie r pric e * *
Fina l ba rrie r pric e * * *
sha re s:

Shares of Common Stock
of Bristol-Myers Squibb
$63.75
$38.25
$38.25
Company

Shares of Common Stock
$63.40
$38.04
$38.04
of Merck & Co., Inc.

* The closing price of the applicable underlying shares on the pricing date
** For each of the underlying shares, 60% of the applicable initial share price
*** For each of the underlying shares, 60% of the applicable initial share price
Aggre ga t e st a t e d
$3,250,000
princ ipa l a m ount :
St a t e d princ ipa l
$1,000 per security
a m ount :
Pric ing da t e :
October 23, 2017
I ssue da t e :
October 26, 2017. See "Supplemental Plan of Distribution" in this pricing supplement for additional information.
V a lua t ion da t e s:
The 23rd day of each January, April, July and October, beginning in January 2018 and ending on October 23, 2024
(the "final valuation date"), each subject to postponement if such date is not a scheduled trading day for either of
the underlying shares or if certain market disruption events occur with respect to either of the underlying shares
M a t urit y da t e :
Unless earlier redeemed, October 30, 2024
Cont inge nt
For each valuation date, the fifth business day after such valuation date, except that the contingent coupon payment
c oupon pa ym e nt
date for the final valuation date will be the maturity date
da t e s:
Cont inge nt
On each quarterly contingent coupon payment date, unless previously redeemed, the securities will pay a contingent
c oupon:
coupon equal to 2.0125% (8.05% per annum) of the stated principal amount of the securities if a nd only if the
closing price of the worst performing underlying shares on the related valuation date is greater than or equal to the
applicable coupon barrier price. I f t he c losing pric e of t he w orst pe rform ing unde rlying sha re s on a ny
qua rt e rly va lua t ion da t e is le ss t ha n t he a pplic a ble c oupon ba rrie r pric e , you w ill not re c e ive
a ny c ont inge nt c oupon pa ym e nt on t he re la t e d c ont inge nt c oupon pa ym e nt da t e .
Pa ym e nt a t
If the securities are not automatically redeemed prior to maturity, you will be entitled to receive at maturity for each
m a t urit y:
security you then hold:
? If the final share price of the worst performing underlying shares on the final valuation date is gre a t e r t ha n
or e qua l t o the applicable final barrier price: $1,000 plus the contingent coupon payment due at maturity
? If the final share price of the worst performing underlying shares on the final valuation date is le ss t ha n the
applicable final barrier price:
$1,000 × the share performance factor of the worst performing underlying shares on the final valuation date
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I f t he fina l sha re pric e of t he w orst pe rform ing unde rlying sha re s on t he fina l va lua t ion da t e is
le ss t ha n t he a pplic a ble fina l ba rrie r pric e , you w ill re c e ive le ss t ha n 6 0 % of t he st a t e d
princ ipa l a m ount of your se c urit ie s, a nd possibly not hing, a t m a t urit y, a nd you w ill not re c e ive
a ny c ont inge nt c oupon pa ym e nt a t m a t urit y.
U nde rw rit ing fe e a nd issue
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r (3)
pric e :
Pe r se c urit y:
$1,000.00
$40.00
$960.00
T ot a l:
$3,250,000.00
$108,127.50
$3,141,872.50
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $943.99 per security, which is less than the issue
price. The estimated value of the securities is based on Citigroup Global Markets Inc.'s ("CGMI") proprietary pricing models and our internal
funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or
any other person may be willing to buy the securities from you at any time after issuance. See "Valuation of the Securities" in this pricing
supplement.
(2) CGMI will receive an underwriting fee of up to $40.00 for each security sold in this offering. The total underwriting fees and proceeds to
issuer in the table above give effect to the actual underwriting fee. For more information on the distribution of the securities, see "Supplemental
Plan of Distribution" in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from hedging activity
related to this offering, even if the value of the securities declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
(3) The per security proceeds to Citigroup Global Markets Holdings Inc. indicated above represent the minimum per security proceeds to
Citigroup Global Markets Holdings Inc. for any security, assuming the maximum per security underwriting fee of $40.00. As noted in footnote
(2), the underwriting fee is variable.
I nve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l
de bt se c urit ie s. Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS -5 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying produc t supple m e nt ,
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, prospectus supplement and
prospectus, each of which can be accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 4 -0 6 da t e d April 7 , 2 0 1 7 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 se c urit ie s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e Corpora t ion
or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of
Bristol-Myers Squibb Company and the Common Stock of Merck & Co., Inc. Due October 30, 2024
K EY T ERM S (c ont inue d)
Aut om a t ic e a rly
If, on any potential redemption date, the closing price of the worst performing underlying shares is greater than or
re de m pt ion:
equal to the applicable initial share price, each security you then hold will be automatically redeemed on the related
contingent coupon payment date for an amount in cash equal to $1,000 plus the related contingent coupon payment
Pot e nt ia l
Each quarterly valuation date beginning in October 2018 and ending in July 2024
re de m pt ion da t e s:
Fina l sha re pric e :
For each of the underlying shares, the applicable closing price on the final valuation date
Sha re
For each of the underlying shares on any valuation date, the applicable closing price on that valuation date divided
pe rform a nc e
by the applicable initial share price
fa c t or:
Worst pe rform ing
For any valuation date, the underlying shares with the lowest share performance factor on that valuation date
unde rlying
sha re s:
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17324CNE2 / US17324CNE20
U nde rw rit e r:
CGMI, an affiliate of the issuer, acting as principal

Additional Information

Ge ne ra l. The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as
supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important
disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could affect whether you receive a
contingent coupon payment on a contingent coupon payment date as well as your payment at maturity or, in the case of a delisting of the
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underlying shares, could give us the right to call the securities prior to maturity for an amount that may be less than the stated principal
amount. These events, including market disruption events and other events affecting the underlying shares, and their consequences are
described in the accompanying product supplement in the sections "Description of the Securities--Certain Additional Terms for Securities
Linked to Company Shares or ETF Shares--Consequences of a Market Disruption Event; Postponement of a Valuation Date," "--Dilution and
Reorganization Adjustments" and "--Delisting of Company Shares," and not in this pricing supplement. It is important that you read the
accompanying product supplement, prospectus supplement and prospectus together with this pricing supplement in connection with your
investment in the securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying product
supplement.

Post pone m e nt of a va lua t ion da t e . If a scheduled valuation date is not a scheduled trading day for either of the underlying shares or if
a market disruption event occurs with respect to either of the underlying shares on a scheduled valuation date, that valuation date will be
subject to postponement as described in the accompanying product supplement in the section "Description of the Securities--Certain
Additional Terms for Securities Linked to Company Shares or ETF Shares--Consequences of a Market Disruption Event; Postponement of a
Valuation Date." If a scheduled valuation date is postponed, the closing price of each of the underlying shares in respect of that valuation
date will be determined based on (i) for any underlying shares for which the originally scheduled valuation date is a scheduled trading day and
as to which a market disruption event does not occur on the originally scheduled valuation date, the closing price of such underlying shares on
the originally scheduled valuation date and (ii) for any other underlying shares, the closing price of such underlying shares on the valuation
date as postponed (or, if earlier, the first scheduled trading day for such underlying shares following the originally scheduled valuation date on
which a market disruption event did not occur with respect to such underlying shares).

Dilut ion a nd Re orga niza t ion Adjust m e nt s. With respect to the underlying shares, the initial share price, the coupon barrier price and
the final barrier price are each a "Relevant Price" for purposes of the section "Description of the Securities--Certain Additional Terms for
Securities Linked to Company Shares or ETF Shares--Dilution and Reorganization Adjustments" in the accompanying product
supplement. Accordingly, the initial share price, the coupon barrier price and the final barrier price applicable to each of the underlying shares
are each subject to adjustment upon the occurrence of any of the events described in that section.

October 2017
PS-2

Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of
Bristol-Myers Squibb Company and the Common Stock of Merck & Co., Inc. Due October 30, 2024
Hypothetical Examples

The examples below illustrate how to determine whether a contingent coupon will be paid with respect to a quarterly valuation date and how to
calculate the payment at maturity on the securities, assuming the securities are not automatically redeemed prior to maturity. You should
understand that the term of the securities, and your opportunity to receive the contingent coupon payments on the securities, may be limited to
as short as one year if the securities are automatically redeemed prior to the maturity date. Unless earlier redeemed, during the term of the
securities, there are twenty-eight valuation dates. For ease of analysis, figures in the table below may have been rounded.

The examples below are based on the following values in order to illustrate how the securities work:

U nde rlying sha re s
I nit ia l sha re pric e
Coupon ba rrie r pric e
Fina l ba rrie r pric e
Shares of common stock of Bristol-
$63.75
$38.25 (60% of the applicable
$38.25 (60% of the applicable
Myers Squibb Company
initial share price)
initial share price)
Shares of common stock of Merck &
$63.40
$38.04 (60% of the applicable
$38.04 (60% of the applicable
Co., Inc.
initial share price)
initial share price)
Cont inge nt c oupon ra t e :
8.05% per annum (2.0125% paid quarterly)

Hypothetical Examples of Quarterly Contingent Coupon Payments and any Payment upon Automatic Early Redemption with Respect
to a Quarterly Valuation Date that is also a Potential Redemption Date

Set forth below are three hypothetical examples of the calculation of the contingent coupon payment with respect to a hypothetical quarterly
valuation date that is also a potential redemption date.

H ypot he t ic a l c ont inge nt
H ypot he t ic a l c losing pric e of t he
H ypot he t ic a l c losing pric e of
c oupon pa ym e nt pe r
sha re s of c om m on st oc k of Brist ol-
t he sha re s of c om m on st oc k
se c urit y a nd a ny pa ym e nt
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M ye rs Squibb Com pa ny
of M e rc k & Co., I nc .
upon a n a ut om a t ic e a rly
re de m pt ion
$76.50
$41.21
Ex a m ple 1
(Share performance factor =
(Share performance factor =
$ 2 0 .1 2 5
$76.50 / $63.75 = 1.20)
$41.21 / $63.40 = 0.65)
$28.69
$69.74
Ex a m ple 2
(Share performance factor =
(Share performance factor =
$ 0 .0 0
$28.69 / $63.75 = 0.45)
$69.74 / $63.40 = 1.10)
$ 1 ,0 2 0 .1 2 5 ($ 1 ,0 0 0 st a t e d
$70.13
$76.08
princ ipa l a m ount pe r
Ex a m ple 3
(Share performance factor =
(Share performance factor =
se c urit y plus t he re la t e d
$70.13 / $63.75 = 1.10)
$76.08 / $63.40 = 1.20)
c ont inge nt c oupon
pa ym e nt )

Ex a m ple 1 : On the hypothetical valuation date, the shares of common stock of Merck & Co., Inc. have the lowest share performance factor
and, therefore, are the worst performing underlying shares. In this scenario, the closing price of the worst performing underlying shares is
gre a t e r t ha n the applicable coupon barrier price but le ss t ha n the applicable initial share price. As a result, investors in the securities
would receive the contingent coupon payment of $20.125 per security on the related contingent coupon payment date and the securities would
not be automatically called.

Ex a m ple 2 : On the hypothetical valuation date, the shares of common stock of Bristol-Myers Squibb Company have the lowest share
performance factor and, therefore, are the worst performing underlying shares. In this scenario, the closing price of the worst performing
underlying shares is le ss t ha n the applicable coupon barrier price and le ss t ha n the applicable initial share price. As a result, investors
would not receive any payment on the related contingent coupon payment date, even though the other underlying shares have appreciated
from their applicable initial share price, and the securities would not be automatically called.

I nve st ors in t he se c urit ie s w ill not re c e ive a c ont inge nt c oupon pa ym e nt w it h re spe c t t o a va lua t ion da t e if, on t ha t
va lua t ion da t e , t he c losing pric e of t he w orst pe rform ing unde rlying sha re s is le ss t ha n t he a pplic a ble c oupon ba rrie r
pric e .

Ex a m ple 3 : On the hypothetical valuation date, the hypothetical closing prices of both of the underlying shares are gre a t e r t ha n their
applicable coupon barrier prices and their applicable initial share prices. In this scenario, the closing price of the worst performing underlying
shares is gre a t e r t ha n the applicable initial share price and the securities would be automatically redeemed on the related contingent coupon
payment date for an amount in cash equal to $1,000 plus the related contingent coupon payment, or $1,020.125. If the quarterly valuation date
were not also a potential redemption date, the securities would not be automatically redeemed on the related contingent coupon payment date.

October 2017
PS-3

Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of
Bristol-Myers Squibb Company and the Common Stock of Merck & Co., Inc. Due October 30, 2024
Hypothetical Examples of the Payment at Maturity on the Securities

The following examples illustrate the hypothetical payment at maturity on the securities as determined based on the applicable final share
prices of the underlying shares on the final valuation date, assuming the securities have not been earlier automatically redeemed.

H ypot he t ic a l fina l sha re
H ypot he t ic a l fina l sha re pric e of
pric e of t he sha re s of
H ypot he t ic a l pa ym e nt a t
t he sha re s of c om m on st oc k of
c om m on st oc k of M e rc k &
m a t urit y pe r se c urit y
Brist ol-M ye rs Squibb Com pa ny
Co., I nc .
$64.39
$66.57
Ex a m ple 4
(Share performance factor =
(Share performance factor =
$ 1 ,0 2 0 .1 2 5
$64.39 / $63.75 = 1.01)
$66.57 / $63.40 = 1.05)
$57.38
$19.02
Ex a m ple 5
(Share performance factor =
(Share performance factor =
$ 3 0 0 .0 0
$57.38 / $63.75 = 0.90)
$19.02 / $63.40 = 0.30)
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$44.63
$0.00
Ex a m ple 6
(Share performance factor =
(Share performance factor =
$ 0 .0 0
$44.63 / $63.75 = 0.70)
$0.00 / $63.40 = 0.00)

Ex a m ple 4 : In this example, the shares of common stock of Bristol-Myers Squibb Company are the worst performing underlying shares. In
this scenario, the final share price of the worst performing underlying shares is greater than the applicable final barrier price. Accordingly, at
maturity, you would receive the stated principal amount of the securities plus the contingent coupon payment of $20.125 per security, but you
would not participate in the appreciation of either of the underlying shares.

Ex a m ple 5 : In this example, the shares of common stock of Merck & Co., Inc. are the worst performing underlying shares. In this scenario,
the final share price of the worst performing underlying shares is less than the applicable final barrier price. Accordingly, at maturity, you would
receive a payment per security calculated as follows:

Payment at maturity = $1,000 × share performance factor of the shares of common stock of Merck & Co., Inc. on the final valuation date
= $1,000 × 0.30
= $300

In this scenario, you would receive significantly less than the stated principal amount of your securities at maturity. You would incur a loss
based on the performance of the worst performing underlying shares, even though the final share price of the other underlying shares is
greater than the applicable final barrier price. I n a ddit ion, be c a use t he fina l sha re pric e of t he w orst pe rform ing unde rlying
sha re s is be low t he a pplic a ble c oupon ba rrie r pric e , you w ill not re c e ive a ny qua rt e rly c ont inge nt c oupon pa ym e nt .

Ex a m ple 6 : In this example, the shares of common stock of Merck & Co., Inc. are the worst performing underlying shares and their final
share price is less than the applicable final barrier price. Accordingly, at maturity, you would receive a payment per security calculated as
follows:

Payment at maturity = $1,000 × share performance factor of the shares of common stock of Merck & Co., Inc. on the final valuation date
= $1,000 × 0.00
= $0

In this scenario, because the closing price of the worst performing underlying shares on the final valuation date is $0, you would lose your
entire investment in the securities. In addition, because the final share price of the worst performing underlying shares is below the applicable
coupon barrier price, you will not receive any quarterly contingent coupon payment.

If the closing price of the worst performing underlying shares were less than the applicable coupon barrier price on each valuation date and
less than the final barrier price on the final valuation date, you would not have received any quarterly contingent coupon payments and, in
addition, you would incur a significant loss on your securities at maturity.

October 2017
PS-4

Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of
Bristol-Myers Squibb Company and the Common Stock of Merck & Co., Inc. Due October 30, 2024
Summary Risk Factors

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

The following is a summary of certain key risk factors for investors in the securities. You should read this summary together with the more
detailed description of risks relating to an investment in the securities contained in the section "Risk Factors Relating to the Securities"
beginning on page EA-6 in the accompanying product supplement. You should also carefully read the risk factors included in the
accompanying prospectus supplement and in the documents incorporated by reference in the accompanying prospectus, including Citigroup
Inc.'s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the
business of Citigroup Inc. more generally.

?
Y ou m a y lose som e or a ll of your inve st m e nt . Unlike conventional debt securities, the securities do not provide for the repayment
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of the stated principal amount at maturity in all circumstances. If the securities are not automatically redeemed prior to maturity, your
payment at maturity will depend on the performance of the worst performing underlying shares on the final valuation date. If the closing
price of the worst performing underlying shares on the final valuation date is less than the applicable final barrier price, you will lose 1% of
the stated principal amount of the securities for every 1% by which the worst performing underlying shares have declined from their initial
share price, regardless of the performance of the other underlying shares. There is no minimum payment at maturity on the securities, and
you may lose up to all of your investment.

?
Y ou w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt for a ny qua rt e r in w hic h t he c losing pric e of t he w orst
pe rform ing unde rlying sha re s is le ss t ha n t he a pplic a ble c oupon ba rrie r pric e on t he re la t e d va lua t ion da t e . A
contingent coupon payment will be made on a contingent coupon payment date if and only if the closing price of the worst performing
underlying shares on the related valuation date is greater than or equal to the applicable coupon barrier price. If the closing price of the
worst performing underlying shares is less than the applicable coupon barrier price on any quarterly valuation date, you will not receive
any contingent coupon payment on the related contingent coupon payment date. If the closing price of the worst performing underlying
shares is below the applicable coupon barrier price on each valuation date, you will not receive any contingent coupon payments over the
term of the securities.

?
T he se c urit ie s a re subje c t t o t he risk s of bot h of t he unde rlying sha re s a nd w ill be ne ga t ive ly a ffe c t e d if e it he r of
t he unde rlying sha re s pe rform poorly, e ve n if t he ot he r unde rlying sha re s pe rform w e ll. You are subject to risks
associated with both of the underlying shares. If either of the underlying shares perform poorly, you will be negatively affected, even if the
other underlying shares perform well. The securities are not linked to a basket composed of the underlying shares, where the better
performance of one could ameliorate the poor performance of the other. Instead, you are subject to the full risks of whichever of the
underlying shares are the worst performing underlying shares.

?
Y ou w ill not be ne fit in a ny w a y from t he pe rform a nc e of t he be t t e r pe rform ing unde rlying sha re s. The return on the
securities depends solely on the performance of the worst performing underlying shares, and you will not benefit in any way from the
performance of the better performing underlying shares. The securities may underperform a similar investment in both of the underlying
shares or a similar alternative investment linked to a basket composed of the underlying shares, since in either such case the performance
of the better performing underlying shares would be blended with the performance of the worst performing underlying shares, resulting in a
better return than the return of the worst performing underlying shares.

?
Y ou w ill be subje c t t o risk s re la t ing t o t he re la t ionship be t w e e n t he unde rlying sha re s. It is preferable from your
perspective for the underlying shares to be correlated with each other, in the sense that they tend to increase or decrease at similar times
and by similar magnitudes. By investing in the securities, you assume the risk that the underlying shares will not exhibit this
relationship. The less correlated the underlying shares, the more likely it is that either one of the underlying shares will perform poorly
over the term of the securities. All that is necessary for the securities to perform poorly is for one of the underlying shares to perform
poorly; the performance of the underlying shares that are not the worst performing underlying shares is not relevant to your return on the
securities. It is impossible to predict what the relationship between the underlying shares will be over the term of the securities.

?
H ighe r c ont inge nt c oupon ra t e s a re a ssoc ia t e d w it h gre a t e r risk . The securities offer contingent coupon payments at an
annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the
same maturity. This higher potential yield is associated with greater levels of expected risk as of the pricing date for the securities,
including the risk that you may not receive a contingent coupon payment on one or more, or any, contingent coupon payment dates and
the risk that the amount you receive at maturity may be significantly less than the stated principal amount of your securities and may be
zero. The volatility of and the correlation between the underlying shares are important factors affecting these risks. Greater expected
volatility of and lower expected correlation between the underlying shares as of the pricing date may result in a higher contingent coupon
rate, but would also represent a greater expected likelihood as of the pricing date that the closing price of the worst performing underlying
shares will be less than the applicable coupon barrier price on one or more valuation dates, such that you will not receive one or more, or
any, contingent coupon payments during the term of the securities,

October 2017
PS-5

Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of
Bristol-Myers Squibb Company and the Common Stock of Merck & Co., Inc. Due October 30, 2024
and that the closing price of the worst performing underlying shares will be less than the applicable final barrier price on the final valuation
date, such that you will not be repaid the stated principal amount of your securities at maturity.

?
Y ou m a y not be a de qua t e ly c om pe nsa t e d for a ssum ing t he dow nside risk of t he w orst pe rform ing unde rlying
sha re s. The potential contingent coupon payments on the securities are the compensation you receive for assuming the downside risk of
the worst performing underlying shares, as well as all the other risks of the securities. That compensation is effectively "at risk" and may,
therefore, be less than you currently anticipate. First, the actual yield you realize on the securities could be lower than you anticipate
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because the coupon is "contingent" and you may not receive a contingent coupon payment on one or more, or any, of the contingent
coupon payment dates. Second, the contingent coupon payments are the compensation you receive not only for the downside risk of the
worst performing underlying shares, but also for all of the other risks of the securities, including the risk that the securities may be
automatically redeemed prior to maturity, interest rate risk and our and Citigroup Inc.'s credit risk. If those other risks increase or are
otherwise greater than you currently anticipate, the contingent coupon payments may turn out to be inadequate to compensate you for all
the risks of the securities, including the downside risk of the worst performing underlying shares.

?
T he se c urit ie s m a y be a ut om a t ic a lly c a lle d prior t o m a t urit y, lim it ing your opport unit y t o re c e ive c ont inge nt
c oupon pa ym e nt s. On any potential redemption date, beginning in October 2018 and ending in July 2024, the securities will be
automatically called if the closing price of the worst performing underlying shares on that potential redemption date is greater than or equal
to the applicable initial share price. Thus, the term of the securities may be limited to as short as one year. If the securities are called prior
to maturity, you will not receive any additional contingent coupon payments. Moreover, you may not be able to reinvest your funds in
another investment that provides a similar yield with a similar level of risk.

?
T he se c urit ie s offe r dow nside e x posure t o t he unde rlying sha re s, but no upside e x posure t o t he unde rlying sha re s.
You will not participate in any appreciation in the price of the underlying shares over the term of the securities. Consequently, your return
on the securities will be limited to the contingent coupon payments you receive, if any, and may be significantly less than the return on the
underlying shares over the term of the securities. In addition, you will not receive any dividends or other distributions or any other rights
with respect to the underlying shares.

?
T he pe rform a nc e of t he se c urit ie s w ill de pe nd on t he c losing pric e s of t he unde rlying sha re s sole ly on t he
re le va nt va lua t ion da t e s, w hic h m a k e s t he se c urit ie s pa rt ic ula rly se nsit ive t o t he vola t ilit y of t he unde rlying
sha re s. Whether the contingent coupon will be paid for any given quarter and whether the securities will be automatically redeemed prior
to maturity will depend on the closing prices of the underlying shares solely on the applicable valuation dates, regardless of the closing
prices of the underlying shares on other days during the term of the securities. If the securities are not automatically redeemed, what you
receive at maturity will depend solely on the closing price of the worst performing underlying shares on the final valuation date, and not on
any other day during the term of the securities. Because the performance of the securities depends on the closing prices of the underlying
shares on a limited number of dates, the securities will be particularly sensitive to volatility in the closing prices of the underlying shares.
You should understand that each of the underlying shares has historically been highly volatile.

?
T he se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc . If we
default on our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive any amounts
owed to you under the securities.

?
T he se c urit ie s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o
m a t urit y. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
securities. CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the
securities on a daily basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI's sole discretion,
taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can
be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any
time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the securities
because it is likely that CGMI will be the only broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor
must be prepared to hold the securities until maturity.

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

?
T he e st im a t e d va lue of t he se c urit ie s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing
m ode ls. CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In
doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of and correlation between the
underlying shares, the dividend yields on the underlying shares and interest rates. CGMI's views on these inputs may differ from

October 2017
PS-6

Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of
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Bristol-Myers Squibb Company and the Common Stock of Merck & Co., Inc. Due October 30, 2024
your or others' views, and as an underwriter in this offering, CGMI's interests may conflict with yours. Both the models and the inputs to
the models may prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value
of the securities set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for
the securities for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated
value of the securities. Instead, you should be willing to hold the securities to maturity irrespective of the initial estimated value.

?
T he e st im a t e d va lue of t he se c urit ie s w ould be low e r if it w e re c a lc ula t e d ba se d on our se c onda ry m a rk e t ra t e .
The estimated value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate
at which we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than our
secondary market rate, which is the rate that CGMI will use in determining the value of the securities for purposes of any purchases of the
securities from you in the secondary market. If the estimated value included in this pricing supplement were based on our secondary
market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as
the costs associated with the securities, which are generally higher than the costs associated with conventional debt securities, and our
liquidity needs and preferences. Our internal funding rate is not the same as the coupon that is payable on the securities.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines our secondary
market rate based on the market price of traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the
guarantor of all payments due on the securities, but subject to adjustments that CGMI makes in its sole discretion. As a result, our
secondary market rate is not a market-determined measure of our creditworthiness, but rather reflects the market's perception of our
parent company's creditworthiness as adjusted for discretionary factors such as CGMI's preferences with respect to purchasing the
securities prior to maturity.

?
T he e st im a t e d va lue of t he se c urit ie s is not a n indic a t ion of t he pric e , if a ny, a t w hic h CGM I or a ny ot he r pe rson
m a y be w illing t o buy t he se c urit ie s from you in t he se c onda ry m a rk e t . Any such secondary market price will fluctuate over
the term of the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value
included in this pricing supplement, any value of the securities determined for purposes of a secondary market transaction will be based on
our secondary market rate, which will likely result in a lower value for the securities than if our internal funding rate were used. In addition,
any secondary market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated
principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding related
hedging transactions. As a result, it is likely that any secondary market price for the securities will be less than the issue price.

?
T he va lue of t he se c urit ie s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors. The value of your
securities prior to maturity will fluctuate based on the price and volatility of the underlying shares and a number of other factors, including
the correlation between the underlying shares, dividend yields on the underlying shares, interest rates generally, the time remaining to
maturity and our and Citigroup Inc.'s creditworthiness, as reflected in our secondary market rate. Changes in the prices of the underlying
shares may not result in a comparable change in the value of your securities. You should understand that the value of your securities at
any time prior to maturity may be significantly less than the issue price.

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

?
Our offe ring of t he se c urit ie s is not a re c om m e nda t ion of e it he r of t he unde rlying sha re s. The fact that we are offering
the securities does not mean that we believe that investing in an instrument linked to either of the underlying shares 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
underlying shares or in instruments related to the underlying shares and may publish research or express opinions, that in each case are
inconsistent with an investment linked to the underlying shares. These and other of our affiliates' activities may affect the prices of the
underlying shares in a way that has a negative impact on your interests as a holder of the securities.

?
T he pric e s of t he unde rlying sha re s m a y be a dve rse ly a ffe c t e d by our or our a ffilia t e s' he dging a nd ot he r t ra ding
a c t ivit ie s. We have hedged our obligations under the securities through CGMI or other of our affiliates, who have taken positions
directly in the underlying shares and other financial instruments related to the underlying shares and may adjust such positions during the
term of the securities. Our affiliates also trade the underlying shares and other financial instruments related to the underlying shares 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 prices of the underlying shares in a way that negatively affects the
value of the securities. They could also result in substantial returns for us or our affiliates while the value of the securities declines.

?
We a nd our a ffilia t e s m a y ha ve e c onom ic int e re st s t ha t a re a dve rse t o yours a s a re sult of our a ffilia t e s' busine ss
a c t ivit ie s. Our affiliates may currently or from time to time engage in business with any underlying share issuer, including extending
loans to, making equity investments in or providing advisory services to those issuers. In the course of this business, we or our affiliates
may acquire non-public information about the underlying share issuers, which we will not disclose to you. Moreover,

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October 2017
PS-7

Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of
Bristol-Myers Squibb Company and the Common Stock of Merck & Co., Inc. Due October 30, 2024
if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against that issuer that are available to
them without regard to your interests.

?
Y ou w ill ha ve no right s a nd w ill not re c e ive divide nds w it h re spe c t t o t he unde rlying sha re s. You should understand
that you will not receive any dividend payments under the securities. In addition, if any change to the underlying shares is proposed, such
as an amendment to either underlying share issuer's organizational documents, you will not have the right to vote on such change. Any
such change may adversely affect the market price of the applicable underlying shares.

?
Eve n if e it he r unde rlying sha re issue r pa ys a divide nd t ha t it ide nt ifie s a s spe c ia l or e x t ra ordina ry, no a djust m e nt
w ill be re quire d unde r t he se c urit ie s for t ha t divide nd unle ss it m e e t s t he c rit e ria spe c ifie d in t he a c c om pa nying
produc t supple m e nt . In general, an adjustment will not be made under the terms of the securities for any cash dividend paid on either
of the underlying shares unless the amount of the dividend per share, together with any other dividends paid in the same fiscal quarter,
exceeds the dividend paid per share in the most recent fiscal quarter by an amount equal to at least 10% of the closing price of the
applicable shares on the date of declaration of the dividend. Any dividend will reduce the closing price of the applicable underlying shares
by the amount of the dividend per share. If the applicable underlying share issuer pays any dividend for which an adjustment is not made
under the terms of the securities, holders of the securities may be adversely affected. See "Description of the Securities--Certain
Additional Terms for Securities Linked to Company Shares or ETF Shares--Dilution and Reorganization Adjustments--Certain
Extraordinary Cash Dividends" in the accompanying product supplement.

?
T he se c urit ie s w ill not be a djust e d for a ll e ve nt s t ha t c ould a ffe c t t he pric e of e it he r of t he unde rlying sha re s. For
example, we will not make any adjustment for ordinary dividends or extraordinary dividends that do not meet the criteria described above,
partial tender offers or additional public offerings of the underlying shares. Moreover, the adjustments we do make may not fully offset the
dilutive or adverse effect of the particular event. Investors in the securities may be adversely affected by such an event in a circumstance
in which a direct holder of either of the underlying shares would not.

?
I f e it he r of t he unde rlying sha re s a re de list e d, w e m a y c a ll t he se c urit ie s prior t o m a t urit y for a n a m ount t ha t m a y
be le ss t ha n t he st a t e d princ ipa l a m ount . If we exercise this call right, you will receive the amount described under "Description
of the Securities--Certain Additional Terms for Securities Linked to Company Shares or ETF Shares--Delisting of Company Shares" in the
accompanying product supplement. This amount may be less, and possibly significantly less, than the stated principal amount of the
securities.

?
T he se c urit ie s m a y be c om e link e d t o sha re s of a n issue r ot he r t ha n e it he r origina l unde rlying sha re issue r upon
t he oc c urre nc e of a re orga niza t ion e ve nt or upon t he de list ing of e it he r of t he unde rlying sha re s. For example, if
either underlying share issuer enters into a merger agreement that provides for holders of the applicable underlying shares to receive stock
of another entity, the stock of such other entity will become the applicable underlying shares for all purposes of the securities upon
consummation of the merger. Additionally, if the applicable underlying shares are delisted and we do not exercise our call right, the
calculation agent may, in its sole discretion, select shares of another issuer to be the applicable underlying shares. See "Description of the
Securities--Certain Additional Terms for Securities Linked to Company Shares or ETF Shares--Dilution and Reorganization Adjustments"
and "--Delisting of Company Shares" in the accompanying product supplement.

?
T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of ours, w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t t o t he
se c urit ie s. If certain events occur, such as market disruption events, corporate events with respect to either of the underlying share
issuers that may require a dilution adjustment or the delisting of the applicable underlying shares, CGMI, as calculation agent, will be
required to make discretionary judgments that could significantly affect what you receive at maturity. In making these judgments, the
calculation agent's interests as an affiliate of ours could be adverse to your interests as a holder of the securities.

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

October 2017
PS-8

Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of
Bristol-Myers Squibb Company and the Common Stock of Merck & Co., Inc. Due October 30, 2024
Non-U.S. investors should note that persons having withholding responsibility in respect of the securities may withhold on any coupon
payment paid to a non-U.S. investor, generally at a rate of 30%. To the extent that we have withholding responsibility in respect of the
securities, we intend to so withhold.

In addition, Section 871(m) of the Internal Revenue Code of 1986, as amended (the "Code"), imposes a withholding tax of up to 30% on
"dividend equivalents" paid or deemed paid to non-U.S. investors in respect of certain financial instruments linked to U.S. equities. In light
of IRS regulations providing a general exemption for financial instruments issued in 2017 that do not have a "delta" of one, the securities
should not be subject to withholding under Section 871(m). However, the IRS could challenge this conclusion.

We will not be required to pay any additional amounts with respect to amounts withheld.

Information About Bristol-Myers Squibb Company

Bristol-Myers Squibb Company is a global biopharmaceutical company engaged in the discovery, development, licensing, manufacturing,
marketing, distribution and sale of biopharmaceutical products. The common stock of Bristol-Myers Squibb Company is registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Information provided to or filed with the SEC by Bristol-Myers Squibb
Company pursuant to the Exchange Act can be located by reference to the SEC file number 001-01136 through the SEC's website at
http://www.sec.gov. In addition, information regarding Bristol-Myers Squibb Company may be obtained from other sources including, but not
limited to, press releases, newspaper articles and other publicly disseminated documents. The common stock of Bristol-Myers Squibb
Company trades on the New York Stock Exchange under the ticker symbol "BMY."

T his pric ing supple m e nt re la t e s only t o t he se c urit ie s offe re d he re by a nd doe s not re la t e t o t he c om m on st oc k of
Brist ol-M ye rs Squibb Com pa ny or ot he r se c urit ie s of Brist ol-M ye rs Squibb Com pa ny. We ha ve de rive d a ll disc losure s
c ont a ine d in t his pric ing supple m e nt re ga rding Brist ol-M ye rs Squibb Com pa ny from t he public ly a va ila ble doc um e nt s
de sc ribe d a bove . I n c onne c t ion w it h t he offe ring of t he se c urit ie s, none of Cit igroup Globa l M a rk e t s H oldings I nc .,
Cit igroup I nc . or CGM I ha s pa rt ic ipa t e d in t he pre pa ra t ion of suc h doc um e nt s or m a de a ny due dilige nc e inquiry w it h
re spe c t t o Brist ol-M ye rs Squibb Com pa ny.

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. Bristol-Myers Squibb
Company is not involved in any way in this offering and has no obligation relating to the securities or to holders of the securities.

Neither we nor any of our affiliates make any representation to you as to the performance of the common stock of Bristol-Myers Squibb
Company.

Historical Information

The graph below shows the closing prices of the shares of common stock of Bristol-Myers Squibb Company for each day such price was
available from January 3, 2012 to October 23, 2017. The table that follows shows the high and low closing prices of, and dividends paid on,
the common stock of Bristol-Myers Squibb Company for each quarter in that same period. We obtained the closing prices and other
information below from Bloomberg L.P., without independent verification. If certain corporate transactions occurred during the historical period
shown below, including, but not limited to, spin-offs or mergers, then the closing prices of the shares of common stock of Bristol-Myers Squibb
Company shown below for the period prior to the occurrence of any such transaction have been adjusted by Bloomberg L.P. as if any such
transaction had occurred prior to the first day in the period shown below. You should not take the historical prices of the common stock of
Bristol-Myers Squibb Company as an indication of future performance.

October 2017
PS-9

Citigroup Global Markets Holdings Inc.
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