Obligation Citi Global Markets 0% ( US17324CRL27 ) en USD

Citi Global Markets

100 % ⇌

Etas-Unis

US17324CRL27 ( en USD )

28/02/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CRL27 en USD 0%, échue

1 000 USD

1 081 000 USD

17324CRL2

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 US17324CRL27, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2023

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324CRL27, a été notée NR par l'agence de notation Moody's.

424B2 1 dp87285_424b2-us1843408.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
Fe brua ry 2 3 , 2 0 1 8
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 8 -
U SN CH 0 9 7 7
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
Barrier Securities Based on the Worst Performing of the S&P 500® Index and the Russell 2000® Index Due February 28, 2023
? 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, equal
to or less than the stated principal amount, depending on the performance of the w orst pe rform ing of the S&P 500® Index
and the Russell 2000® Index (each, an "underlying index").
? The securities offer modified exposure to the performance of the worst performing underlying index, with (i) the opportunity to
participate on a leveraged basis in a limited range of potential appreciation of the worst performing underlying index and (ii)
contingent repayment of the stated principal amount at maturity if the worst performing underlying index depreciates, but only
so long as that depreciation does not exceed 40.00%. In exchange, investors in the securities must be willing to accept a return
based on whichever underlying index is the worst performing underlying index, forgo any appreciation of the worst performing
underlying index in excess of the maximum return at maturity specified below, and forgo any dividends that may be paid on the
stocks that constitute the underlying indices over the term of the securities. In addition, investors in the securities must be willing
to accept full downside exposure to the worst performing underlying index if the worst performing underlying index depreciates by
more than 40.00%. I f t he w orst pe rform ing unde rlying inde x de pre c ia t e s by m ore t ha n 4 0 .0 0 % from it s init ia l
inde x le ve l t o it s fina l inde x le ve l, you w ill lose 1 % of t he st a t e d princ ipa l a m ount of your se c urit ie s for
e ve ry 1 % by w hic h t he w orst pe rform ing unde rlying inde x ha s de c line d from it s init ia l inde x le ve l. T he re is
no m inim um pa ym e nt a t m a t urit y.
? Your return on the securities will depend sole ly on the performance of the worst performing underlying index. You will not
benefit in any way from the performance of the better performing underlying index. You may incur a significant loss if e it he r
underlying index performs poorly, even if the other performs favorably.
? 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 amount 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 indic e s:
U nde rlying indic e s
I nit ia l inde x
Ba rrie r le ve l**
le ve l*

S&P 500® Index (ticker symbol: "SPX")
2,747.30
1,648.380

Russell 2000® Index (ticker symbol: "RTY")
1,549.186
929.512
* For each underlying index, its closing level on the pricing date

** For each underlying index, 60% of its initial index level
Aggre ga t e st a t e d princ ipa l $1,081,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
February 23, 2018
I ssue da t e :
February 28, 2018. See "Supplemental Plan of Distribution" in this pricing supplement for
additional information.
V a lua t ion da t e :
February 23, 2023, subject to postponement if such date is not a scheduled trading day or if
certain market disruption events occur with respect to either underlying index
M a t urit y da t e :
February 28, 2023
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 index level of the worst performing underlying index is gre a t e r t ha n its initial index
level:
$1,000 + the leveraged return amount, subject to the maximum return at maturity
? If the final index level of the worst performing underlying index is le ss t ha n or e qua l t o its
initial index level but gre a t e r t ha n or e qua l t o its barrier level: $1,000
? If the final index level of the worst performing underlying index is le ss t ha n its barrier level:
$1,000 × the index performance factor of the worst performing underlying index
I f t he fina l inde x le ve l of t he w orst pe rform ing unde rlying inde x is le ss t ha n it s
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ba rrie r le ve l, your pa ym e nt a t m a t urit y w ill be le ss, a nd possibly signific a nt ly
le ss, t ha n $ 6 0 0 .0 0 pe r se c 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 .
Fina l inde x le ve l:
For each underlying index, its closing level on the valuation date
I nde x pe rform a nc e fa c t or: For each underlying index, its final index level divided by its initial index level
I nde x pe rc e nt inc re a se :
For each underlying index, (i) its final index level minus its initial index level divided by (ii) its initial
index level
Worst pe rform ing
The underlying index with the lowest index performance factor on the valuation date
unde rlying inde x :
Le ve ra ge d re t urn a m ount : $1,000 × the index percent increase of the worst performing underlying index × the leverage
factor
Le ve ra ge fa c t or:
400.00%
M a x im um re t urn a t
$600.00 per security (60.00% of the stated principal amount). Because of the maximum return at
m a t urit y
maturity, the payment at maturity will not exceed $1,600.00 per security.
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17324CRL2 / US17324CRL27
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)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r (3)
pric e :
Pe r se c urit y:
$1,000.00
$11.25
$988.75
T ot a l:
$1,081,000.00
$10,258.69
$1,070,741.31
(1) On the date of this pricing supplement, the estimated value of the securities is $962.80 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) CGMI will receive an underwriting fee of up to $11.25 for each security sold in this offering. 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
$11.25. 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 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 , unde rlying supple m e nt , prospe c t us supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
You should read this pricing supplement together with the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus, each of which can be accessed via the following hyperlinks:
Produc t Supple m e nt N o. EA-0 2 -0 6 da t e d April 7 , 2 0 1 7 U nde rlying Supple m e nt N o. 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.
Barrier Securities Based on the Worst Performing of the S&P 500® Index and the Russell 2000® Index Due February 28, 2023

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 your payment at maturity, such as market disruption events and other events affecting the underlying indices.
https://www.sec.gov/Archives/edgar/data/200245/000095010318002537/dp87285_424b2-us1843408.htm[2/28/2018 5:20:04 PM]

These events and their consequences are described in the accompanying product supplement in the sections "Description of the
Securities--Certain Additional Terms for Securities Linked to an Underlying Index--Consequences of a Market Disruption Event;
Postponement of a Valuation Date" and "--Discontinuance or Material Modification of an Underlying Index." The accompanying
underlying supplement contains important disclosures regarding the underlying indices that are not repeated in this pricing
supplement. It is important that you read the accompanying product supplement, underlying supplement, prospectus supplement
and prospectus together with this pricing 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 t he va lua t ion da t e . If the valuation date is not a scheduled trading day for either of the underlying indices
or if a market disruption event occurs with respect to either of the underlying indices on the valuation date, the 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 an Underlying Index--Consequences of a Market Disruption Event; Postponement
of a Valuation Date." If the valuation date is postponed, the closing level of each of the underlying indices will be determined based
on (i) for any underlying index 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 level of such underlying index on the
originally scheduled valuation date and (ii) for any other underlying index, the final index level of such underlying index on the
valuation date as postponed (or, if earlier, the first scheduled trading day for such underlying index following the originally
scheduled valuation date on which a market disruption event did not occur with respect to such underlying index).

February 2018
PS-2
Citigroup Global Markets Holdings Inc.
Barrier Securities Based on the Worst Performing of the S&P 500® Index and the Russell 2000® Index Due February 28, 2023

Hypothetical Examples

The diagram below illustrates your payment at maturity for a range of hypothetical percentage changes from the initial index level to
the final index level of the worst performing underlying index. Your return on the securities will depend sole ly on the performance
of the worst performing underlying index. You will not benefit in any way from the performance of the better performing underlying
index.

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 st oc k s inc lude d in t he unde rlying indic e s.
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--Investing in the securities is not equivalent to investing in either underlying index"
below.

Worst -Of Ba rrie r Se c urit ie s
Pa ym e nt a t M a t urit y Dia gra m
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The Securities The Worst Performing Underlying Index
February 2018
PS-3
Citigroup Global Markets Holdings Inc.
Barrier Securities Based on the Worst Performing of the S&P 500® Index and the Russell 2000® Index Due February 28, 2023

The examples below are intended to illustrate how your payment at maturity will depend on the performance of the underlying
indices. Your actual payment at maturity per security will depend on the actual final index level of the worst performing underlying
index.

Ex a m ple 1 --U pside Sc e na rio A.

U nde rlying inde x
I nit ia l inde x le ve l
Ba rrie r le ve l
H ypot he t ic a l fina l
H ypot he t ic a l
inde x le ve l
inde x
pe rform a nc e
fa c t or
S&P 500® Index
2,747.30
1,648.380
3,022.03
1.10
Russell 2000® Index
1,549.186
929.512
1,626.645
1.05

In this example, the Russell 2000® Index has the lowest index performance factor and is, therefore, the worst performing underlying
index. Because the worst performing underlying index appreciated from its initial index level to its hypothetical final index level, your
payment at maturity in this example would reflect leveraged exposure to the appreciation of the worst performing underlying index,
subject to the maximum return at maturity, and would be calculated as follows:

Payment at maturity per security = $1,000 + the leveraged return amount, subject to the maximum return at maturity of $600.00 per
security

= $1,000 + ($1,000 × the index percent increase of the worst performing underlying index × the leverage factor), subject to the
maximum return at maturity of $600.00 per security

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= $1,000 + ($1,000 × 5% × 400.00%), subject to the maximum return at maturity of $600.00 per security

= $1,000 + $200, subject to the maximum return at maturity of $600.00 per security

= $1,200

Ex a m ple 2 --U pside Sc e na rio B.

U nde rlying inde x
I nit ia l inde x le ve l
Ba rrie r le ve l
H ypot he t ic a l fina l
H ypot he t ic a l
inde x le ve l
inde x
pe rform a nc e
fa c t or
S&P 500® Index
2,747.30
1,648.380
4,533.05
1.65
Russell 2000® Index
1,549.186
929.512
2,633.616
1.70

In this example, the S&P 500® Index has the lowest underlying index performance factor and is, therefore, the worst performing
underlying index. Because the worst performing underlying index appreciated from its initial index level to its hypothetical final index
level, your payment at maturity in this example would reflect leveraged exposure to the appreciation of the worst performing
underlying index, subject to the maximum return at maturity, and would be calculated as follows:

Payment at maturity per security = $1,000 + the leveraged return amount, subject to the maximum return at maturity of $600.00 per
security

= $1,000 + ($1,000 × the underlying index percent increase of the worst performing underlying index × the leverage factor), subject
to the maximum return at maturity of $600.00 per security

= $1,000 + ($1,000 × 65.00% × 400.00%), subject to the maximum return at maturity of $600.00 per security

= $1,000 + $2,600.00, subject to the maximum return at maturity of $600.00 per security

= $1,600.00

Because the worst performing underlying index appreciated from its initial index level to its final index level and the leveraged return
amount of $2,600.00 per security would result in a total return at maturity of 260.00%, which is greater than the maximum return at
maturity of 60.00%, your payment at maturity in this scenario would equal the maximum payment at maturity of $1,600.00 per
security. In this scenario, an investment in the securities would underperform a hypothetical alternative investment providing 1-to-1
exposure to the appreciation of the worst performing underlying index without a maximum return.

February 2018
PS-4
Citigroup Global Markets Holdings Inc.
Barrier Securities Based on the Worst Performing of the S&P 500® Index and the Russell 2000® Index Due February 28, 2023

Ex a m ple 3 --Pa r Sc e na rio.

U nde rlying inde x
I nit ia l inde x le ve l
Ba rrie r le ve l
H ypot he t ic a l fina l
H ypot he t ic a l
inde x le ve l
inde x
pe rform a nc e
fa c t or
S&P 500® Index
2,747.30
1,648.380
2,472.57
0.90
Russell 2000® Index
1,549.186
929.512
1,704.105
1.10

In this example, the S&P 500® Index has the lowest index performance factor and is, therefore, the worst performing underlying
index. Because the worst performing underlying index depreciated from its initial index level to its hypothetical final index level, but
not by more than 40%, your payment at maturity in this example would be equal to the $1,000 stated principal amount per security.
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Ex a m ple 4 --Dow nside Sc e na rio.

U nde rlying inde x
I nit ia l inde x le ve l
Ba rrie r le ve l
H ypot he t ic a l fina l
H ypot he t ic a l inde x
inde x le ve l
pe rform a nc e fa c t or
S&P 500® Index
2,747.30
1,648.380
824.19
0.30
Russell 2000® Index
1,549.186
929.512
1,394.267
0.90

In this example, the S&P 500® Index has the lowest index performance factor and is, therefore, the worst performing underlying
index. Because the final index level of the worst performing underlying index is less than its barrier level, your payment at maturity
in this example would reflect 1-to-1 exposure to the negative performance of the worst performing underlying index from its initial
index level to its final index level as follows:

Payment at maturity per security = $1,000 × the index performance factor of the worst performing underlying index

= $1,000 × 30.00%

= $300.00

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 indices. 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 advisors 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 repay a fixed
amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the worst performing
underlying index. If the final index level of the worst performing underlying index is less than its barrier level, you will lose 1%
of the stated principal amount of the securities for every 1% by which the worst performing underlying index has declined from
its initial index level. There is no minimum payment at maturity on the securities, and you may lose up to all of your investment.

?
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. If the final index level of the worst
performing underlying index is less than its barrier level, the contingent repayment of the stated principal amount at maturity
will not apply and you will lose 1% of the stated principal amount of the securities for every 1% by which the worst performing
underlying index has declined from its initial index level. Therefore, the securities offer no protection at all if the worst
performing underlying index depreciates by more than 40.00% from its initial index level to its final index level. As a result, you
may lose up to your entire investment in the securities.

February 2018
PS-5
Citigroup Global Markets Holdings Inc.
Barrier Securities Based on the Worst Performing of the S&P 500® Index and the Russell 2000® Index Due February 28, 2023

?
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.

?
Y our pot e nt ia l re t urn on t he se c urit ie s is lim it e d. Your potential total return on the securities at maturity is limited to
https://www.sec.gov/Archives/edgar/data/200245/000095010318002537/dp87285_424b2-us1843408.htm[2/28/2018 5:20:04 PM]

the maximum return at maturity of 60.00%, which is equivalent to a maximum return at maturity of $600.00 per security. Taking
into account the leverage factor, any increase of more than 15% from the initial level of the worst performing underlying index
to its final level will not increase your return on the securities and will progressively reduce the effective amount of leverage
provided by the securities with respect to the worst performing underlying index.

?
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 indic e 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 indic e s pe rform s poorly, e ve n if t he ot he r unde rlying inde x pe rform s w e ll. You are
subject to risks associated with both of the underlying indices. If either of the underlying indices performs poorly, you will be
negatively affected, even if the other underlying index performs well. The securities are not linked to a basket composed of the
underlying indices, 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 indices is the worst performing underlying index.

?
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 inde x . The return
on the securities depends sole ly on the performance of the worst performing underlying index, and you will not benefit in any
way from the performance of the better performing underlying index. The securities may underperform a similar alternative
investment linked to a basket composed of the underlying indices, since in such case the performance of the better performing
underlying index would be blended with the performance of the worst performing underlying index, resulting in a better return
than the return of the worst performing underlying index.

?
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 indic e s. It is preferable from
your perspective for the underlying indices 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 indices will
not exhibit this relationship. The less correlated the underlying indices, the more likely it is that either one of the underlying
indices 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 indices to perform poorly; the performance of the underlying index that is not the worst performing underlying
index is not relevant to your return on the securities. It is impossible to predict what the relationship between the underlying
indices will be over the term of the securities. T he S& P 5 0 0 ® I nde x re pre se nt s la rge c a pit a liza t ion st oc k s in t he
U nit e d St a t e s a nd t he Russe ll 2 0 0 0 ® I nde x re pre se nt s sm a ll c a pit a liza t ion st oc k s in t he U nit e d St a t e s.
Ac c ordingly, t he unde rlying indic e s re pre se nt m a rk e t s t ha t diffe r in signific a nt w a ys a nd, t he re fore , m a y
not be c orre la t e d w it h e a c h ot he r.

?
I nve st ing in t he se c urit ie s is not e quiva le nt t o inve st ing in e it he r unde rlying inde x . You will not have voting
rights, rights to receive any dividends or other distributions or any other rights with respect to any of the stocks that constitute
the underlying indices. The payment scenarios described in this pricing supplement do not show any effect of lost dividend
yield over the term of the securities. It is important to understand that, for purposes of measuring the performance of the
underlying indices, the levels used will not reflect the receipt or reinvestment of dividends or distributions on the stocks that
constitute either of the underlying indices. Dividend or distribution yield on the stocks that constitute the underlying indices
would be expected to represent a significant portion of the overall return on a direct investment in the stocks that constitute the
underlying indices, but will not be reflected in the performance of either of the underlying indices as measured for purposes of
the securities (except to the extent that dividends and distributions reduce the levels of the underlying indices).

?
Y our pa ym e nt a t m a t urit y de pe nds on t he c losing le ve l of t he w orst pe rform ing unde rlying inde x on a
single da y. Because your payment at maturity depends on the closing level of the worst performing underlying index solely
on the valuation date, you are subject to the risk that the closing level of the worst performing underlying index 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 either of the underlying indices or in another instrument linked to the underlying indices 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 the closing level of the worst
performing underlying index, 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
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making a market, there may be no

February 2018
PS-6
Citigroup Global Markets Holdings Inc.
Barrier Securities Based on the Worst Performing of the S&P 500® Index and the Russell 2000® Index Due February 28, 2023

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.

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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 indices, dividend yields on the stocks that constitute the underlying indices 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.

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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 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.

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?
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 level and volatility of the underlying indices and a number of other
factors, including the price and volatility of the stocks that constitute the underlying indices, the correlation between the
underlying indices, the dividend yields on the stocks that constitute the underlying indices, 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
level of an underlying index 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.

February 2018
PS-7
Citigroup Global Markets Holdings Inc.
Barrier Securities Based on the Worst Performing of the S&P 500® Index and the Russell 2000® Index Due February 28, 2023

?
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.

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T he se c urit ie s a re link e d t o t he Russe ll 2 0 0 0 ® I nde x a nd w ill be subje c t t o risk s a ssoc ia t e d w it h sm a ll
c a pit a liza t ion st oc k s. The stocks that constitute the Russell 2000® Index are issued by companies with relatively small
market capitalization. The stock prices of smaller companies may be more volatile than stock prices of large capitalization
companies. These companies tend to be less well-established than large market capitalization companies. Small capitalization
companies may be less able to withstand adverse economic, market, trade and competitive conditions relative to larger
companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend
payment could be a factor that limits downward stock price pressure under adverse market conditions.

?
Cha nge s t ha t a ffe c t t he unde rlying indic e s m a y a ffe c t t he va lue of your se c urit ie s. The sponsors of the S&P
500® Index and the Russell 2000® Index may add, delete or substitute the stocks that constitute those indexes or make other
methodological changes that could affect the levels of those indices. We are not affiliated with any such index sponsor and,
accordingly, we have no control over any changes any such index sponsor may make. Such changes could be made at any
time and could adversely affect the performance of the underlying indices and the value of and your payment at maturity on the
securities.

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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 e it he r of t he unde rlying indic e s.
The fact that we are offering the securities does not mean that we believe that investing in an instrument linked to the
underlying indices is likely to achieve favorable returns. In fact, as we are part of a global financial institution, our affiliates may
have positions (including short positions) in the stocks that constitute the underlying indices or in instruments related to the
underlying indices, and may publish research or express opinions, that in each case are inconsistent with an investment linked
to the underlying indices. These and other activities of our affiliates may affect the levels of the underlying indices in a way that
has a negative impact on your interests as a holder of the securities.

?
T he le ve l of a n unde rlying inde x 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 stocks that constitute the underlying indices and other financial instruments related to the
underlying indices or such stocks and may adjust such positions during the term of the securities. Our affiliates also trade the
stocks that constitute the underlying indices and other related financial instruments on a regular basis (taking long or short
positions or both), for their accounts, for other accounts under their management or to facilitate transactions on behalf of
customers. These activities could affect the levels of the underlying indices 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 issuers of the stocks that
constitute the underlying indices, 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.

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?
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 or the discontinuance of an underlying index,
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 could be adverse to your interests
as a holder of the securities.

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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. As described below under "United States Federal Tax Considerations," in 2007 the
U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal
income tax treatment of "prepaid forward contracts" and similar instruments. 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.

In addition, Section 871(m) of the Internal Revenue Code of 1986, as amended (the "Code"), imposes a withholding tax of up
to 30% on "dividend equivalents" paid or deemed paid to non-U.S. investors in respect of certain financial instruments linked to
U.S. equities. In light of Treasury regulations, as modified by an IRS notice, that provide a general exemption for financial
instruments

February 2018
PS-8
Citigroup Global Markets Holdings Inc.
Barrier Securities Based on the Worst Performing of the S&P 500® Index and the Russell 2000® Index Due February 28, 2023

issued in 2018 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 S&P 500® Index

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

"Standard & Poor's," "S&P" and "S&P 500®" are trademarks of Standard & Poor's Financial Services LLC and have been licensed
for use by Citigroup Inc. and its affiliates. As of July 31, 2017, the securities of companies with multiple share class structures are
no longer eligible to be added to the S&P 500® Index, but securities already included in the S&P 500® Index have been
grandfathered and are not affected by this change. For more information, see "Equity Index Descriptions--The S&P U.S. Indices--
License Agreement" in the accompanying underlying supplement.

Please refer to the sections "Risk Factors" and "Equity Index Descriptions--The S&P U.S. Indices--The S&P 500 ® Index" in the
accompanying underlying supplement for important disclosures regarding the S&P 500® Index, including certain risks that are
associated with an investment linked to the S&P 500® Index.

Historical Information

The closing level of the S&P 500® Index on February 23, 2018 was 2,747.30.
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