Obligation Citi Global Markets 7.25% ( US17324CQ668 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17324CQ668 ( en USD )

7.25% par an ( paiement semestriel )

27/12/2024 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CQ668 en USD 7.25%, échue

1 000 USD

17324CQ66

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 US17324CQ668, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/12/2024

424B2 1 dp84350_424b2-us1741156.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
De c e m be r 1 9 , 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 8 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 ConocoPhillips and the Common Stock of Chevron Corporation Due December 27, 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 Chevron Corporation and the shares of common stock of
ConocoPhillips (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 sha re s:
U nde rlying sha re s
I nit ia l sha re pric e *
Coupon ba rrie r
Fina l ba rrie r pric e * * *
pric e * *
Shares of Common

$52.68
$31.608
$31.608
Stock of ConocoPhillips
Shares of Common

Stock of Chevron
$119.84
$71.904
$71.904
Corporation

* 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
$2,000,000
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 :
December 19, 2017
I ssue da t e :
December 22, 2017. See "Supplemental Plan of Distribution" in this pricing supplement for additional
information.
V a lua t ion da t e s:
March 19, 2018, June 19, 2018, September 19, 2018, December 19, 2018, March 19, 2019, June 19,
2019, September 19, 2019, December 19, 2019, March 19, 2020, June 19, 2020, September 21, 2020,
December 21, 2020, March 19, 2021, June 21, 2021, September 20, 2021, December 20, 2021, March
21, 2022, June 20, 2022, September 19, 2022, December 19, 2022, March 20, 2023, June 19, 2023,
September 19, 2023, December 19, 2023, March 19, 2024, June 19, 2024, September 19, 2024 and
December 19, 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
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M a t urit y da t e :
Unless earlier redeemed, December 27, 2024
Cont inge nt c oupon
For each valuation date, the fifth business day after such valuation date, except that the contingent
pa ym e nt da t e s:
coupon payment date for the final valuation date will be the maturity date
Cont inge nt c oupon:
On each quarterly contingent coupon payment date, unless previously redeemed, the securities will pay
a contingent coupon equal to 1.8125% (approximately 7.25% 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 m a t urit y: If the securities are not automatically redeemed prior to maturity, you will be entitled to receive at
maturity for each 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
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
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r (3)
issue pric e :
Pe r se c urit y:
$1,000.00
$40.00
$960.00
T ot a l:
$2,000,000.00
$67,000.00
$1,933,000.00
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $928.70 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. For more information on the distribution of the securities, see
"Supplemental Plan of Distribution" in this pricing supplement. The total underwriting fees and proceeds to issuer in the table above give effect to the actual
total 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 ConocoPhillips and the Common Stock of
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Chevron Corporation Due December 27, 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
re de m pt ion:
than or 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 December 2018 and ending in September 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
pe rform a nc e
divided 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
unde rlying
date
sha re s:
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17324CQ66 / US17324CQ668
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 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.

December 2017
PS-2
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Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of ConocoPhillips and the Common Stock of
Chevron Corporation Due December 27, 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
$52.68
$31.608 (60% of the applicable
$31.608 (60% of the
ConocoPhillips
initial share price)
applicable initial share price)
Shares of common stock of Chevron
$119.84
$71.904 (60% of the applicable
$71.904 (60% of the
Corporation
initial share price)
applicable initial share price)
Cont inge nt c oupon ra t e :
7.25% per annum (1.8125% 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
H ypot he t ic a l c losing pric e of t he
c oupon pa ym e nt pe r
of t he sha re s of c om m on
sha re s of c om m on st oc k of
se c urit y a nd a ny pa ym e nt
st oc k of Che vron
Conoc oPhillips
upon a n a ut om a t ic e a rly
Corpora t ion
re de m pt ion
$39.51
$143.81
Ex a m ple 1
(Share performance factor =
(Share performance factor =
$ 1 8 .1 2 5
$39.51 / $52.68 = 0.75)
$143.81 / $119.84 = 1.20)
$57.95
$53.93
Ex a m ple 2
(Share performance factor =
(Share performance factor =
$ 0 .0 0
$57.95 / $52.68 = 1.10)
$53.93 / $119.84 = 0.45)
$ 1 ,0 1 8 .1 2 5 ($ 1 ,0 0 0 st a t e d
$63.22
$131.82
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
$63.22 / $52.68 = 1.20)
$131.82 / $119.84 = 1.10)
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 ConocoPhillips 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 $18.125 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 Chevron Corporation 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
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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 $1,018.125. 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.

December 2017
PS-3
Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of ConocoPhillips and the Common Stock of
Chevron Corporation Due December 27, 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 Che vron
m a t urit y pe r se c urit y
Conoc oPhillips
Corpora t ion
$55.31
$121.04
Ex a m ple 4
(Share performance factor =
(Share performance factor =
$ 1 ,0 1 8 .1 2 5
$55.31 / $52.68 = 1.05)
$121.04 / $119.84 = 1.01)
$15.80
$107.86
Ex a m ple 5
(Share performance factor =
(Share performance factor =
$ 3 0 0 .0 0
$15.80 / $52.68 = 0.30)
$107.86 / $119.84 = 0.90)
$0.00
$83.89
Ex a m ple 6
(Share performance factor =
(Share performance factor =
$ 0 .0 0
$0.00 / $52.68 = 0.00)
$83.89 / $119.84 = 0.70)

Ex a m ple 4 : In this example, the shares of common stock of Chevron Corporation 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
$18.125 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 ConocoPhillips 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 ConocoPhillips 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
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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 ConocoPhillips 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 ConocoPhillips 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.

December 2017
PS-4
Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of ConocoPhillips and the Common Stock of
Chevron Corporation Due December 27, 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 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.

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?
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,

December 2017
PS-5
Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of ConocoPhillips and the Common Stock of
Chevron Corporation Due December 27, 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 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 December 2018 and ending in September
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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

December 2017
PS-6
Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of ConocoPhillips and the Common Stock of
Chevron Corporation Due December 27, 2024
https://www.sec.gov/Archives/edgar/data/200245/000095010317012671/dp84350_424b2-us1741156.htm[12/22/2017 9:41:20 AM]

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
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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,

December 2017
PS-7
Citigroup Global Markets Holdings Inc.
Autocallable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Common Stock of ConocoPhillips and the Common Stock of
Chevron Corporation Due December 27, 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.

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