Obligation Citi Global Markets 0% ( US17324XCW83 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17324XCW83 ( en USD )

01/09/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324XCW83 en USD 0%, échue

1 000 USD

1 050 000 USD

17324XCW8

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 US17324XCW83, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/09/2022

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324XCW83, a été notée NR par l'agence de notation Moody's.

424B2 1 dp79964_424b2-us1733617.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
August 2 8 , 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 6 5 6
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -2 1 6 3 7 2 a nd 3 3 3 -2 1 6 3 7 2 -0 1
Enhanced Barrier Digital Plus Securities Based on Shares of the SPDR® Dow Jones® Industrial Average ETF Trust
Due September 1, 2022
Ove rvie w
? The securities offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings Inc. and
guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay a fixed amount of
principal at maturity. Instead, the securities offer a payment at maturity that may be greater than or less than the stated principal amount,
depending on the performance of shares of the SPDR® Dow Jones® Industrial Average ETF Trust (the "underlying shares") from the initial
share price to the final share price.
? The securities offer modified exposure to the performance of the underlying shares, with (i) a minimum positive return at maturity so long as
the final share price is greater than or equal to 80.00% of the initial share price and (ii) 1-to-1 participation in any appreciation of the
underlying shares in excess of the minimum positive return. In exchange, investors in the securities must be willing to forgo any dividends
that may be paid on the underlying shares. In addition, investors in the securities must be willing to accept full downside exposure to the
underlying shares if the underlying shares depreciate by more than 20.00%. I f t he unde rlying sha re s de pre c ia t e by m ore t ha n
2 0 .0 0 % from t he pric ing da t e t o t he va lua t ion da t e , you w ill not be re pa id t he st a t e d princ ipa l a m ount of your
se c urit ie s a t m a t urit y a nd, inst e a d, w ill re c e ive unde rlying sha re s (or, in our sole disc re t ion, c a sh ba se d on t he
va lue of t hose sha re s) t ha t w ill be w ort h le ss t ha n your init ia l inve st m e nt a nd possibly w ort h not hing. Y ou m a y lose
up t o your e nt ire inve st m e nt in t he se c urit ie s.
? In order to obtain the modified exposure to the underlying shares that the securities provide, investors must be willing to accept (i) an
investment that may have limited or no liquidity and (ii) the risk of not receiving any cash payment or delivery of underlying shares due under
the securities if we and Citigroup Inc. default on our obligations. All pa ym e nt s a nd/or de live rie 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:
Shares of the SPDR® Dow Jones® Industrial Average ETF Trust (NYSE Arca symbol: "DIA") (the
"underlying share issuer" or "ETF")
Aggre ga t e st a t e d princ ipa l
$1,050,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
August 28, 2017
I ssue da t e :
August 31, 2017
V a lua t ion da t e :
August 29, 2022, subject to postponement if such date is not a scheduled trading day or if certain
market disruption events occur
M a t urit y da t e :
September 1, 2022
Pa ym e nt a t m a t urit y:
For each $1,000 stated principal amount security you hold at maturity:
? If the final share price is gre a t e r t ha n or e qua l t o the barrier price:
$1,000 + the greater of (i) the fixed return amount and (ii) $1,000 × the share percent increase
? If the final share price is le ss t ha n the barrier price:
A number of underlying shares equal to the equity ratio (or, in our sole discretion, cash in an amount
equal to the equity ratio multiplied by the final share price)
I f t he fina l sha re pric e is le ss t ha n t he ba rrie r pric e , you w ill re c e ive unde rlying
sha re s (or, in our sole disc re t ion, c a sh) w ort h le ss t ha n 8 0 .0 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. Y ou should not inve st in
t he se c urit ie s unle ss you a re w illing a nd a ble t o be a r t he risk of losing a signific a nt
port ion of your inve st m e nt .
I nit ia l sha re pric e :
$217.94, the closing price of the underlying shares on the pricing date
Fina l sha re pric e :
The closing price of the underlying shares on the valuation date
Fix e d re t urn a m ount :
$180.00 per security (18.00% of the stated principal amount). You will receive the fixed return amount
only if the final share price is greater than or equal to the barrier price.
Equit y ra t io:
4.58842, the stated principal amount divided by the initial share price, subject to adjustment as described
in this pricing supplement
Sha re pe rc e nt inc re a se :
The final share price minus the initial share price, divided by the initial share price
Ba rrie r pric e :
$174.352, 80.00% of the initial share price
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17324XCW8 / US17324XCW83
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd issue
I ssue pric e (1)(2)
U nde rw rit ing fe e (3)
Proc e e ds t o issue r
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pric e :
Pe r se c urit y:
$1,000.00
$30.00
$970.00
T ot a l:
$1,050,000.00
$31,500.00
$1,018,500.00
(1) On the date of this pricing supplement, the estimated value of the securities is $921.70 per security, which is less than the issue
price. The estimated value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication
of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to
buy the securities from you at any time after issuance. See "Valuation of the Securities" in this pricing supplement.
(2) The issue price for investors purchasing the securities in fee-based advisory accounts will be $970.00 per security, assuming no custodial
fee is charged by a selected dealer, and up to $975.00 per security, assuming the maximum custodial fee is charged by a selected
dealer. See "Supplemental Plan of Distribution" in this pricing supplement.
(3) 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.
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 -4 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d
of t he 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 2 -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.
Enhanced Barrier Digital Plus Securities Based on Shares of the SPDR® Dow Jones® Industrial Average ETF Trust
Due September 1, 2022
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 what you receive at
maturity, such as market disruption events and other events affecting the underlying shares. These events and their consequences are
described in the accompanying product supplement in the section "Description of the Securities--Certain Additional Terms for Securities
Linked to ETF Shares or Company Shares--Consequences of a Market Disruption Event; Postponement of a Valuation Date" 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.

Dilut ion a nd Re orga niza t ion Adjust m e nt s. The initial share price, the barrier price and the equity ratio are each subject to adjustment
upon the occurrence of any of the events described in the section "Additional Terms of the Securities--Dilution and Reorganization
Adjustments" in this pricing supplement. That section supersedes the section "Description of the Securities--Certain Additional Terms for
Securities Linked to ETF Shares or Company Shares--Dilution and Reorganization Adjustments" in the accompanying product supplement.

Prospe c t us for ET F. In addition to this pricing supplement and the accompanying product supplement, prospectus supplement and
prospectus, you should read the prospectus for the ETF and its supplements on file at the SEC website, which can be accessed via the
hyperlinks below. The contents of that prospectus, its supplements and any documents incorporated by reference therein are not incorporated
by reference herein or in any way made a part hereof.

Prospectus dated February 14, 2017: http://www.sec.gov/Archives/edgar/data/1041130/000119312517044965/d320249d497.htm

Supplement dated April 13, 2017: http://www.sec.gov/Archives/edgar/data/1041130/000119312517123385/d375443d497.htm

Supplement dated April 28, 2017: http://www.sec.gov/Archives/edgar/data/1041130/000119312517146450/d386132d497.htm

Hypothetical Examples

The diagram below illustrates the value of what you will receive at maturity for a range of hypothetical percentage changes from the initial
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share price to the final share price. On the maturity date, the value of any underlying shares you receive may differ from their value on the
valuation date.

I nve st ors in t he se c urit ie s w ill not re c e ive a ny divide nds on t he unde rlying sha re s or t he st oc k s inc lude d in or he ld by
t he ET F. T he dia gra m a nd e x a m ple s be low do not show a ny e ffe c t of lost divide nd yie ld ove r t he t e rm of t he
se c urit ie s. See "Summary Risk Factors--You will not have voting rights, rights to receive any dividends or other distributions or any other
rights with respect to the underlying shares unless and until you receive underlying shares at maturity" below.

August 2017
PS-2

Citigroup Global Markets Holdings Inc.
Enhanced Barrier Digital Plus Securities Based on Shares of the SPDR® Dow Jones® Industrial Average ETF Trust
Due September 1, 2022
Enha nc e d Ba rrie r Digit a l Plus Se c urit ie s
Pa ym e nt a t M a t urit y Dia gra m

What you actually receive at maturity per security will depend on the actual final share price. The examples below are intended to illustrate how
what you receive at maturity will depend on whether the final share price is greater than or less than the initial share price and by how much.

Ex a m ple 1 --U pside Sc e na rio A. The hypothetical final share price is $228.84 (an approximately 5.00% increase from the initial share
price), which is gre a t e r t ha n the initial share price by le ss t ha n the fixed return of 18.00%.

Payment at maturity per security = $1,000 + the greater of (i) the fixed return amount and (ii) $1,000 × the share percent increase

= $1,000 + the greater of (i) $180.00 and (ii) $1,000 × 5.00%

= $1,000 + $180.00

= $1,180.00

Because the underlying shares appreciated from the initial share price to the hypothetical final share price and the fixed return amount is
greater than the 5.00% return you would have received based on the performance of the underlying shares, your total return on the securities
at maturity in this scenario would equal the fixed return of 18.00%.

Ex a m ple 2 --U pside Sc e na rio B. The hypothetical final share price is $326.91 (an approximately 50.00% increase from the initial share
price), which is gre a t e r t ha n the initial share price by m ore t ha n the fixed return of 18.00%.

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Payment at maturity per security = $1,000 + the greater of (i) the fixed return amount and (ii) $1,000 × the share percent increase

= $1,000 + the greater of (i) $180.00 and (ii) $1,000 × 50.00%

= $1,000 + $500.00

= $1,500.00

Because the underlying shares appreciated from the initial share price to the hypothetical final share price and the 50.00% return based on the
performance of the underlying shares is greater than the fixed return amount, your total return on the securities at maturity in this scenario
would reflect 1-to-1 exposure to the positive performance of the underlying shares.

Ex a m ple 3 --U pside Sc e na rio C. The hypothetical final share price is $207.04 (an approximately 5.00% decrease from the initial share
price), which is le ss t ha n the initial share price but gre a t e r t ha n the barrier price.

August 2017
PS-3

Citigroup Global Markets Holdings Inc.
Enhanced Barrier Digital Plus Securities Based on Shares of the SPDR® Dow Jones® Industrial Average ETF Trust
Due September 1, 2022
Payment at maturity per security = $1,000 + the greater of (i) the fixed return amount and (ii) $1,000 × the share percent increase

= $1,000 + the greater of (i) $180.00 and (ii) $1,000 × -5.00%

= $1,000 + $180.00

= $1,180.00

Because the underlying shares did not depreciate from the initial share price to the hypothetical final share price by more than 20.00%, your
payment at maturity in this scenario would be equal to the fixed return of 18.00%, even though the hypothetical final share price is less than
the initial share price.

Ex a m ple 4 --Dow nside Sc e na rio. The hypothetical final share price is $65.38 (an approximately 70.00% decrease from the initial share
price), which is le ss t ha n the barrier price.

What you would receive at maturity per security = A number of underlying shares equal to the equity ratio (or, in our sole discretion, cash in an
amount equal to the equity ratio × the final share price)

= 4.58842 underlying shares, with an aggregate cash value (based on the final share price) of $300.00

Because the underlying shares depreciated from the initial share price to the hypothetical final share price by more than 20.00%, you would not
be repaid the stated principal amount of your securities at maturity and instead would receive a number of underlying shares (or, in our sole
discretion, cash based on the value thereof) worth less than the stated principal amount. In this example, the underlying shares have
depreciated by 70.00% from their initial share price to their final share price, and the value of what you receive at maturity (based on the final
share price) is worth 70.00% less than your initial investment.

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 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
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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 repay a fixed amount of
principal at maturity. Instead, the value of what you receive at maturity will depend on the performance of the underlying shares. If the final
share price is less than the barrier price, you will not receive the stated principal amount of your securities at maturity and, instead, will
receive underlying shares (or, in our sole discretion, cash based on the value thereof) that will be worth less than your initial investment in
the securities and may be worth nothing. There is no minimum payment at maturity on the securities, and you may lose up to all of your
investment.

We may elect, in our sole discretion, to pay you cash at maturity in lieu of delivering any underlying shares. If we elect to pay you cash at
maturity in lieu of delivering any underlying shares, the amount of that cash may be less than the market value of the underlying shares on
the maturity date because the market value will likely fluctuate between the valuation date and the maturity date. Conversely, if we do not
exercise our cash election right and instead deliver underlying shares to you on the maturity date, the market value of such underlying
shares may be less than the cash amount you would have received if we had exercised our cash election right. We will have no obligation
to take your interests into account when deciding whether to exercise our cash election right.

?
T he ba rrie r fe a t ure of t he se c urit ie s e x pose s you t o pa rt ic ula r risk s. While you will receive a minimum positive return if the
underlying shares do not depreciate from the initial share price to the final share price by more than 20.00%, if the underlying shares do
depreciate by more than 20.00% and as a result the final share price is less than the barrier price, you will receive underlying shares (or,
in our sole discretion, cash based on the value thereof) that will be worth less than $800.00 per security and may be worth nothing.
Therefore, the securities offer no protection at all if the underlying shares depreciate by more than 20.00% from the initial share price to
the final share price. As a result, you may lose your entire investment in the securities.

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

August 2017
PS-4

Citigroup Global Markets Holdings Inc.
Enhanced Barrier Digital Plus Securities Based on Shares of the SPDR® Dow Jones® Industrial Average ETF Trust
Due September 1, 2022
?
Y ou w ill not ha ve vot ing right s, right s t o re c e ive a ny divide nds or ot he r dist ribut ions or a ny ot he r right s w it h
re spe c t t o t he unde rlying sha re s unle ss a nd unt il you re c e ive unde rlying sha re s a t m a t urit y. As of August 28, 2017,
the trailing 12-month dividend yield of the underlying shares was approximately 2.12%. While it is impossible to know the future dividend
yield of the underlying shares, if this trailing 12-month dividend yield were to remain constant for the term of the securities, you would be
forgoing an aggregate yield of approximately 10.60% (assuming no reinvestment of dividends) by investing in the securities instead of
investing directly in the underlying shares or in another investment linked to the underlying shares that provides for a pass-through of
dividends. The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield over the term of the
securities. Furthermore, if any change to the underlying shares is proposed, such as an amendment to the underlying share issuer's
organizational documents, you will not have the right to vote on such change, but you will be subject to such change in the event you
receive underlying shares at maturity. Any such change may adversely affect the market price of the underlying shares.

?
Wha t you re c e ive a t m a t urit y de pe nds on t he c losing pric e of t he unde rlying sha re s on a single da y. Because what
you receive at maturity depends on the closing price of the underlying shares solely on the valuation date, you are subject to the risk that
the closing price of the underlying shares on that day may be lower, and possibly significantly lower, than on one or more other dates
during the term of the securities. If you had invested directly in the underlying shares or in another instrument linked to the underlying
shares that you could sell for full value at a time selected by you, or if the payment at maturity were based on an average of closing prices
of the underlying shares, you might have achieved better returns.

?
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 anything 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
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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 the underlying shares, dividend yields on the
underlying shares and the stocks held by the ETF and interest rates. CGMI's views on these inputs may differ from your or others' views,
and as an underwriter in this offering, CGMI's interests may conflict with yours. Both the models and the inputs to the models may prove to
be wrong and therefore not an accurate reflection of the value of the 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

August 2017
PS-5

Citigroup Global Markets Holdings Inc.
Enhanced Barrier Digital Plus Securities Based on Shares of the SPDR® Dow Jones® Industrial Average ETF Trust
Due September 1, 2022
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 an interest rate that we will pay to
investors in the securities, which do not bear interest.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines our secondary
market rate based on the market price of traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the
guarantor of all payments due on the 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 price and volatility of the securities held by the ETF, the dividend yields on the underlying shares and the securities held by the ETF,
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 price 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.

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?
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 doe s not c onst it ut e a re c om m e nda t ion 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 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 the securities held by the ETF over the term of the securities or in instruments related to the underlying shares over
the term of the securities and may publish research or express opinions, that in each case are inconsistent with an investment linked to the
underlying shares. These and other activities of our affiliates may affect the price 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 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 or the stocks held by the ETF 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 or the securities held by the ETF 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 price 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 the underlying share issuer or the issuers of the
securities held by the ETF, including extending loans to, making equity investments in or providing advisory services to such issuers. In the
course of this business, we or our affiliates may acquire non-public information about such issuers, which we will not disclose to you.
Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against such issuer that are
available to them without regard to your interests.

?
Eve n if t he 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 the

August 2017
PS-6

Citigroup Global Markets Holdings Inc.
Enhanced Barrier Digital Plus Securities Based on Shares of the SPDR® Dow Jones® Industrial Average ETF Trust
Due September 1, 2022
underlying shares unless the amount of the dividend per underlying share, together with any other dividends paid in the same fiscal
quarter, exceeds the dividend paid per underlying share in the most recent fiscal quarter by an amount equal to at least 10% of the closing
price of the underlying shares on the date of declaration of the dividend. Any dividend will reduce the closing price of the underlying
shares by the amount of the dividend per underlying share. If the underlying share issuer pays any dividend for which an adjustment is not
made under the terms of the securities, holders of the securities will be adversely affected. See "Additional Terms of the Securities--
Dilution and Reorganization Adjustments--Certain Extraordinary Cash Dividends" in this pricing 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 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. 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 the underlying shares would not.

?
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 t he 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 t he unde rlying sha re s. For example, if the underlying share
issuer enters into a merger agreement that provides for holders of the underlying shares to receive shares of another entity, the shares of
such other entity will become the underlying shares for all purposes of the securities upon consummation of the merger. Additionally, if
the underlying shares are delisted or the ETF is otherwise terminated, the calculation agent may, in its sole discretion, select shares of
another ETF to be the underlying shares. See "Additional Terms of the Securities" in this pricing 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, events with respect to the underlying share issuer that may require
a dilution adjustment or the delisting of the underlying shares, CGMI, as calculation agent, will be required to make discretionary judgments
that could significantly affect your payment at maturity. In making these judgments, the calculation agent's interests as an affiliate of ours
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could be adverse to your interests as a holder of the securities.

?
T he pric e a nd pe rform a nc e of t he unde rlying sha re s m a y not c om ple t e ly t ra c k t he pe rform a nc e of t he ET F
unde rlying inde x or t he ne t a sse t va lue pe r sha re of t he ET F. The underlying share issuer does not fully replicate the
underlying index that it seeks to track and may hold securities different from those included in its underlying index. In addition, the
performance of the underlying shares will reflect additional transaction costs and fees that are not included in the calculation of its
underlying index. The ETF may not hold all of the stocks included in, and may hold securities and derivative instruments that are not
included in, the index underlying the ETF. All of these factors may lead to a lack of correlation between the performance of the underlying
shares and its underlying index. In addition, corporate actions with respect to the equity securities constituting the ETF's underlying index
or held by the ETF (such as mergers and spin-offs) may impact the variance between the performances of the underlying shares and the
ETF's underlying index. Finally, because the underlying shares are traded on NYSE Arca, Inc. and are subject to market supply and
investor demand, the market value of the underlying shares may differ from the net asset value per share of the ETF.
During periods of market volatility, securities underlying the ETF may be unavailable in the secondary market, market participants may be
unable to calculate accurately the net asset value per share of the ETF and the liquidity of the underlying shares may be adversely
affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the ETF. Further,
market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell the
underlying shares. As a result, under these circumstances, the market value of the underlying shares may vary substantially from the net
asset value per share of the ETF. For all of the foregoing reasons, the performance of the underlying shares may not correlate with the
performance of the ETF's underlying index and/or the net asset value per share of the ETF, which could materially and adversely affect
the value of the securities in the secondary market and/or reduce your payment at maturity.

?
Cha nge s m a de by t he inve st m e nt a dvise r t o t he unde rlying sha re issue r or by t he sponsor of t he inde x unde rlying
t he ET F m a y a dve rse ly a ffe c t t he unde rlying sha re s. We are not affiliated with the trustee or sponsor of the underlying share
issuer or with the sponsor of the index underlying the ETF. Accordingly, we have no control over any changes such investment adviser or
sponsor may make to the underlying share issuer or the index underlying the ETF. Such changes could be made at any time and could
adversely affect the performance of the underlying shares.

?
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 prepaid forward contracts. If the IRS were successful in asserting an alternative treatment of the
securities, the tax consequences of the ownership and disposition of the securities might be materially and adversely affected. Even if the
treatment of the securities as prepaid forward contracts is respected, a security may be treated as a

August 2017
PS-7

Citigroup Global Markets Holdings Inc.
Enhanced Barrier Digital Plus Securities Based on Shares of the SPDR® Dow Jones® Industrial Average ETF Trust
Due September 1, 2022
"constructive ownership transaction," with potentially adverse consequences described below under "United States Federal Tax
Considerations." In addition, 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. 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 and the degree, if any, to which income realized by non-U.S. persons
should be subject to withholding tax, possibly with retroactive effect.

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. If withholding applies to the
securities, we will not be required to pay any additional amounts with respect to amounts withheld.

You should read carefully the 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.

Information About the Underlying Shares

®
®
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The SPDR Dow Jones Industrial Average ETF Trust is an exchange-traded fund that seeks to provide investment results, before expenses,
that generally correspond to the performance of the Dow Jones Industrial AverageTM (the "ETF underlying index"). The ETF is managed by
State Street Bank and Trust Company ("SSBTC"), as trustee of the ETF and PDR Services LLC ("PDRS"), as sponsor of the ETF. Information
provided to or filed with the SEC by the SPDR® Dow Jones® Industrial Average ETF Trust pursuant to the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 333-31247 and 811-
09170, respectively, through the SEC's website at http://www.sec.gov. In addition, information may be obtained from other sources including,
but not limited to, press releases, newspaper articles and other publicly disseminated documents. The SPDR® Dow Jones® Industrial Average
ETF Trust trades on the NYSE Arca under the ticker symbol "DIA."

You may receive underlying shares at maturity. Therefore, in making your decision to invest in the securities, you should review the prospectus
for the ETF and its supplements on file at the SEC website, which can be accessed via the hyperlinks below.

Prospectus dated February 14, 2017: http://www.sec.gov/Archives/edgar/data/1041130/000119312517044965/d320249d497.htm

Supplement dated April 13, 2017: http://www.sec.gov/Archives/edgar/data/1041130/000119312517123385/d375443d497.htm

Supplement dated April 28, 2017: http://www.sec.gov/Archives/edgar/data/1041130/000119312517146450/d386132d497.htm

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 unde rlying sha re s or
ot he r se c urit ie s of t he unde rlying sha re issue r. 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 t he unde rlying sha re s a nd t he unde rlying sha re issue r from t he public ly a va ila ble doc um e nt s de sc ribe d
a bove . We ha ve not inde pe nde nt ly ve rifie d suc h inform a t ion. Suc h inform a t ion re fle c t s t he polic ie s of, a nd is subje c t
t o c ha nge by, SSBT C a nd PDRS. 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 t he unde rlying sha re issue r or t he ET F unde rlying inde x .

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The underlying share issuer
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 underlying shares.

Historical Information

The graph below shows the closing prices of the underlying shares for each day such price was available from January 3, 2012 to August 28,
2017. The table that follows shows the high and low closing prices of, and dividends paid on, the underlying shares for each quarter in that
same period. We obtained the closing prices and other information below from Bloomberg L.P., without independent verification. Y ou should
not t a k e t he hist oric a l pric e s of t he unde rlying sha re s a s a n indic a t ion of fut ure pe rform a nc e .

August 2017
PS-8

Citigroup Global Markets Holdings Inc.
Enhanced Barrier Digital Plus Securities Based on Shares of the SPDR® Dow Jones® Industrial Average ETF Trust
Due September 1, 2022
SPDR® Dow J one s® I ndust ria l Ave ra ge ET F T rust H ist oric a l Closing Pric e s
J a nua ry 3 , 2 0 1 2 t o August 2 8 , 2 0 1 7
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* The red line indicates the barrier price of $174.352, equal to 80.00% of the closing price on August 28, 2017.

SPDR® Dow J one s® I ndust ria l Ave ra ge ET F
H igh
Low
Divide nds
T rust
CU SI P of t he U nde rlying Sha re s: 7 8 4 6 7 X 1 0 9
2 0 1 2

First Quarter
$132.41
$123.53
$0.49801
Second Quarter
$132.53
$120.78
$0.82932
Third Quarter
$135.95
$125.57
$0.77912
Fourth Quarter
$135.96
$125.51
$0.79141
2 0 1 3

First Quarter
$145.42
$133.12
$0.91512
Second Quarter
$153.88
$145.14
$0.87204
Third Quarter
$156.80
$147.47
$0.89315
Fourth Quarter
$165.47
$147.53
$0.77171
2 0 1 4

First Quarter
$164.96
$153.39
$0.96254
Second Quarter
$169.35
$160.02
$0.83565
Third Quarter
$172.61
$163.55
$0.80427
Fourth Quarter
$180.19
$160.98
$1.00356
2 0 1 5

First Quarter
$182.68
$171.48
$1.02182
Second Quarter
$182.93
$175.64
$0.83231
Third Quarter
$181.07
$156.49
$1.20265
Fourth Quarter
$179.14
$162.49
$0.98115
2 0 1 6

First Quarter
$176.95
$156.78
$1.10604
Second Quarter
$180.75
$171.17
$1.11650
Third Quarter
$186.51
$178.21
$1.14617
Fourth Quarter
$199.42
$178.71
$1.06766
2 0 1 7

First Quarter
$211.02
$197.28
$1.18598
Second Quarter
$214.92
$203.85
$1.19840
Third Quarter (through August 28, 2017)
$220.85
$213.14
$0.62978
August 2017
PS-9

Citigroup Global Markets Holdings Inc.
Enhanced Barrier Digital Plus Securities Based on Shares of the SPDR® Dow Jones® Industrial Average ETF Trust
Due September 1, 2022
The closing price of the underlying shares on August 28, 2017 was $217.94.
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Document Outline

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