Obligation Citi Global Markets 0% ( US17324CUM62 ) en USD

Citi Global Markets

99 % ⇌

Etas-Unis

US17324CUM62 ( en USD )

30/04/2058

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CUM62 en USD 0%, échéance 30/04/2058

1 000 USD

7 490 000 USD

17324CUM6

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

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 US17324CUM62, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2058

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324CUM62, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324CUM62, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp90141_424b2-121.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
April 2 5 , 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 1 2 9
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -2 1 6 3 7 2 a nd 3 3 3 -2 1 6 3 7 2 -0 1
Floating Rate Notes Due April 30, 2058
·
The notes will pay interest at a floating rate that will be reset quarterly and will equal 3-month U.S. dollar LIBOR minus a
spread of 0.280% per annum, subject to a minimum interest rate of 0%. T he qua rt e rly int e re st pa ym e nt s on t he not e s
w ill va ry a nd m a y be pa id a t a ra t e a s low a s 0 % pe r a nnum .
·
You may request that we repurchase your notes on an annual basis (i.e., once every year) beginning approximately two years
after the original issue date, subject to your compliance with the minimum repurchase amount, the procedural requirements and
the other limitations set forth under "Key Terms" on page PS-2 and in "Annex A--Supplemental Terms of Notes--Early
Repurchase" of this pricing supplement. Y ou w ill re c e ive le ss t ha n your princ ipa l a m ount if you re que st t ha t w e
re purc ha se your not e s on a ny re purc ha se da t e prior t o April 3 0 , 2 0 3 9 .
·
The notes are unsecured and unsubordinated debt obligations of Citigroup Global Markets Holdings Inc. and are guaranteed by
Citigroup Inc. All pa ym e nt s due 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 .
·
There is uncertainty about the future of 3-month U.S. dollar LIBOR. The amount of interest payable on the notes will be
calculated using a substitute or successor rate selected by the issuer (or one of its affiliates), which may be subject to
adjustment, if 3-month U.S. dollar LIBOR is discontinued. See "Risk Factors" and "Determination of 3-month U.S. Dollar
LIBOR" in this pricing supplement.
·
It is important for you to consider the information contained in this pricing supplement together with the information contained
in the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the
extent inconsistent with replaces, the description of the general terms of the notes set forth in the accompanying prospectus
supplement and prospectus.
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.
St a t e d princ ipa l a m ount :
$1,000 per note
Aggre ga t e st a t e d princ ipa l
$7,490,000
a m ount :
Pric ing da t e :
April 25, 2018
Origina l issue da t e :
April 30, 2018. See "General Information--Supplemental information regarding plan of
distribution; conflicts of interest" in this pricing supplement.
M a t urit y da t e :
April 30, 2058. If the maturity date is not a business day, then the payment required to be
made on the maturity date will be made on the next succeeding business day with the same
force and effect as if made on the maturity date. No additional interest will accrue as a
result of delayed payment.
Pa ym e nt a t m a t urit y:
Unless earlier repurchased, $1,000 per note plus any accrued and unpaid interest
I nt e re st ra t e pe r a nnum :
For each interest period, a floating rate equal to 3-month U.S. dollar LIBOR determined on
the second London business day prior to the first day of the applicable interest period minus
a spread of 0.280% per annum, subject to a minimum interest rate of 0.00% per annum for
any interest period
I nt e re st pe riod:
Each three-month period from and including an interest payment date (or the original 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:
Interest on the notes is payable quarterly on the 30th day of each January, April, July and
October, beginning on July 30, 2018 and ending on the maturity date or, if applicable, the
applicable repurchase date. If any interest payment date is not a business day, then the
payment required to be made on that interest payment date will be made on the next
succeeding business day with the same force and effect as if made on that interest payment
date. No additional interest will accrue as a result of delayed payment.
Da y c ount c onve nt ion:
Actual/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
CU SI P / I SI N :
17324CUM6 / US17324CUM62
List ing:
The notes will not be listed on any securities exchange and, accordingly, may have limited
or no market liquidity.
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer
U nde rw rit ing fe e a nd issue
I ssue pric e
U nde rw rit ing fe e (1)
Proc e e ds t o issue r
pric e :
Pe r not e :
$1,000
$10
$990
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T ot a l:
$7,490,000.00
$74,900.00
$7,415,100.00
(Key Terms continued on next page)
(1) 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 $10 for each $1,000 note sold in this offering. Selected dealers not affiliated with CGMI will
receive a selling concession of $10 for each note they sell. See "General Information--Fees and selling concessions" 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 notes declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
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 fix e d-
ra t e de bt se c urit ie s. Se e "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 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 prospectus supplement and prospectus, each of
which can be accessed via the hyperlink below.
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.
Floating Rate Notes Due April 30, 2058

K EY T ERM S (c ont inue d)
Ea rly re purc ha se :
You may request that we repurchase all or any portion of your notes on any repurchase date on
or after April 30, 2020 (the "initial repurchase date") by following the procedures described under
"Annex A--Supplemental Terms of Notes--Early Repurchase," which will include us receiving a
repurchase notice by no later than 4:00 p.m., New York City time, fifteen business days prior to
the relevant repurchase date. If you fail to comply with these procedures, your notice will be
deemed ineffective. To exercise the early repurchase right, you must submit notes for
repurchase having an aggregate stated principal amount equal to the minimum repurchase
amount of $100,000 or an integral multiple of $1,000 in excess thereof.
Re purc ha se a m ount :
Upon early repurchase, you will receive for each $1,000 stated principal amount note, on the
applicable repurchase date, a cash "repurchase amount" equal to the following amount, as
applicable, plus any accrued and unpaid interest:

Re purc ha se da t e s oc c urring:

From and including April 30, 2020 to and including April 30, 2028
$980

From and including April 30, 2029 to and including April 30, 2038
$990

From and including April 30, 2039 to but excluding the maturity date
$1,000

Y ou m a y re que st t ha t w e re purc ha se your not e s on a n a nnua l ba sis ( i.e., onc e
e ve ry ye a r) on or a ft e r t he init ia l re purc ha se da t e , subje c t t o your c om plia nc e
w it h t he m inim um re purc ha se a m ount , t he proc e dura l re quire m e nt s a nd t he
ot he r lim it a t ions se t fort h he re in a nd unde r "Anne x A--Supple m e nt a l T e rm s of
N ot e s--Ea rly Re purc ha se ." Y ou w ill re c e ive le ss t ha n your st a t e d princ ipa l
a m ount pe r not e if you re que st t ha t w e re purc ha se your not e s on a ny
re purc ha se da t e prior t o April 3 0 , 2 0 3 9 .

Depending on market conditions, including changes in interest rates, it is possible that the value
of the notes in the secondary market at any time may be greater than the repurchase amount.
Accordingly, prior to exercising the early repurchase right described above, you should contact
the broker or other entity through which the notes are held to determine whether a sale of the
notes in the secondary market may result in greater proceeds than the repurchase amount.
Re purc ha se da t e s:
$ 9 8 0 re purc ha se
$ 9 9 0 re purc ha se
$ 1 ,0 0 0 re purc ha se a m ount
a m ount
a m ount
April 30, 2020
April 30, 2029
April 30, 2039
April 30, 2021
April 30, 2030
April 30, 2040
April 30, 2022
April 30, 2031
April 30, 2041
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April 30, 2023
April 30, 2032
April 30, 2042
April 30, 2024
April 30, 2033
April 30, 2043
April 30, 2025
April 30, 2034
April 30, 2044
April 30, 2026
April 30, 2035
April 30, 2045
April 30, 2027
April 30, 2036
April 30, 2046
April 30, 2028
April 30, 2037
April 30, 2047

April 30, 2038
April 30, 2048

April 30, 2049

April 30, 2050

April 30, 2051

April 30, 2052

April 30, 2053

April 30, 2054

April 30, 2055

April 30, 2056

April 30, 2057
If any repurchase date is not a business day, then the payment required to be made on that
repurchase date will be made on the next succeeding business day with the same force and
effect as if made on that repurchase date. No additional interest will accrue as a result of delayed
payment.
Re purc ha se not ic e :
A repurchase notice substantially in the form of the repurchase notice set forth in Annex B to this
pricing supplement

April 2018
PS-2
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due April 30, 2058

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the notes. You should read the risk factors below
together with 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. We also urge you to consult
your investment, legal, tax, accounting and other advisors in connection with your investment in the notes.

T he a m ount of int e re st pa ya ble on t he not e s w ill va ry. The notes differ from conventional fixed-rate debt securities
in that the interest payable on the notes will vary based on the level of 3-month U.S. dollar LIBOR and may be as low as
0.00%. The notes will bear interest during each quarterly interest period at a per annum rate equal to the level of 3-month U.S.
dollar LIBOR determined on the second London business day prior to the first day of the applicable interest period minus a
spread of 0.280% per annum, subject to a minimum interest rate of 0.00% per annum. The per annum interest rate that is
determined on the relevant interest determination date will apply to the entire interest period following that interest
determination date, even if 3-month U.S. dollar LIBOR increases during that interest period, but is applicable only to that
quarterly interest period; interest payments for any other quarterly interest period will vary.

T he yie ld on t he not e s m a y be low e r t ha n t he yie ld on a c onve nt iona l fix e d -ra t e de bt se c urit y of ours of
c om pa ra ble m a t urit y. The notes will bear interest during each quarterly interest period at a per annum rate equal to the
level of 3-month U.S. dollar LIBOR determined on the second London business day prior to the first day of the applicable
interest period minus a spread of 0.280% per annum, subject to a minimum interest rate of 0.00% per annum. As a result, the
effective yield on your notes may be less than that which would be payable on a conventional fixed-rate debt security of ours
(guaranteed by Citigroup Inc.) of comparable maturity.

T he le ve l of 3 -m ont h U .S. dolla r LI BOR a pplic a ble t o a ny int e re st pe riod w ill be re duc e d by 0 .2 8 0 % pe r
a nnum . When determining the interest payable on the notes during each quarterly interest period, 0.280% will be deducted
from the level of 3-month U.S. dollar LIBOR determined on the second London business day prior to the first day of the
applicable interest period. As a result, the interest payable on the notes will be less than that which would be payable without
such deduction.

T he not e s m a y be risk ie r t ha n a n inve st m e nt w it h a short e r t e rm . The notes have a relatively long term to
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maturity. Accordingly, if you do not own a sufficient principal amount of notes to satisfy the minimum repurchase amount in
connection with an exercise of the early repurchase right, you will be subject to heightened risks as compared to an investment
in notes with a shorter term because you will be subject to those risks for a longer period of time. For example, because of the
longer time horizon of the notes, you will be subject to greater risk that we and Citigroup Inc. may default on our obligations
under the notes at some point prior to maturity. In addition, you will be subject to greater interest rate risk. If 3-month U.S.
dollar LIBOR fails to increase significantly from current levels, you may be holding a long-dated security with a yield that is
lower than you might achieve on other investments, including our fixed rate debt securities of the same maturity. The relatively
long term of the notes means that it may be a considerable length of time before you would be able to redeploy your funds to a
higher yielding investment. Moreover, the value of a longer-dated note is typically less than the value of an otherwise
comparable note with a shorter term, so that, if you were to desire to sell the notes prior to maturity in order to invest in a
better performing alternative investment, you may not be able to do so except at a substantial loss.

I f you re que st t ha t w e re purc ha se your not e s on a ny re purc ha se da t e on or prior t o April 3 0 , 2 0 3 8 , you
w ill re c e ive le ss t ha n t he st a t e d princ ipa l a m ount of your not e s. The repurchase amount for any repurchase date
from and including April 30, 2020 to and including April 30, 2028 is equal to $980 for each $1,000 stated principal amount note,
plus any accrued and unpaid interest. The repurchase amount for any repurchase date from and including April 30, 2029 to
and including April 30, 2038 is equal to $990 for each $1,000 stated principal amount note, plus any accrued and unpaid
interest. As a result, if you request that we repurchase your notes on any repurchase date on or prior to April 30, 2038, you
will receive less than the stated principal amount of your notes upon an early repurchase.

T he re a re re st ric t ions on your a bilit y t o re que st t ha t w e re purc ha se your not e s. To request that we
repurchase your notes, you must submit at least the minimum repurchase amount of $100,000 in stated principal amount of
your notes. You may not exercise the early repurchase right prior to April 30, 2020, and thereafter you may exercise the early
repurchase right only once every year. In addition, if you elect to exercise your early repurchase right, your request that we
repurchase your notes is only valid if we receive your repurchase notice by no later than 4:00 p.m., New York City time, fifteen
business days prior to the relevant repurchase date and if you follow the procedures described under "Annex A--Supplemental
Terms of Notes--Early Repurchase" and we or our affiliates acknowledge receipt of the repurchase notice that same day. If we
do not receive that repurchase notice or we or our affiliates do not acknowledge receipt of that notice, your repurchase request
will not be effective and we will not be required to repurchase your notes on the corresponding repurchase date. Because of
the timing requirements of the repurchase notice, settlement of the repurchase will be prolonged when compared to a sale and
settlement in a secondary market sale transaction. As your request that we repurchase your notes is irrevocable, this will
subject you to market risk in the event the market fluctuates after we receive your request.

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 ., a nd
a ny a c t ua l or pe rc e ive d c ha nge s t o t he c re dit w ort hine ss of e it he r e nt it y m a y a dve rse ly a ffe c t t he va lue
of t he not e s. You are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup
Global Markets Holdings Inc. defaults on its obligations under the notes and Citigroup Inc. defaults on its guarantee obligations,
your investment would be at risk and you could

April 2018
PS-3
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due April 30, 2058

lose some or all of your investment. As a result, the value of the notes will be affected by changes in the market's view of the
creditworthiness of Citigroup Global Markets Holdings Inc. or Citigroup Inc. Any decline, or anticipated decline, in the credit
ratings of either entity or any increase, or anticipated increase, in the credit spreads of either entity is likely to adversely affect
the value of the notes.

T he not e 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 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, except to the extent the early repurchase right is available, an investor must be prepared
to hold the notes until maturity.
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I m m e dia t e ly follow ing issua nc e , a ny se c onda ry m a rk e t bid pric e provide d by CGM I , a nd t he va lue t ha t
w ill be indic a t e d on a ny brok e ra ge a c c ount st a t e m e nt s pre pa re d by CGM I or it s a ffilia t e s, w ill re fle c t a
t e m pora ry upw a rd a djust m e nt . The amount of this temporary upward adjustment will steadily decline to zero over the
temporary adjustment period. See "General Information--Temporary adjustment period" in this pricing supplement.

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 to a repurchase date occurring on or after April 30, 2039. If you are able to sell your
notes in the secondary market prior to maturity, you are likely to receive less than the stated principal amount of the notes.

T he inc lusion of unde rw rit ing fe e s a nd proje c t e d profit from he dging in t he issue pric e is lik e ly t o
a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no changes in market conditions or other relevant factors, the
price, if any, at which CGMI may be willing to purchase the notes in secondary market transactions will likely be lower than the
issue price since the issue price of the notes will include, and secondary market prices are likely to exclude, underwriting fees
paid with respect to the notes, as well as the cost of hedging our obligations under the notes. The cost of hedging includes the
projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging
transactions. The secondary market prices for the notes are also likely to be reduced by the costs of unwinding the related
hedging transactions. Our affiliates may realize a profit from hedging activity even if the value of the notes declines. In addition,
any secondary market prices for the notes may differ from values determined by pricing models used by CGMI, as a result of
dealer discounts, mark-ups or other transaction costs.

T he pric e a t w hic h you m a y be a ble t o se ll your not e s prior t o m a t urit y w ill de pe nd on a num be r of
fa c t ors a nd m a y be subst a nt ia lly le ss t ha n t he a m ount you origina lly inve st . A number of factors will influence
the value of the notes in any secondary market that may develop and the price at which CGMI may be willing to purchase the
notes in any such secondary market, including: the level and volatility of 3-month U.S. dollar LIBOR, interest rates in the
market, the time remaining to maturity of the notes, changes in CGMI's estimation of the value of the early repurchase right,
hedging activities by our affiliates, fees and projected hedging fees and profits and any actual or anticipated changes in the
credit ratings, financial condition and results of either Citigroup Global Markets Holdings Inc. or Citigroup Inc. The value of the
notes will vary and is likely to be less than the issue price at any time prior to maturity, and sale of the notes prior to maturity
may result in a loss.

T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of t he issue r, w ill m a k e de t e rm ina t ions w it h re spe c t t o t he
not e s. Citibank, N.A., the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citibank, N.A. will
determine, among other things, the level of 3-month U.S. dollar LIBOR and will calculate the interest payable to you on each
interest payment date. Any of these determinations or calculations made by Citibank, N.A. in its capacity as calculation agent,
including with respect to the calculation of the level of 3-month U.S. dollar LIBOR in the event of the unavailability of the level
of 3-month U.S. dollar LIBOR, may adversely affect the amount of one or more interest payments to you.

H e dging a nd t ra ding a c t ivit y by us or our a ffilia t e s c ould re sult in a c onflic t of int e re st . One or more of our
affiliates have entered into hedging transactions. This hedging activity involves trading in instruments, such as options, swaps
or futures, based upon 3-month U.S. dollar LIBOR. This hedging activity may present a conflict between your interest in the
notes and the interests our affiliates have in executing, maintaining and adjusting their hedge transactions because it could
affect the price at which our affiliate CGMI may be willing to purchase your notes in the secondary market. Because hedging
our obligations under the notes involves risk and may be influenced by a number of factors, it is possible that our affiliates may
profit from hedging activity, even if the value of the notes declines.

T he hist oric a l pe rform a nc e of 3 -m ont h U .S. dolla r LI BOR is not a n indic a t ion of it s fut ure pe rform a nc e .
The historical performance of 3-month U.S. dollar LIBOR, which is included in this pricing supplement, should not be taken as
an indication of the future performance of 3-month U.S. dollar LIBOR during the term of the notes. Changes in the level of 3-
month U.S. dollar LIBOR will affect the value of the notes, but it is impossible to predict whether the level of 3-month U.S.
dollar LIBOR will rise or fall.

U nc e rt a int y a bout t he fut ure of LI BOR m a y a dve rse ly a ffe c t 3 -m ont h U .S. dolla r LI BOR a nd t he re fore t he
re t urn on a nd t he va lue of t he not e s. 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

April 2018
PS-4
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Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due April 30, 2058

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. At this time, no consensus exists as to
what rate or rates may become accepted alternatives to LIBOR and it is impossible to predict the effect of any such alternatives
on the value of LIBOR-based securities, such as the notes. Uncertainty as to the nature of alternative reference rates and as to
potential changes or other reforms to LIBOR may adversely affect 3-month U.S. dollar LIBOR during the term of the notes and
your return on the notes and the market for LIBOR-based securities, including the notes.

T he a m ount of int e re st pa ya ble on t he not e s w ill be de t e rm ine d using a lt e rna t ive m e t hods if 3 -m ont h
U .S. dolla r LI BOR is no longe r a va ila ble on t he Re ut e rs de signa t e d LI BOR pa ge a nd w ill be c a lc ula t e d
using a subst it ut e or suc c e ssor ra t e se le c t e d by us (or one of our a ffilia t e s) if 3 -m ont h U .S. dolla r LI BOR
is disc ont inue d. If, during the term of the notes, 3-month U.S. dollar LIBOR is no longer quoted on the Reuters designated
LIBOR page described in "Determination of 3-Month U.S. Dollar LIBOR" below, 3-month U.S. dollar LIBOR will be determined
using the alternative methods described in "Determination of 3-Month U.S. Dollar LIBOR" below. Any of these alternative
methods may result in interest payments on the notes that are lower than or do not otherwise correlate over time with the
interest payments that would have been made on the notes if the Reuters designated LIBOR page had remained available.
Any of the foregoing may have an adverse effect on your return on the notes and their value.

Additionally, if during the term of the notes the issuer (or its affiliate) determines that 3-month U.S. dollar LIBOR has been
discontinued or is permanently no longer being published, it will use a substitute or successor rate that it has determined, in its
sole discretion after consulting with any source it deems to be reasonable, to be the industry-accepted substitute or successor
rate, or, if there is no such industry-accepted substitute or successor rate, a substitute or successor rate that is most
comparable to 3-month U.S. dollar LIBOR. The issuer (or such affiliate) also will determine, in its sole discretion after
consulting with any source it deems to be reasonable, any adjustments to the relevant methodology or definitions for
calculating such substitute or successor rate, including any adjustment factor needed to make such substitute or successor rate
comparable to 3-month U.S. dollar LIBOR, in a manner that is consistent with any industry-accepted practices for such
substitute or successor rate. The issuer's (or its affiliate's) interests in making the determinations described above may be
adverse to your interests as a holder of the notes and may have an adverse effect on your return on the notes and their value.

Y ou w ill ha ve no right s a ga inst t he publishe r of 3 -m ont h U .S. dolla r LI BOR. You will have no rights against the
publisher of 3-month U.S. dollar LIBOR even though the amount you receive on each interest payment date will depend upon
the level of 3-month U.S. dollar LIBOR. The publisher of 3-month U.S. dollar LIBOR is not in any way involved in this offering
and has no obligations relating to the notes or the holders of the notes.

April 2018
PS-5
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due April 30, 2058

Ge ne ra l I nform a t ion
T e m pora ry a djust m e nt pe riod:
For a period of approximately six 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 six-month temporary adjustment period. However, CGMI is not obligated to
buy the notes from investors at any time. See "Risk Factors--The notes will not be listed
on any securities exchange and you may not be able to sell them prior to maturity."
U .S. fe de ra l inc om e t a x
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes should be treated as
c onside ra t ions:
"variable rate debt instruments" for U.S. federal income tax purposes. Under this treatment,
stated interest on the notes will be taxable to a U.S. Holder (as defined in the
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accompanying prospectus supplement) as ordinary interest income at the time it accrues or
is received in accordance with the U.S. Holder's method of tax accounting.

Upon the sale or other taxable disposition of a note, a U.S. Holder generally will recognize
capital gain or loss equal to the difference between the amount realized on the disposition
(other than any amount attributable to accrued interest, which will be treated as a payment
of interest) and the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted
tax basis in a note generally will equal the cost of the note to the U.S. Holder. Such gain
or loss generally will be long-term capital gain or loss if the U.S. Holder has held the note
for more than one year at the time of disposition.

Subject to the discussion in "United States Federal Tax Considerations" in the
accompanying prospectus supplement, under current law Non-U.S. Holders (as defined in
the accompanying prospectus supplement) generally will not be subject to U.S. federal
withholding or income tax with respect to interest paid on and amounts received on the
sale, exchange or retirement of the notes if they comply with applicable certification
requirements. Special rules apply to Non-U.S. Holders whose income on the notes is
effectively connected with the conduct of a U.S. trade or business or who are individuals
present in the United States for 183 days or more in a taxable year.

The discussions herein and in the accompanying prospectus supplement do not address
the consequences to taxpayers subject to special tax accounting rules under Section
451(b) of the Code.

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. I t doe s not a ddre ss t he pot e nt ia l c onse que nc e s of a n inve st m e nt in
t he not e s for t he t a x t re a t m e nt of your ot he r inve st m e nt s or t ra nsa c t ions.

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.
N ot e s use d a s qua lifie d
Prospective investors seeking to treat the notes as "qualified replacement property" for
re pla c e m e nt prope rt y:
purposes of Section 1042 of the Internal Revenue Code of 1986, as amended (the "Code"),
should be aware that Section 1042 requires the issuer to meet certain requirements in
order for the notes to constitute qualified replacement property. In general, qualified
replacement property is a security issued by a domestic corporation that did not, for the
taxable year preceding the taxable year in which such security was purchased, have
"passive investment income" in excess of 25 percent of the gross receipts of such
corporation for such preceding taxable year (the "passive income test"). For purposes of
the passive income test, where the issuing corporation is in control of one or more
corporations or such issuing corporation is controlled by one or more other corporations, all
such corporations are treated as one corporation (the "affiliated group") when computing
the amount of passive investment income under Section 1042.

Citigroup Global Markets Holdings Inc. believes that less than 25 percent of its affiliated
group's gross receipts was passive investment income for the taxable year ending
December 31, 2017. In making this determination, we have made certain assumptions and
used procedures which we

April 2018
PS-6
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due April 30, 2058

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believe are reasonable. Accordingly, Citigroup Global Markets Holdings Inc., as issuer, is of
the view that the notes should qualify as "qualified replacement property." Citigroup Global
Markets Holdings Inc. cannot give any assurance as to whether its affiliated group will
continue to meet the passive income test. It is, in addition, possible that the Internal
Revenue Service may disagree with the manner in which Citigroup Global Markets
Holdings Inc. has calculated the affiliated group's gross receipts (including the
characterization thereof) and passive investment income and the conclusions reached
herein.

The notes are securities with no established trading market. No assurance can be given as
to whether a trading market for the notes will develop or as to the liquidity of a trading
market for the notes. The availability and liquidity of a trading market for the notes will also
be affected by the degree to which purchasers treat the notes as qualified replacement
property.
T rust e e :
The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will
serve as trustee for the notes.
U se of proc e e ds a nd he dging:
The net proceeds received from the sale of the notes will be used for general corporate
purposes and, in part, in connection with hedging our obligations under the notes through
one or more of our affiliates.

Hedging activities related to the notes by one or more of our affiliates involves trading in
one or more instruments, such as options, swaps and/or futures, based on 3-month U.S.
dollar LIBOR and/or taking positions in any other available securities or instruments that we
may wish to use in connection with such hedging. It is possible that our affiliates may profit
from this hedging activity, even if the value of the notes declines. Profit or loss from this
hedging activity could affect the price at which Citigroup Global Markets Holdings Inc.'s
affiliate, CGMI, may be willing to purchase your notes in the secondary market. For further
information on our use of proceeds and hedging, see "Use of Proceeds and Hedging" in the
accompanying prospectus.
ERI SA a nd I RA purc ha se
Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus
c onside ra t ions:
supplement for important information for investors that are ERISA or other benefit plans or
whose underlying assets include assets of such plans.
Fe e s a nd se lling c onc e ssions:
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 $10 for each note
sold in this offering. CGMI will pay selected dealers not affiliated with CGMI a selling
concession of $10 for each note they sell.

Additionally, it is possible that CGMI and its affiliates may profit from hedging activity
related to this offering, even if the value of the notes declines. You should refer to "Risk
Factors" above and the section "Use of Proceeds and Hedging" in the accompanying
prospectus.
Supple m e nt a l inform a t ion
The terms and conditions set forth in the Amended and Restated Global Selling Agency
re ga rding pla n of dist ribut ion;
Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., Citigroup
c onflic t s of int e re st :
Inc. and the agents named therein, including CGMI, govern the sale and purchase of the
notes.

The notes will not be listed on any securities exchange.

In order to hedge its obligations under the notes, Citigroup Global Markets Holdings Inc.
has entered into one or more swaps or other derivatives transactions with one or more of
its affiliates. You should refer to the sections "Risk Factors--Hedging and trading activity by
us or our affiliates could result in a conflict of interest," and "General Information--Use of
proceeds and hedging" in this pricing supplement and the section "Use of Proceeds and
Hedging" in the accompanying prospectus.

Secondary market sales of securities typically settle two business days after the date on
which the parties agree to the sale. Because the issue date for the securities is more than
two business days after the pricing date, investors who wish to sell the securities at any
time prior to the second business day preceding the issue date will be required to specify
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an alternative settlement date for the secondary market sale to prevent a failed settlement.
Investors should consult their own investment advisors in this regard.

CGMI is an affiliate of Citigroup Global Markets Holdings Inc. Accordingly, the offering of
the notes will conform with the requirements addressing conflicts of interest when
distributing the securities of an affiliate set forth in Rule 5121 of the Conduct Rules of the
Financial Industry Regulatory Authority, Inc. Client accounts over which Citigroup Inc., its
subsidiaries or affiliates of its subsidiaries have investment discretion are not permitted to
purchase the notes, either directly

April 2018
PS-7
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due April 30, 2058

or indirectly, without the prior written consent of the client. See "Plan of Distribution;
Conflicts of Interest" in the accompanying prospectus supplement for more information.
Ca lc ula t ion a ge nt :
Citibank, N.A., an affiliate of Citigroup Global Markets Holdings Inc., will serve as
calculation agent for the notes. All determinations made by the calculation agent will be at
the sole discretion of the calculation agent and will, in the absence of manifest error, be
conclusive for all purposes and binding on Citigroup Global Markets Holdings Inc.,
Citigroup Inc. and the holders of the notes. Citibank, N.A. is obligated to carry out its duties
and functions as calculation agent in good faith and using its reasonable judgment.
Pa ying a ge nt :
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security
representing the notes as custodian for The Depository Trust Company ("DTC").

We encourage you to also read the accompanying prospectus supplement and prospectus, which can be accessed via the
hyperlink on the cover page of this pricing supplement.

Determination of Interest Payments

On each interest payment date, the amount of each interest payment will equal (i) the stated principal amount of the notes
multiplied by the interest rate in effect during the applicable interest period multiplied by (ii) the number of days in the applicable
interest period divided by 360.

Determination of 3-month U.S. Dollar LIBOR

3-month U.S. dollar LIBOR is a daily reference rate fixed in U.S. dollars based on the interest rates at which banks borrow funds
from each other for a term of three months, in marketable size, in the London interbank market. For each interest period, 3-month
U.S. dollar LIBOR will equal the rate for 3-month U.S. dollar LIBOR appearing on Reuters screen LIBOR01 at approximately 11:00
a.m. (London time) on the second London business day prior to the first day of that interest period, which we refer to as an interest
determination date. If Reuters screen LIBOR01 is replaced by another page, or if Reuters is replaced by a successor service, then
"Reuters screen LIBOR01" means the replacement page or service selected to display the London interbank offered rates of major
banks for U.S. dollars.

If 3-month U.S. dollar LIBOR cannot be determined on any day on which 3-month U.S. dollar LIBOR is required as described
above, then the calculation agent will determine 3-month U.S. dollar LIBOR as follows:

·
The calculation agent (after consultation with us) will select four major banks in the London interbank market.

·
The calculation agent will request that the principal London offices of those four selected banks provide their offered
quotations to prime banks in the London interbank market at approximately 11:00 a.m., London time, on the relevant date.
These quotations shall be for deposits in U.S. dollars for the period of three months, commencing on the relevant date.
Offered quotations must be based on a principal amount equal to at least $1,000,000.

(1) If two or more quotations are provided, 3-month U.S. dollar LIBOR for the interest period will be the arithmetic
average of those quotations.
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(2) If fewer than two quotations are provided, the calculation agent (after consultation with us) will select three major
banks in New York City and follow the steps in the two bullet points below.

·
The calculation agent will then determine 3-month U.S. dollar LIBOR for the interest period as the arithmetic average of
rates quoted by those three major banks in New York City to leading European banks at approximately 11:00 a.m., New
York City time, on the relevant date. The rates quoted will be for loans in U.S. dollars for the period of three months,
commencing on the relevant date. Rates quoted must be based on a principal amount of at least $1,000,000.

·
If fewer than three New York City banks selected by the calculation agent are quoting rates, 3-month U.S. dollar LIBOR for
the interest period will be the same as for the immediately preceding interest period.

Notwithstanding the foregoing, if, on or prior to any interest determination date, the issuer (or one of its affiliates) determines that 3-
month U.S. dollar LIBOR has been discontinued or is permanently no longer being published, the issuer (or such affiliate) will use a
substitute or successor rate that it has determined, in its sole discretion after consulting any source it deems to be reasonable, is
(a) the industry-accepted substitute or successor rate for 3-month U.S. dollar LIBOR or (b) if there is no such industry-accepted
substitute or successor rate, a substitute or successor rate that is most comparable to 3-month U.S. dollar LIBOR.

Upon selection of a substitute or successor rate, the issuer (or such affiliate) may determine, in its sole discretion after consulting
any source it deems to be reasonable, the day count, the business day convention, the definition of business day, the relevant date
on which the substitute or successor rate is determined for each interest period and any other relevant methodology or definition
for

April 2018
PS-8
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due April 30, 2058

calculating such substitute or successor rate, including any adjustment factor it determines is needed to make such substitute or
successor rate comparable to 3-month U.S. dollar LIBOR, in a manner that is consistent with any industry-accepted practices for
such substitute or successor rate.

A "business day" means any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking
institutions are authorized or obligated by law or executive order to close.

A "London business day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank
market.

Historical Information on 3-month U.S. Dollar LIBOR

3-month U.S. dollar LIBOR was 2.36561% on April 25, 2018.

The graph below shows the published daily rate for 3-month U.S. dollar LIBOR for each day it was available from January 2, 2008
to April 25, 2018. We obtained the values below from Bloomberg L.P., without independent verification. The values below do not
reflect the spread that will be deducted from 3-month U.S. dollar LIBOR in determining the rate at which interest is paid on the
notes. You should not take the historical performance of 3-month U.S. dollar LIBOR as an indication of future performance.

H ist oric a l 3 -M ont h U .S. Dolla r LI BOR
J a nua ry 2 , 2 0 0 8 t o April 2 5 , 2 0 1 8
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