Obligation Citi Global Markets 0.22% ( US17324CTV80 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17324CTV80 ( en USD )

0.22% par an ( paiement semestriel )

18/04/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CTV80 en USD 0.22%, échue

1 000 USD

17324CTV8

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 US17324CTV80, paye un coupon de 0.22% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/04/2023

424B2 1 dp89700_424b2-105.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
April 1 6 , 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 1 0 9 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
Callable Fixed to Floating Rate Leveraged CMS Spread Notes Due April 18, 2023
The notes offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings
Inc. and guaranteed by Citigroup Inc. The notes will bear interest at a fixed rate for one year and, thereafter, will bear interest at
a floating rate based on the CMS spread, subject to the maximum interest rate specified below. The CMS spread is the 30-year
constant maturity swap rate ("CMS30") minus the 2-year constant maturity swap rate ("CMS2") and will be reset quarterly. The
notes offer an above-market fixed interest rate in the first year. Thereafter, however, interest payments on the notes will vary
based on fluctuations in the CMS spread and may be as low as 0%.
We may call the notes for mandatory redemption on any interest payment date beginning one year after issuance.
Investors in the notes must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not
receiving any amount due under the notes if we and Citigroup Inc. default on our obligations. All pa ym e nt s on t he not e s
a re subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
K EY T ERM S

I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc.
Aggre ga t e st a t e d princ ipa l
$2,250,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
April 16, 2018
I ssue da t e :
April 18, 2018
M a t urit y da t e :
Unless earlier called by us, April 18, 2023
Pa ym e nt a t m a t urit y:
At maturity, unless we have earlier called the notes, you will receive for each note you then
hold an amount in cash equal to $1,000 plus any accrued and unpaid interest
I nt e re st :
During each interest period from and including the issue date to but excluding April 18,
2019, the notes will bear interest at a fixed rate of 5.00% per annum
During each interest period commencing on or after April 18, 2019, the notes will bear
interest at a floating rate equal to 18.50 times the CMS spread, as determined on the
interest determination date for that interest period, subject to a maximum interest rate of
10.00% per annum and a minimum interest rate of 0.00% per annum
Aft e r t he first ye a r of t he t e rm of t he not e s, int e re st pa ym e nt s w ill va ry
ba se d on fluc t ua t ions in t he CM S spre a d. Aft e r t he first ye a r, t he not e s m a y
pa y a be low -m a rk e t ra t e or no int e re st a t a ll for a n e x t e nde d pe riod of t im e ,
or e ve n t hroughout t he e nt ire re m a ining t e rm .
CM S spre a d:
On any interest determination date, CMS30 minus CMS2, each as determined on that
interest determination date
I nt e re st de t e rm ina t ion da t e :
For any interest period commencing on or after April 18, 2019, the second U.S. government
securities business day prior to the first day of that interest period
I nt e re st pe riod:
Each three-month period from and including an interest payment date (or the issue date, in
the case of the first interest period) to but excluding the next interest payment date
I nt e re st pa ym e nt da t e s:
The 18th day of each January, April, July and October, beginning on July 18, 2018 and
ending on the maturity date or, if applicable, the date when the notes are redeemed
Ca ll right :
We may call the notes, in whole and not in part, for mandatory redemption on any interest
payment date beginning on April 18, 2019, upon not less than five business days'
notice. Following an exercise of our call right, you will receive for each note you then hold
an amount in cash equal to $1,000 plus any accrued and unpaid interest.
List ing:
The notes will not be listed on any securities exchange
CU SI P / I SI N :
17324CTV8 / US17324CTV80
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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 (4)
pric e :
Pe r not e :
$1,000.00
$15.00
$985.00
T ot a l:
$2,250,000.00
$33,750.00
$2,216,250.00
(1) On the date of this pricing supplement, the estimated value of the notes is $970.00 per note, which is less than the issue price. The estimated value of
the notes is based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates,
nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the notes from you at any time after issuance. See
"Valuation of the Notes" in this pricing supplement.
(2) The issue price for investors purchasing the notes in fee-based advisory accounts will be $985.00 per note, assuming no custodial fee is charged by a
selected dealer, and up to $990.00 per note, assuming the maximum custodial fee is charged by a selected dealer. See "Supplemental Plan of Distribution"
in this pricing supplement.
(3) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an
underwriting fee of up to $15.00 for each $1,000 note sold in this offering (or up to $5.00 for each note sold to fee-based advisory accounts). Selected
dealers not affiliated with CGMI will receive a selling concession of up to $15.00 for each note they sell other than to fee-based advisory accounts. CGMI
will pay selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a variable selling concession of up to $5.00 for each note
they sell to fee-based advisory accounts. See "Supplemental Plan of Distribution" in this pricing supplement. The total underwriting fees and proceeds to
issuer in the table above give effect to the actual total underwriting fee. 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 notes declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
(4) The per note proceeds to issuer indicated above represent the minimum per note proceeds to issuer for any note, assuming the maximum per note
underwriting fee of $15.00. As noted in footnote (3), the underwriting fee is variable.
I nve st ing in t he not e s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l
de bt se c urit ie s. Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS -3 .
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 not e s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying produc t
supple m e nt , 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 .
Y ou should re a d t his pric ing supple m e nt t oge t he r w it h 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 , w hic h c a n be a c c e sse d via t he follow ing hype rlink s:
Produc t Supple m e nt N o. I E -0 7 -0 4 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 not e s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.
Callable Fixed to Floating Rate Leveraged CMS Spread Notes Due April 18, 2023

Additional Information

Ge ne ra l. The terms of the notes are set forth in the accompanying product supplement, prospectus supplement and prospectus,
as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus
contain important disclosures that are not repeated in this pricing supplement. For example, for complete information about the
manner in which interest payments on the notes will be calculated and paid, you should read the section "Description of the Notes"
in the accompanying product supplement together with the information 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 notes. Certain terms used but not defined in this pricing supplement are defined in the accompanying
product supplement.

N o Survivor's Opt ion. For the avoidance of doubt, the notes offered hereby are not survivor's option notes and the provisions
related to survivor's option notes in the accompanying product supplement are not applicable.

Busine ss Da y Conve nt ion. Notwithstanding what is otherwise provided in the accompanying product supplement, if an interest
payment date falls on a day that is not a business day (as defined in the accompanying product supplement), the interest payment
to be made on that interest payment date will be made on the next succeeding business day. Such payment will have the same
force and effect as if made on that interest payment date, and no interest will accrue as a result of delayed payment.
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Hypothetical Examples

The table below presents examples of hypothetical quarterly interest payments after the first year of the term of the notes based on
various hypothetical CMS spread values.

As illustrated below, if CMS30 is less than or equal to CMS2 on the applicable interest determination date, the floating interest rate
will be the minimum interest rate of 0% and no interest will accrue on the notes for the related interest period. If, on the other hand,
the CMS spread is greater than approximately 0.541% (taking into account that the CMS spread will be multiplied by 18.50 on the
applicable interest determination date), the floating rate of interest for the related interest period will be limited to the maximum
interest rate of 10.00% per annum and you will not receive any interest in excess of that maximum per annum rate.

The examples are for purposes of illustration only and have been rounded for ease of analysis. The actual interest payments after
the first year of the term of the notes will depend on the actual value of the CMS spread on each interest determination date. The
applicable interest rate for each interest period will be determined on a per annum basis but will apply only to that interest period.

H ypot he t ic a l
H ypot he t ic a l CM S
I nt e re st Ra t e pe r
H ypot he t ic a l Qua rt e rly I nt e re st Pa ym e nt pe r N ot e (3)
Spre a d(1)
Annum (2)
-1.000%
0.00%
$0.00
-0.800%
0.00%
$0.00
-0.600%
0.00%
$0.00
-0.400%
0.00%
$0.00
-0.200%
0.00%
$0.00
0.000%
0.00%
$0.00
0.200%
3.70%
$9.25
0.300%
5.55%
$13.88
0.400%
7.40%
$18.50
0.500%
9.25%
$23.13
0.541%
10.00%
$25.00
0.600%
10.00%
$25.00
0.800%
10.00%
$25.00
1.000%
10.00%
$25.00
1.200%
10.00%
$25.00
1.400%
10.00%
$25.00
1.600%
10.00%
$25.00
1.800%
10.00%
$25.00
2.000%
10.00%
$25.00
2.200%
10.00%
$25.00
2.400%
10.00%
$25.00
2.600%
10.00%
$25.00
2.800%
10.00%
$25.00
3.000%
10.00%
$25.00
3.200%
10.00%
$25.00
_______________________________
(1) Hypothetical CMS spread = (CMS30 CMS2), where CMS30 and CMS2 are each determined on the second U.S. government securities business day
prior to the beginning of the applicable interest period.
(2) Hypothetical interest rate per annum for the interest period =18.50 × the CMS spread, subject to the maximum interest rate and the minimum interest
rate.
(3) Hypothetical quarterly interest payment per note = (i) the stated principal amount of $1,000 multiplied by the applicable interest rate per annum divided by
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(ii) 4.

April 2018
PS-2
Citigroup Global Markets Holdings Inc.
Callable Fixed to Floating Rate Leveraged CMS Spread Notes Due April 18, 2023

Summary Risk Factors

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

The following is a summary of certain key risk factors for investors in the notes. You should read this summary together with the
more detailed description of risks relating to an investment in the notes contained in the section "Risk Factors Relating to the
Notes" beginning on page IE-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.

Aft e r t he first ye a r, t he not e s w ill pa y int e re st a t a floa t ing ra t e t ha t m a y be a s low a s 0 % on one or
m ore int e re st pa ym e nt da t e s. The floating interest payments on the notes will vary based on fluctuations in the CMS
spread. If the CMS spread narrows, interest payments on the notes will be reduced, and if the CMS spread is 0% for any
interest period, the notes will pay no interest at all for that interest period. The CMS spread is influenced by many complex
economic factors and is impossible to predict. After the first year, it is possible that the notes will pay a below-market rate or no
interest at all for an extended period of time, or even throughout the entire remaining term of the notes. Although the notes
provide for the repayment of the stated principal amount at maturity, you may nevertheless suffer a loss on your investment in
the notes, in real value terms, if you receive below-market or no interest payments after the first year of the term of the notes.

T he not e s m a y pa y be low -m a rk e t or no int e re st if short -t e rm int e re st ra t e s rise . Although there is no single
factor that determines CMS spreads, CMS spreads have historically tended to fall when short-term interest rates rise. Short-
term interest rates have historically been highly sensitive to the monetary policy of the Federal Reserve Board. Accordingly, one
significant risk assumed by investors in the notes is that the Federal Reserve Board may pursue a policy of raising short-term
interest rates, which, if historical patterns hold, would lead to a decrease in the CMS spread. In that event, the floating rate
payable on the notes may decline significantly, possibly to 0%. It is important to understand, however, that short-term interest
rates are affected by many factors and may increase even in the absence of a Federal Reserve Board policy to increase short-
term interest rates. Furthermore, it is important to understand that the CMS spread may decrease even in the absence of an
increase in short-term interest rates because it, too, is influenced by many complex factors. See "About Constant Maturity
Swap Rates" in the accompanying product supplement.

T he floa t ing int e re st ra t e on t he not e s m a y be low e r t ha n ot he r m a rk e t int e re st ra t e s. The floating interest
rate on the notes will not necessarily move in line with general U.S. market interest rates or even CMS rates and, in fact, may
move inversely with general U.S. market interest rates, as described in the preceding risk factor. For example, if there is a
general increase in CMS rates but shorter-term rates rise more than longer-term rates, the CMS spread will decrease, as will
the floating rate payable on the notes. Accordingly, the notes are not appropriate for investors who seek floating interest
payments based on general market interest rates.

T he int e re st ra t e on t he not e s is subje c t t o a c a p. As a result, the notes may pay interest at a lower rate than an
alternative instrument that is not so capped.

T he not e s m a y be c a lle d for m a nda t ory re de m pt ion a t our opt ion be ginning one ye a r a ft e r issua nc e ,
w hic h w ill lim it your pot e nt ia l t o be ne fit from fa vora ble CM S spre a d pe rform a nc e . If we call the notes, we will
do so at a time that is advantageous to us and without regard to your interests. We are more likely to call the notes at a time
when the CMS spread is performing favorably from your perspective and we expect it to continue to do so. Accordingly, our call
right may limit your potential to receive above-market interest payments. Conversely, when the CMS spread is performing
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unfavorably from your perspective or when we expect it to do so in the future, we are less likely to call the notes, so that you
may continue to hold notes paying below-market or no interest for an extended period of time. If we call the notes, you may
have to reinvest the proceeds in a lower interest rate environment.

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

Se c onda ry m a rk e t sa le s of t he not e s m a y re sult in a loss of princ ipa l. You will be entitled to receive at least the
full stated principal amount of your notes, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.,
only if you hold the notes to maturity or until the date when the notes are redeemed. The value of the notes may fluctuate, and
if you sell your notes in the secondary market prior to maturity or the date when the notes are redeemed, you may receive less
than your initial investment.

T he not e s a re risk ie r t ha n not e s w it h a short e r t e rm . The notes are relatively long-dated, subject to our call right.
Because the notes are relatively long-dated, many of the risks of the notes are heightened as compared to notes with a shorter
term, because

April 2018
PS-3
Citigroup Global Markets Holdings Inc.
Callable Fixed to Floating Rate Leveraged CMS Spread Notes Due April 18, 2023

you will be subject to those risks for a longer period of time. In addition, the value of a longer-dated note is typically less than
the value of an otherwise comparable note with a shorter term.

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

T he diffe re nc e be t w e e n CM S3 0 a nd CM S2 m a y not be a s gre a t a s t he diffe re nc e be t w e e n CM S3 0 a nd a
CM S ra t e w it h a short e r m a t urit y. The floating interest payments on the notes may be less than they would be if the
notes were linked to the spread between CMS30 and a CMS rate with a shorter maturity than 2 years.

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

T he e st im a t e d va lue of t he not e s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing m ode ls.
CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In
doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the CMS spread
and interest rates. CGMI's views on these inputs and assumptions may differ from your or others' views, and as an underwriter
in this offering, CGMI's interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong
and therefore not an accurate reflection of the value of the notes. Moreover, the estimated value of the notes set forth on the
cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the notes for other
purposes, including for accounting purposes. You should not invest in the notes because of the estimated value of the notes.
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Instead, you should be willing to hold the notes to maturity irrespective of the initial estimated value.

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

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

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

T he va lue of t he not e s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors. The value of
your notes prior to maturity will fluctuate based on the level and volatility of the CMS spread and a number of other factors,
including expectations of future levels of CMS30 and CMS2, the level of general market interest rates, the time remaining to
maturity and our and Citigroup Inc.'s creditworthiness, as reflected in our secondary market rate. You should understand that
the value of your notes at any time prior to maturity may be significantly less than the issue price.

April 2018
PS-4
Citigroup Global Markets Holdings Inc.
Callable Fixed to Floating Rate Leveraged CMS Spread Notes Due April 18, 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 Notes" in this pricing supplement.

Our offe ring of t he not e s doe s not c onst it ut e a re c om m e nda t ion t o inve st in a n inst rum e nt link e d t o t he
CM S spre a d. You should not take our offering of the notes as an expression of our views about how the CMS spread will
perform in the future or as a recommendation to invest in any instrument linked to the CMS spread, including the notes. As we
are part of a global financial institution, our affiliates may, and often do, have positions (including short positions), and may
publish research or express opinions, that in each case conflict with an investment in the notes. You should undertake an
independent determination of whether an investment in the notes is suitable for you in light of your specific investment
objectives, risk tolerance and financial resources.

T he m a nne r in w hic h CM S ra t e s a re c a lc ula t e d m a y c ha nge in t he fut ure . The method by which CMS30 and
CMS2 are calculated may change in the future, as a result of governmental actions, actions by the publisher of CMS30 and
CMS2 or otherwise. We cannot predict whether the method by which CMS30 or CMS2 is calculated will change or what the
impact of any such change might be. Any such change could affect the level of the CMS spread in a way that has a significant
adverse effect on the notes.
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H e dging a nd ot he r t ra ding a c t ivit ie s by our a ffilia t e s m a y a ffe c t t he de t e rm ina t ions of CM S3 0 a nd CM S2 .
CMS rates are determined based on tradable quotes for U.S. dollar fixed-for-floating interest rate swaps of the relevant
maturities sourced from electronic trading venues. Our affiliates may engage in trading activities on these electronic trading
venues, in order to hedge our obligations under the notes, as part of their general business activities or otherwise. These
trading activities could affect the levels of CMS30 and CMS2 in a way that has a negative effect on the interest rate payable
under the notes. They could also result in substantial returns for our affiliates while the value of the notes declines. In engaging
in these trading activities, our affiliates will have no obligation to consider your interests as an investor in the notes.

U nc e rt a int y a bout t he fut ure of LI BOR m a y a ffe c t CM S3 0 a nd CM S2 in a w a y t ha t a dve rse ly a ffe c t s t he
re t urn on a nd t he va lue of t he not e s. A CMS rate is a market rate for the fixed leg of a fixed-for-floating interest rate
swap, where the floating leg is based on 3-month U.S. dollar LIBOR. As a result, CMS30 and CMS2 are significantly
influenced by 3-month U.S. dollar LIBOR and expectations about future levels of 3-month U.S. dollar LIBOR. On July 27,
2017, the Chief Executive of the U.K. Financial Conduct Authority (the "FCA"), which regulates LIBOR, announced that the
FCA intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR to the LIBOR administrator.
The announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021.
It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of
LIBOR, whether LIBOR rates will cease to be published or supported before or after 2021 or whether any additional reforms to
LIBOR may be enacted in the United Kingdom or elsewhere. It is also impossible to predict the impact of any LIBOR-related
developments on the method of calculation or the values of CMS30 and CMS2. At this time, no consensus exists as to what
rate or rates may become accepted alternatives to LIBOR, including for purposes of the interest rate swaps underlying CMS30
and CMS2, and it is impossible to predict the effect of any such alternatives on the value of securities, such as the securities,
that are linked to CMS rates. Any changes to 3-month U.S. dollar LIBOR or the calculation of CMS30 and CMS2, and any
uncertainty at what these changes may be, may affect CMS30 and CMS2 in a way that adversely affects your return on and
value of the securities.

T he c a lc ula t ion a ge nt , w hic h is our a ffilia t e , w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t t o t he
not e s. If certain events occur, Citibank, N.A., as calculation agent, will be required to make certain discretionary judgments
that could significantly affect one or more payments owed to you under the notes. Such judgments could include, among other
things, determining the level of CMS30 or CMS2 if it is not otherwise available on an interest determination date and selecting
a successor rate if either CMS30 or CMS2 is discontinued. Any of these determinations made by Citibank, N.A. in its capacity
as calculation agent may adversely affect any floating interest payment owed to you under the notes.

April 2018
PS-5
Citigroup Global Markets Holdings Inc.
Callable Fixed to Floating Rate Leveraged CMS Spread Notes Due April 18, 2023

Information About the CMS Spread

The notes are CMS spread notes, which means that they pay interest (after the first year) based on the difference, or spread,
between two constant maturity swap ("CMS") rates of different maturities--CMS30 and CMS2. A CMS rate of a given maturity is, at
any time, a market rate for the fixed leg of a conventional fixed-for-floating U.S. dollar interest rate swap entered into at that time
with that maturity, as more fully described in the section "About Constant Maturity Swap Rates" in the accompanying product
supplement. The relationship between CMS rates of different maturities may be depicted by a curve on a graph that plots maturities
on the x-axis and the applicable CMS rate on the y-axis. See "About Constant Maturity Swap Rates" in the accompanying product
supplement for examples of CMS rate curves. Interest payments on the notes will depend on changes in the steepness of this
CMS rate curve. If the CMS rate curve steepens, such that the difference between CMS30 and CMS2 becomes greater, the
floating interest payments on the notes will generally increase, subject to the maximum interest rate on the notes. Conversely, if the
CMS rate curve flattens or becomes inverted, such that the difference between CMS30 and CMS2 becomes smaller or negative,
the floating interest payments on the notes will generally decrease, possibly to zero.

Many complex economic factors may influence CMS rates and the spread between CMS rates of different maturities. Accordingly, it
is not possible to predict the future performance of any CMS rate or the spread between CMS rates of different maturities. You
should not purchase the notes unless you understand and are willing to accept the significant risks associated with exposure to
future changes in the CMS spread.

For information about how CMS30 and CMS2 will be determined on each interest determination date, see "Description of the Notes
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--Terms Related to a Specified CMS Rate--Determining a Specified CMS Rate" in the accompanying product supplement. CMS30
and CMS2 are calculated by ICE Benchmark Administration Limited based on tradable quotes for U.S. dollar fixed-for-floating
interest rate swaps of the relevant maturity that are sourced from electronic trading venues.

Historical Information

The graph below shows the daily value of the CMS spread for each day such value was available from January 2, 2008 through
April 16, 2018 using historical data obtained from Bloomberg. The historical values of the CMS spread should not be taken as an
indication of the future values of the CMS spread during the term of the notes.

The CMS spread at 11:00 a.m. (New York time) on April 16, 2018 was 0.220%.

H ist oric a l CM S Spre a d (% )
J a nua ry 2 , 2 0 0 8 t o April 1 6 , 2 0 1 8

April 2018
PS-6
Citigroup Global Markets Holdings Inc.
Callable Fixed to Floating Rate Leveraged CMS Spread Notes Due April 18, 2023

United States Federal Tax Considerations

In the opinion of our tax counsel, Davis Polk & Wardwell LLP, based on current market conditions, the notes should be treated as
"contingent payment debt instruments" for U.S. federal income tax purposes, as described in the section of the accompanying
prospectus supplement called "United States Federal Tax Considerations--Tax Consequences to U.S. Holders--Notes Treated as
Contingent Payment Debt Instruments," and the remaining discussion assumes this treatment is respected. This discussion herein
does not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Internal
Revenue Code of 1986, as amended.

If you are a U.S. Holder, you will be required to recognize interest income at the "comparable yield," which generally is the yield at
which we could issue a fixed-rate debt instrument with terms similar to those of the notes, including the level of subordination,
term, timing of payments and general market conditions, but excluding any adjustments for the riskiness of the contingencies or the
liquidity of the notes. We are required to construct a "projected payment schedule" in respect of the notes representing a payment
or a series of payments the amount and timing of which would produce a yield to maturity on the notes equal to the comparable
yield. The amount of interest you include in income in each taxable year based on the comparable yield will be adjusted upward or
downward to reflect the difference, if any, between the actual and projected payments on the notes as determined under the
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projected payment schedule.

Although it is not entirely clear how the comparable yield and projected payment schedule must be determined when a debt
instrument may be redeemed by the issuer prior to maturity, we have determined that the comparable yield for a note is a rate of
3.386%, compounded quarterly, and that the projected payment schedule with respect to a note consists of the following payments
(subject to the applicable business day convention):

July 18, 2018
$12.500
April 18, 2020
$3.855
January 18, 2022
$9.590
October 18, 2018
$12.500
July 18, 2020
$4.788
April 18, 2022
$10.266
January 18, 2019
$12.500
October 18, 2020
$5.573
July 18, 2022
$10.652
April 18, 2019
$12.500
January 18, 2021
$6.361
October 18, 2022
$11.127
July 18, 2019
$3.540
April 18, 2021
$7.191
January 18, 2023
$11.512
October 18, 2019
$3.216
July 18, 2021
$8.051
April 18, 2023
$1,011.829
January 18, 2020
$3.373
October 18, 2021
$8.846

N e it he r t he c om pa ra ble yie ld nor t he proje c t e d pa ym e nt sc he dule c onst it ut e s a re pre se nt a t ion by us
re ga rding t he a c t ua l a m ount s t ha t w e w ill pa y on t he not e s.

Upon the sale or exchange of the notes (including retirement upon early redemption or at maturity), you generally will recognize
gain or loss equal to the difference between the proceeds received and your adjusted tax basis in the notes. Your adjusted tax
basis will equal your purchase price for the notes increased by interest income previously included on the notes (without regard to
the adjustments described above) and decreased by prior payments according to the projected payment schedule. Any gain
generally will be treated as ordinary income, and any loss generally will be treated as ordinary loss to the extent of prior net interest
inclusions on the note and as capital loss thereafter.

Subject to the discussions in "United States Federal Tax Considerations--Tax Consequences to Non-U.S. Holders" and "--FATCA"
in the accompanying prospectus supplement, if you are a Non-U.S. Holder (as defined in the accompanying prospectus
supplement) of notes, under current law you generally will not be subject to U.S. federal withholding or income tax in respect of
payments on or amounts received on the sale, exchange, redemption or retirement of the notes, provided that (i) income in respect
of the notes is not effectively connected with your conduct of a trade or business in the United States, and (ii) you comply with the
applicable certification requirements. See "United States Federal Tax Considerations--Tax Consequences to Non-U.S. Holders" in
the accompanying prospectus supplement for a more detailed discussion of the rules applicable to Non-U.S. Holders of the notes.

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

Y ou should re a d t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x Conside ra t ions" in t he a c c om pa nying
prospe c t us supple m e nt . T he pre c e ding disc ussion, w he n re a d in c om bina t ion w it h t ha t se c t ion, c onst it ut e s
t he full opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x c onse que nc e s of
ow ning a nd disposing of t he not e s.

Y ou should a lso c onsult your t a x a dvise r re ga rding a ll a spe c t s of 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 not e s a nd a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -U .S.
t a x ing jurisdic t ion.

April 2018
PS-7
Citigroup Global Markets Holdings Inc.
Callable Fixed to Floating Rate Leveraged CMS Spread Notes Due April 18, 2023

Supplemental Plan of Distribution

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the notes, is acting as principal and
will receive an underwriting fee of up to $15.00 for each note sold in this offering (or up to $5.00 for each note sold to fee-based
advisory accounts). The actual underwriting fee will be equal to $15.00 for each note sold by CGMI directly to the public and will
otherwise be equal to the selling concession provided to selected dealers, as described in this paragraph. CGMI will pay selected
dealers not affiliated with CGMI a selling concession of up to $15.00 for each note they sell to accounts other than fee-based
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advisory accounts. CGMI will pay selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a
variable selling concession of up to $5.00 for each note they sell to fee-based advisory accounts.

CGMI is an affiliate of ours. Accordingly, this offering will conform with the requirements addressing conflicts of interest when
distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry Regulatory Authority. Client accounts over
which Citigroup Inc. or its subsidiaries have investment discretion will not be permitted to purchase the notes, either directly or
indirectly, without the prior written consent of the client.

See "Plan of Distribution; Conflicts of Interest" in the accompanying product supplement and "Plan of Distribution" in each of the
accompanying prospectus supplement and prospectus for additional information.

A portion of the net proceeds from the sale of the notes will be used to hedge our obligations under the notes. We have hedged
our obligations under the notes through CGMI or other of our affiliates. CGMI or such other of our affiliates may profit from this
hedging activity even if the value of the notes declines. For additional information on the ways in which our counterparties may
hedge our obligations under the notes, see "Use of Proceeds and Hedging" in the accompanying prospectus.

Valuation of the Notes

CGMI calculated the estimated value of the notes set forth on the cover page of this pricing supplement based on proprietary
pricing models. CGMI's proprietary pricing models generated an estimated value for the notes by estimating the value of a
hypothetical package of financial instruments that would replicate the payout on the notes, which consists of a fixed-income bond
(the "bond component") and one or more derivative instruments underlying the economic terms of the notes (the "derivative
component"). CGMI calculated the estimated value of the bond component using a discount rate based on our internal funding rate.
CGMI calculated the estimated value of the derivative component based on a proprietary derivative-pricing model, which generated
a theoretical price for the instruments that constitute the derivative component based on various inputs, including the factors
described under "Summary Risk Factors--The value of the notes prior to maturity will fluctuate based on many unpredictable
factors" in this pricing supplement, but not including our or Citigroup Inc.'s creditworthiness. These inputs may be market-
observable or may be based on assumptions made by CGMI in its discretionary judgment.

For a period of approximately four months following issuance of the notes, the price, if any, at which CGMI would be willing to buy
the notes from investors, and the value that will be indicated for the notes on any brokerage account statements prepared by CGMI
or its affiliates (which value CGMI may also publish through one or more financial information vendors), will reflect a temporary
upward adjustment from the price or value that would otherwise be determined. This temporary upward adjustment represents a
portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the notes. The amount of this
temporary upward adjustment will decline to zero on a straight-line basis over the four-month temporary adjustment period.
However, CGMI is not obligated to buy the notes from investors at any time. See "Summary Risk Factors--The notes will not be
listed on a securities exchange and you may not be able to sell them prior to maturity."

Certain Selling Restrictions

Hong Kong Special Administrative Region

The contents of this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus have
not been reviewed by any regulatory authority in the Hong Kong Special Administrative Region of the People's Republic of China
("Hong Kong"). Investors are advised to exercise caution in relation to the offer. If investors are in any doubt about any of the
contents of this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus, they
should obtain independent professional advice.

The notes have not been offered or sold and will not be offered or sold in Hong Kong by means of any document, other than

(i)
to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or

(ii)
to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the
"Securities and Futures Ordinance") and any rules made under that Ordinance; or

(iii)
in other circumstances which do not result in the document being a "prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that
Ordinance; and
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Document Outline

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