Obligation Citi Global Markets 8.6% ( US17324CVQ67 ) en USD

Citi Global Markets

89 % ⇌

Etas-Unis

US17324CVQ67 ( en USD )

8.6% par an ( paiement semestriel )

02/06/2028

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CVQ67 en USD 8.6%, échéance 02/06/2028

1 000 USD

1 100 000 USD

17324CVQ6

N/A

02/06/2025 ( Dans 23 jours )

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.

Citigroup Global Markets Holdings a émis une obligation (ISIN US17324CVQ67, CUSIP 17324CVQ6) d'une valeur totale de 1 100 000 USD, négociée actuellement à 89 % de sa valeur nominale, offrant un taux d'intérêt de 8,6 %, payable semestriellement, et arrivant à échéance le 02/06/2028, avec un investissement minimum de 1 000 USD, non notée par Moody's.

424B2 1 dp91559_424b2-us1850050.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
M a y 2 9 , 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 9 4
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 Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Russell 2000®
Index and the Shares of the iShares® MSCI Emerging Markets ETF Due June 2, 2028
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The securities offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets
Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for quarterly contingent coupon payments at an
annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt
securities of the same maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) your
actual yield may be lower than the yield on our conventional debt securities of the same maturity because you may not receive
one or more, or any, contingent coupon payments and (ii) your actual yield may be negative because you may receive
significantly less than the stated principal amount of your securities at maturity. These risks will depend on the performance of
the w orst pe rform ing of the Russell 2000® Index and the shares of the iShares® MSCI Emerging Markets ETF (each, an
"underlying asset"), as described below. You will be subject to risks associated with both underlying assets and will be
negatively affected by adverse movements in either of the underlying assets regardless of the performance of the other
underlying asset. Although you will be exposed to downside risk with respect to the worst performing underlying asset, you will
not participate in any appreciation of either underlying asset or receive any dividends paid on the securities included in or held
by either underlying asset.
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We have the right to call the securities for mandatory redemption on any potential redemption date beginning approximately
one year after issuance.
?
Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not
receiving any payments due under the securities if we and Citigroup Inc. default on our obligations. All pa ym e nt s on t he
se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
K EY T ERM S

I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
U nde rlying
U nde rlying a sse t s
St a rt ing va lue *
Coupon ba rrie r
Fina l ba rrie r
a sse t s:
va lue * *
va lue * * *
Russell 2000® Index
1,623.649
1,217.737
974.189
Shares of the iShares® MSCI
$45.35
$34.013
$27.210
Emerging Markets ETF
* The closing level or closing price of the applicable underlying asset on the pricing date
** For each underlying asset, 75% of its starting value
*** For each underlying asset, 60% of its starting value
Aggre ga t e st a t e d $1,100,000
princ ipa l a m ount :
St a t e d princ ipa l
$1,000 per security
a m ount :
Pric ing da t e :
May 29, 2018
I ssue da t e :
May 31, 2018
V a lua t ion da t e s:
The 29th day of each May, August and November and the last day of the month in the case of each
February, beginning in August 2018 and ending on May 30, 2028 (the "final valuation date"), each subject to
postponement if such date is not a scheduled trading day for either underlying asset or if certain market
disruption events occur with respect to either underlying asset
M a t urit y da t e :
Unless earlier redeemed by us, June 2, 2028
Cont inge nt
For each valuation date, the third business day after such valuation date, except that the contingent coupon
c oupon pa ym e nt
payment date for the final valuation date will be the maturity date
da t e s:
Cont inge nt
On each quarterly contingent coupon payment date, unless previously redeemed, the securities will pay a
c oupon:
contingent coupon equal to 2.15% (approximately 8.60% per annum) of the stated principal amount of the
securities if a nd only if the closing value of the worst performing underlying asset on the related valuation
date is greater than or equal to the applicable coupon barrier value. I f t he c losing va lue of t he w orst
pe rform ing unde rlying a sse t on a ny qua rt e rly va lua t ion da t e is le ss t ha n t he a pplic a ble
c oupon ba rrie r va lue , you w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt on t he re la t e d
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c ont inge nt c oupon pa ym e nt da t e .
Pa ym e nt a t
Unless earlier redeemed by us, you will be entitled to receive at maturity for each security you then hold:
m a t urit y:
? If the closing value of the worst performing underlying asset on the final valuation date is gre a t e r
t ha n or e qua l t o the applicable coupon barrier value: $1,000 plus the contingent coupon payment due
at maturity
? If the closing value of the worst performing underlying asset on the final valuation date is le ss t ha n
the applicable coupon barrier value but gre a t e r t ha n or e qua l t o the applicable final barrier value:
$1,000
? If the closing value of the worst performing underlying asset on the final valuation date is le ss t ha n
the applicable final barrier value:
$1,000 × the underlying asset performance factor of the worst performing underlying asset on the final
valuation date
I f t he c losing va lue of t he w orst pe rform ing unde rlying a sse t on t he fina l va lua t ion da t e
is le ss t ha n t he a pplic a ble fina l ba rrie r va lue , you w ill re c e ive le ss t ha n 6 0 % of t he st a t e d
princ ipa l a m ount of your se c urit ie s, a nd possibly not hing, a t m a t urit y, a nd you w ill not
re c e ive a ny c ont inge nt c oupon pa ym e nt a t m a t urit y.
U nde rw rit ing fe e a nd issue
I ssue pric e (1)(2)
U nde rw rit ing fe e (3)
Proc e e ds t o issue r
pric e :
Pe r se c urit y:
$1,000.00
$33.75
$966.25
T ot a l:
$1,100,000.00
$37,125.00
$1,062,875.00
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $933.30 per security, which is less than the issue price. The
estimated value of the securities is based on Citigroup Global Markets Inc.'s ("CGMI") proprietary pricing models and our internal funding rate. It
is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person
may be willing to buy the securities from you at any time after issuance. See "Valuation of the Securities" in this pricing supplement.
(2) The issue price for investors purchasing the securities in fee-based advisory accounts will be $966.25 per security, assuming no custodial fee
is charged by a selected dealer, and up to $971.25 per security, assuming the maximum custodial fee is charged by a selected dealer. See
"Supplemental Plan of Distribution" in this pricing supplement.
(3) For more information on the distribution of the securities, see "Supplemental Plan of Distribution" in this pricing supplement. In addition to the
underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See
"Use of Proceeds and Hedging" in the accompanying prospectus.
I nve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in
c onve nt iona l de bt se c urit ie s. Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS -4 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s
a pprove d or disa pprove d of t he se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he
a c c om pa nying produc t supple m e nt , unde rlying supple m e nt , prospe c t us supple m e nt a nd prospe c t us is
t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse . You should read this pricing
supplement together with the accompanying product supplement, underlying supplement, prospectus supplement and
prospectus, each of which can be accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 4 -0 6 da t e d April 7 , 2 0 1 7 U nde rlying Supple m e nt N o. 6 da t e d April 7 , 2 0 1 7
Prospe c t us a nd Prospe c t us Supple m e nt e a c h da t e d April 7 , 2 0 1 7
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.
Callable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Russell 2000®
Index and the Shares of the iShares® MSCI Emerging Markets ETF Due June 2, 2028

K EY T ERM S (c ont inue d)
Re de m pt ion:
We may call the securities, in whole and not in part, for mandatory redemption on any potential redemption
date upon not less than five business days' notice. Following an exercise of our call right, you will receive for
each security you then hold an amount in cash equal to $1,000 plus the related contingent coupon payment, if
any.
Pot e nt ia l
The contingent coupon payment dates related to the valuation dates occurring in February, May, August and
re de m pt ion
November of each year, beginning in May 2019 and ending in February 2028
da t e s:
Closing va lue :
For each underlying asset on any valuation date, its closing level or closing price, as applicable, on that
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valuation date
U nde rlying a sse t For each underlying asset on any valuation date, its closing value on that valuation date divided by its starting
pe rform a nc e
value
fa c t or:
Worst pe rform ing For any valuation date, the underlying asset with the lowest underlying asset performance factor on that
unde rlying a sse t : valuation date
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17324CVQ6 / US17324CVQ67
U nde rw rit e r:
CGMI, an affiliate of the issuer, acting as principal

Additional Information

Ge ne ra l. The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and
prospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and
prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain events may occur
that could affect whether you receive a contingent coupon payment on a contingent coupon payment date as well as your payment
at maturity. These events, including market disruption events and other events affecting the underlying assets, and their
consequences are described in the accompanying product supplement in the sections "Description of the Securities--Certain
Additional Terms for Securities Linked to an Underlying Index--Consequences of a Market Disruption Event; Postponement of a
Valuation Date" and "--Discontinuance or Material Modification of an Underlying Index" or "--Certain Additional Terms for
Securities Linked to Company Shares or ETF Shares--Consequences of a Market Disruption Event; Postponement of a Valuation
Date," "--Dilution and Reorganization Adjustments," and "--Delisting, Liquidation or Termination of an ETF," and not in this pricing
supplement. The accompanying underlying supplement contains important disclosures regarding each underlying asset that are not
repeated in this pricing supplement. It is important that you read the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus together with this pricing supplement in connection with your investment in the securities.
Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement.

Re le va nt pric e . With respect to the shares of the iShares® MSCI Emerging Markets ETF, its starting value, coupon barrier value
and final barrier value are each a "Relevant Price" for purposes of the section "Description of the Securities--Certain Additional
Terms for Securities Linked to Company Shares or ETF Shares--Dilution and Reorganization Adjustments" in the accompanying
product supplement. Accordingly, the starting value, the coupon barrier value and the final barrier value with respect to the shares
of the iShares® MSCI Emerging Markets ETF are each subject to adjustment upon the occurrence of any of the events described
in that section.

Post pone m e nt of a va lua t ion da t e . If any valuation date is not a scheduled trading day for any of the underlying assets or if
a market disruption event occurs with respect to any of the underlying assets on any valuation date, that valuation date will be
subject to postponement as described in the accompanying product supplement in the sections "Description of the Securities--
Certain Additional Terms for Securities Linked to an Underlying Index--Consequences of a Market Disruption Event; Postponement
of a Valuation Date" or "--Certain Additional Terms for Securities Linked to Company Shares or ETF Shares--Consequences of a
Market Disruption Event; Postponement of a Valuation Date." If any valuation date is postponed, the closing value of each of the
underlying assets in respect of that valuation date will be determined based on (i) for any underlying asset for which the originally
scheduled valuation date is a scheduled trading day and as to which a market disruption event does not occur on the originally
scheduled valuation date, the closing value of such underlying asset on the originally scheduled valuation date and (ii) for any
other underlying asset, the closing value of such underlying asset on the valuation date as postponed (or, if earlier, the first
scheduled trading day for such underlying asset following the originally scheduled valuation date on which a market disruption
event did not occur with respect to such underlying asset).

Hypothetical Examples

The examples below illustrate how to determine whether a contingent coupon will be paid with respect to a quarterly valuation date
and how to calculate the payment at maturity on the securities, assuming the securities are not redeemed prior to maturity. You
should understand that the term of the securities, and your opportunity to receive the contingent coupon payments on the
securities, may be limited to as short as one year if the securities are redeemed prior to the maturity date, which is not reflected in
the examples below. For ease of analysis, figures in the table below may have been rounded.

The examples below are based on the following values in order to illustrate how the securities work:

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May 2018
PS-2
Citigroup Global Markets Holdings Inc.
Callable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Russell 2000®
Index and the Shares of the iShares® MSCI Emerging Markets ETF Due June 2, 2028

U nde rlying a sse t
St a rt ing va lue
Coupon ba rrie r va lue
Fina l ba rrie r va lue
Russell 2000® Index
1,623.649
1,217.737 (75% of the
974.189 (60% of the applicable
applicable starting value)
starting value)
Shares of the iShares® MSCI
$45.35
$34.013 (75% of the applicable
$27.21 (60% of the applicable
Emerging Markets ETF
starting value)
starting value)
Cont inge nt c oupon ra t e :
8.60% per annum (approximately 2.15% paid quarterly)

Hypothetical Examples of Contingent Coupon Payments with Respect to a Quarterly Valuation Date

The following examples illustrate the hypothetical contingent coupon payments with respect to three hypothetical quarterly valuation
dates.

H ypot he t ic a l
H ypot he t ic a l c losing va lue
c losing va lue of
of t he sha re s of t he
H ypot he t ic a l c ont inge nt
t he Russe ll 2 0 0 0 ®
iSha re s® M SCI Em e rging
c oupon pa ym e nt pe r se c urit y
I nde x
M a rk e t s ET F
1,461.284
$49.89
(underlying asset
Ex a m ple 1 : H ypot he t ic a l
(underlying asset performance
performance factor =
$ 2 1 .5 0
V a lua t ion Da t e 1
factor =
1,461.284 / 1,623.649
$49.89 / $45.35 = 1.10)
= 0.90)
1,948.379
$22.68
(underlying asset
Ex a m ple 2 : H ypot he t ic a l
(underlying asset performance
performance factor =
$ 0 .0 0
V a lua t ion Da t e 2
factor =
1,948.379 / 1,623.649
$22.68 / $45.35 = 0.50)
= 1.20)
974.189
$24.94
(underlying asset
Ex a m ple 3 : H ypot he t ic a l
(underlying asset performance
performance factor =
$ 0 .0 0
V a lua t ion Da t e 3
factor =
974.189 / 1,623.649 =
$24.94 / $45.35 = 0.55)
0.60)

Ex a m ple 1 : In this example, the Russell 2000® Index has the lowest underlying asset performance factor and, therefore, is the
worst performing underlying asset. In this scenario, the closing value of the worst performing underlying asset is gre a t e r t ha n the
applicable coupon barrier value and investors in the securities would receive the contingent coupon payment of $21.50 per security
on the related contingent coupon payment date.

Ex a m ple 2 : In this example, the shares of the iShares® MSCI Emerging Markets ETF have the lowest underlying asset
performance factor and, therefore, is the worst performing underlying asset. In this scenario, the closing value of the worst
performing underlying asset is le ss t ha n the applicable coupon barrier value and investors would not receive any payment on the
related contingent coupon payment date, even though the Russell 2000® Index has appreciated from its starting value.

Ex a m ple 3 : In this example, the shares of the iShares® MSCI Emerging Markets ETF have the lowest underlying asset
performance factor and, therefore, is the worst performing underlying asset. In this scenario, the closing value of the worst
performing underlying asset is le ss t ha n the applicable coupon barrier value and investors would not receive any payment on the
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related contingent coupon payment date. In this example, the closing values of both underlying assets are less than their respective
coupon barrier values.

I nve st ors in t he se c urit ie s w ill not re c e ive a c ont inge nt c oupon pa ym e nt w it h re spe c t t o a va lua t ion da t e if,
on t ha t va lua t ion da t e , t he c losing va lue of t he w orst pe rform ing unde rlying a sse t is le ss t ha n t he
a pplic a ble c oupon ba rrie r va lue , e ve n if t he c losing va lue of t he ot he r unde rlying a sse t is gre a t e r t ha n it s
c oupon ba rrie r va lue .

Hypothetical Examples of the Payment at Maturity on the Securities

The following examples illustrate the payment at maturity on the securities as determined by the applicable closing values of the
underlying assets on the final valuation date.

H ypot he t ic a l
H ypot he t ic a l c losing va lue
c losing va lue of
of t he sha re s of t he
H ypot he t ic a l pa ym e nt a t
t he Russe ll 2 0 0 0 ®
iSha re s® M SCI Em e rging
m a t urit y pe r se c urit y
I nde x on t he fina l
M a rk e t s ET F on t he fina l
va lua t ion da t e
va lua t ion da t e
1,380.102
$54.42
(underlying asset
(underlying asset performance
Ex a m ple 4
performance factor =
$ 1 ,0 2 1 .5 0
factor =
1,380.102 / 1,623.649
$54.42 / $45.35 = 1.20)
= 0.85)

May 2018
PS-3
Citigroup Global Markets Holdings Inc.
Callable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Russell 2000®
Index and the Shares of the iShares® MSCI Emerging Markets ETF Due June 2, 2028

1,136.554
$29.48
(underlying asset
(underlying asset performance
performance factor =
Ex a m ple 5
factor =
$ 1 ,0 0 0 .0 0
1,136.554 / 1,623.649
$29.48 / $45.35 = 0.65)
= 0.70)

1,136.554
$9.07
(underlying asset
(underlying asset performance
performance factor =
Ex a m ple 6
factor =
$ 2 0 0 .0 0
1,136.554 / 1,623.649
$9.07 / $45.35 = 0.20)
= 0.70)

Ex a m ple 4 : In this example, the Russell 2000® Index is the worst performing underlying asset on the final valuation date. In this
scenario, the closing value of the worst performing underlying asset on the final valuation date is greater than the applicable
coupon barrier value. Accordingly, at maturity, you would receive the stated principal amount of the securities plus the contingent
coupon payment of $21.50 per security.

Ex a m ple 5 : In this example, the shares of the iShares® MSCI Emerging Markets ETF are the worst performing underlying asset
on the final valuation date. In this scenario, the closing value of the worst performing underlying asset on the final valuation date is
less than the applicable coupon barrier value but greater than the applicable final barrier value. Accordingly, at maturity, you would
receive the $1,000.00 stated principal amount of the securities but you would not receive a contingent coupon payment at maturity.
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Ex a m ple 6 : In this example, the shares of the iShares® MSCI Emerging Markets ETF are the worst performing underlying asset.
In this scenario, the closing value of the worst performing underlying asset on the final valuation date were less than the applicable
final barrier value. Accordingly, at maturity, you would receive a payment per security calculated as follows:

Payment at maturity = $1,000 × underlying asset performance factor of the shares of the iShares® MSCI Emerging Markets ETF
on the final valuation date

= $1,000 × 0.20

= $200

In this scenario, because the closing value of the worst performing underlying asset on the final valuation date is less than the
applicable final barrier value, you would lose a significant portion of your investment in the securities. In addition, because the
closing value of the worst performing underlying asset on the final valuation date is below the applicable coupon barrier value, you
will not receive any quarterly contingent coupon payment at maturity. If the closing value of the worst performing underlying asset
were less than the applicable coupon barrier value and less than the final barrier value on each valuation date, you would not have
received any quarterly contingent coupon payments and, in addition, would incur a significant loss on your securities at maturity.

Summary Risk Factors

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

The following is a summary of certain key risk factors for investors in the securities. You should read this summary together with
the more detailed description of risks relating to an investment in the securities contained in the section "Risk Factors Relating to
the Securities" beginning on page EA-6 in the accompanying product supplement. You should also carefully read the risk factors
included in the accompanying prospectus supplement and in the documents incorporated by reference in the accompanying
prospectus, including Citigroup Inc.'s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form
10-Q, which describe risks relating to the business of Citigroup Inc. more generally.

?
Y ou m a y lose som e or a ll of your inve st m e nt . Unlike conventional debt securities, the securities do not provide for the
repayment of the stated principal amount at maturity in all circumstances. If we do not redeem the securities prior to maturity,
your payment at maturity will depend on the performance of the worst performing underlying asset on the final valuation date. If
the closing value of the worst performing underlying asset on the final valuation date is less than the applicable final barrier
value, you will lose 1% of the stated principal amount of the securities for every 1% by which the worst performing underlying
asset has declined from its starting value, regardless of the performance of the other underlying asset. There is no minimum
payment at maturity on the securities, and you may lose up to all of your investment.

?
Y ou w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt for a ny qua rt e r in w hic h t he c losing va lue of t he
w orst pe rform ing unde rlying a sse t is le ss t ha n t he a pplic a ble c oupon ba rrie r va lue on t he re la t e d
va lua t ion da t e . A contingent coupon payment will be made on a contingent coupon payment date if and only if the closing
value of the worst performing underlying asset on the related valuation date is greater than or equal to the applicable coupon
barrier value. If the closing value of the worst

May 2018
PS-4
Citigroup Global Markets Holdings Inc.
Callable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Russell 2000®
Index and the Shares of the iShares® MSCI Emerging Markets ETF Due June 2, 2028

performing underlying asset is less than the applicable coupon barrier value on any quarterly valuation date, you will not
receive any contingent coupon payment on the related contingent coupon payment date. If the closing value of the worst
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performing underlying asset is below the applicable coupon barrier value on each valuation date, you will not receive any
contingent coupon payments over the term of the securities.

?
T he se c urit ie s a re subje c t t o t he risk s of bot h of t he unde rlying a sse t s a nd w ill be ne ga t ive ly a ffe c t e d if
e it he r of t he unde rlying a sse t s pe rform s poorly, e ve n if t he ot he r unde rlying a sse t pe rform s w e ll. The
securities are not linked to a basket composed of the underlying assets, where the better performance of one could ameliorate
the poor performance of the other. Instead, you are subject to the full risks of whichever of the underlying assets is the worst
performing underlying asset.

?
Y ou w ill not be ne fit in a ny w a y from t he pe rform a nc e of t he be t t e r pe rform ing unde rlying a sse t . The return
on the securities depends solely on the performance of the worst performing underlying asset, and you will not benefit in any
way from the performance of the other underlying asset. The securities may underperform a similar alternative investment
linked to a basket composed of the underlying assets, since in such case the performance of the better performing underlying
asset would be blended with the performance of the worst performing underlying asset, resulting in a better return than the
return of the worst performing underlying asset.

?
Y ou w ill be subje c t t o risk s re la t ing t o t he re la t ionship be t w e e n t he unde rlying a sse t s. It is preferable from
your perspective for the underlying assets to be correlated with each other, in the sense that they tend to increase or decrease
at similar times and by similar magnitudes. By investing in the securities, you assume the risk that the underlying assets will
not exhibit this relationship. The less correlated the underlying assets, the more likely it is that any one of the underlying assets
will perform poorly over the term of the securities. All that is necessary for the securities to perform poorly is for one of the
underlying assets to perform poorly; the performance of the underlying asset that is not the worst performing underlying asset
is not relevant to your return on the securities. It is impossible to predict what the relationship between the underlying assets
will be over the term of the securities. T he Russe ll 2 0 0 0 ® I nde x re pre se nt s sm a ll c a pit a liza t ion st oc k s in t he
U nit e d St a t e s a nd t he iSha re s® M SCI Em e rging M a rk e t s ET F re pre se nt s int e rna t iona l e m e rging m a rk e t s.
Ac c ordingly, t he unde rlying a sse t s re pre se nt m a rk e t s t ha t diffe r in signific a nt w a ys a nd, t he re fore , m a y
not be c orre la t e d w it h e a c h ot he r.

?
H ighe r c ont inge nt c oupon ra t e s a re a ssoc ia t e d w it h gre a t e r risk . The securities offer contingent coupon
payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our
conventional debt securities of the same maturity. This higher potential yield is associated with greater levels of expected risk
as of the pricing date for the securities, including the risk that you may not receive a contingent coupon payment on one or
more, or any, contingent coupon payment dates and the risk that you may receive significantly less than the stated principal
amount of your securities at maturity. The volatility of and the correlation between the underlying assets are important factors
affecting these risks. Greater expected volatility of, and lower expected correlation between, the underlying assets as of the
pricing date may result in a higher contingent coupon rate, but would also represent a greater expected likelihood as of the
pricing date that the closing value of the worst performing underlying asset will be less than the applicable coupon barrier
value on one or more valuation dates, such that you will not receive one or more, or any, contingent coupon payments during
the term of the securities, and that the closing value of the worst performing underlying asset will be less than the applicable
final barrier value on the final valuation date, such that you will not be repaid the stated principal amount of your securities at
maturity.

?
Y ou m a y not be a de qua t e ly c om pe nsa t e d for a ssum ing t he dow nside risk of t he w orst pe rform ing
unde rlying a sse t . The potential contingent coupon payments on the securities are the compensation you receive for
assuming the downside risk of the worst performing underlying asset, as well as all the other risks of the securities. That
compensation is effectively "at risk" and may, therefore, be less than you currently anticipate. First, the actual yield you realize
on the securities could be lower than you anticipate because the coupon is "contingent" and you may not receive a contingent
coupon payment on one or more, or any, of the contingent coupon payment dates. Second, the contingent coupon payments
are the compensation you receive not only for the downside risk of the worst performing underlying asset, but also for all of the
other risks of the securities, including the risk that the securities may be redeemed prior to maturity, interest rate risk and our
and Citigroup Inc.'s credit risk. If those other risks increase or are otherwise greater than you currently anticipate, the
contingent coupon payments may turn out to be inadequate to compensate you for all the risks of the securities, including the
downside risk of the worst performing underlying asset.

?
T he se c urit ie s a re risk ie r t ha n se c urit ie s w it h a short e r t e rm . The securities are relatively long-dated. Because
the securities are relatively long-dated, the risks of the securities are heightened as compared to securities with a shorter term
because, unless we redeem the securities, you will be subject to those risks for a longer period of time. In addition, the value
of a longer-dated security is typically less than the value of an otherwise comparable security with a shorter term.

?
We m a y re de e m t he se c urit ie s a t our opt ion, w hic h w ill lim it your a bilit y t o re c e ive t he c ont inge nt
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c oupon pa ym e nt s. Beginning approximately one year after issuance, we may redeem the securities on any potential
redemption date upon not less than five business days' notice. In the event that we redeem the securities, you will receive the
stated principal amount of your securities and the related contingent coupon payment, if any. Thus, the term of the securities
may be limited to as short as one year. If we redeem the securities prior to maturity, you will not receive any additional
contingent coupon payments. Moreover, you may not be able to reinvest your funds in another investment that provides a
similar yield with a similar level of risk. If we redeem the securities prior to maturity, it is likely to be at a time when the
underlying assets are performing in a manner that would otherwise have been favorable to you. By contrast, if the underlying
assets are performing unfavorably from your perspective, we are less likely to redeem the securities. If we redeem the
securities, we will do so at a time that is advantageous to us and without regard to your interests.

May 2018
PS-5
Citigroup Global Markets Holdings Inc.
Callable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Russell 2000®
Index and the Shares of the iShares® MSCI Emerging Markets ETF Due June 2, 2028

?
T he se c urit ie s offe r dow nside e x posure t o t he unde rlying a sse t s, but no upside e x posure t o t he
unde rlying a sse t s. You will not participate in any appreciation in the value of the underlying assets over the term of the
securities. Consequently, your return on the securities will be limited to the contingent coupon payments you receive, if any,
and may be significantly less than the return on the underlying assets over the term of the securities. In addition, you will not
receive any dividends or other distributions or have any other rights with respect to the underlying assets or the securities
included in or held by the underlying assets.

?
T he pe rform a nc e of t he se c urit ie s w ill de pe nd on t he c losing va lue s of t he unde rlying a sse t s sole ly on
t he re le va nt va lua t ion da t e s, w hic h m a k e s t he se c urit ie s pa rt ic ula rly se nsit ive t o t he vola t ilit y of t he
unde rlying a sse t s. Whether the contingent coupon will be paid for any given quarter will depend on the closing values of
the underlying assets solely on the applicable quarterly valuation dates, regardless of the closing values of the underlying
assets on other days during the term of the securities. If we do not redeem the securities, what you receive at maturity will
depend solely on the closing value of the worst performing underlying asset on the final valuation date, and not on any other
day during the term of the securities. Because the performance of the securities depends on the closing values of the
underlying assets on a limited number of dates, the securities will be particularly sensitive to volatility in the closing values of
the underlying assets. You should understand that each of the underlying assets has historically been highly volatile.

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

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

?
T he e st im a t e d va lue of t he se c urit ie s on t he pric ing da t e , ba se d on CGM I 's proprie t a ry pric ing m ode ls
a nd our int e rna l funding ra t e , is le ss t ha n t he issue pric e . The difference is attributable to certain costs associated
with selling, structuring and hedging the securities that are included in the issue price. These costs include (i) the selling
concessions paid in connection with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates
in connection with the offering of the securities and (iii) the expected profit (which may be more or less than actual profit) to
CGMI or other of our affiliates in connection with hedging our obligations under the securities. These costs adversely affect the
economic terms of the securities because, if they were lower, the economic terms of the securities would be more favorable to
you. The economic terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather
than our secondary market rate, to price the securities. See "The estimated value of the securities would be lower if it were
calculated based on our secondary market rate" below.
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?
T he e st im a t e d va lue of t he se c urit ie s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing
m ode ls. CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing
models. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of and
correlation between the underlying assets, dividend yields on the securities included in or held by the underlying assets and
interest rates. CGMI's views on these inputs may differ from your or others' views, and as an underwriter in this offering,
CGMI's interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore
not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the cover
page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities for other
purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of the
securities. Instead, you should be willing to hold the securities to maturity irrespective of the initial estimated value.

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

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines
our secondary market rate based on the market price of traded instruments referencing the debt obligations of Citigroup Inc.,
our parent company and the guarantor of all payments due on the securities, but subject to adjustments that CGMI makes in its
sole discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather
reflects

May 2018
PS-6
Citigroup Global Markets Holdings Inc.
Callable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Russell 2000®
Index and the Shares of the iShares® MSCI Emerging Markets ETF Due June 2, 2028

the market's perception of our parent company's creditworthiness as adjusted for discretionary factors such as CGMI's
preferences with respect to purchasing the securities prior to maturity.

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

?
T he va lue of t he se c urit ie s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors. The value
of your securities prior to maturity will fluctuate based on the value and volatility of the underlying assets and a number of other
factors, including the price and volatility of the securities included in or held by the underlying assets, the correlation between
the underlying assets, dividend yields on the securities included in or held by the underlying assets, interest rates generally,
changes in the exchange rate between the U.S. dollar and each of the currencies in which the stocks that are held by the
iShares® MSCI Emerging Markets ETF trade, the time remaining to maturity and our and Citigroup Inc.'s creditworthiness, as
reflected in our secondary market rate. Changes in the values of the underlying assets may not result in a comparable change
in the value of your securities. You should understand that the value of your securities at any time prior to maturity may be
significantly less than the issue price.

?
I m m e dia t e ly follow ing issua nc e , a ny se c onda ry m a rk e t bid pric e provide d by CGM I , a nd t he va lue t ha t
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w ill be indic a t e d on a ny brok e ra ge a c c ount st a t e m e nt s pre pa re d by CGM I or it s a ffilia t e s, w ill re fle c t a
t e m pora ry upw a rd a djust m e nt . The amount of this temporary upward adjustment will steadily decline to zero over the
temporary adjustment period. See "Valuation of the Securities" in this pricing supplement.

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

?
I nve st ing in t he se c urit ie s e x pose s inve st ors t o risk s a ssoc ia t e d w it h e m e rging m a rk e t s e quit y
se c urit ie s. The stocks composing the iShares® MSCI Emerging Markets ETF and that are generally tracked by the iShares®
MSCI Emerging Markets ETF have been issued by companies in various emerging markets. Investments in securities linked to
the value of foreign equity securities involve risks associated with the securities markets in those countries, including risks of
volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain
countries. Also, there is generally less publicly available information about foreign companies than about U.S. companies that
are subject to the reporting requirements of the SEC, and foreign companies are subject to accounting, auditing and financial
reporting standards and requirements different from those applicable to U.S. reporting companies. The prices of securities in
foreign markets may be affected by political, economic, financial and social factors in those countries, or global regions,
including changes in government, economic and fiscal policies and currency exchange laws. Countries with emerging markets
may have relatively unstable governments, present the risks of nationalization of businesses, have restrictions on foreign
ownership and prohibitions on the repatriation of assets and have less protection of property rights than more developed
countries. The economies of countries with emerging markets may be based on only a few industries, be highly vulnerable to
changes in local or global trade conditions and suffer from extreme and volatile debt burdens or inflation rates. Local securities
markets may trade a small number of securities and be unable to respond effectively to increases in trading volume, potentially
making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ
favorably or unfavorably from the economy in the United States in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resources and self-sufficiency.

?
Fluc t ua t ions in e x c ha nge ra t e s w ill a ffe c t t he pric e of t he iSha re s® M SCI Em e rging M a rk e t s ET F. Because
the iShares® MSCI Emerging Markets ETF invests in stocks that are traded in non-U.S. currencies, while the net asset value
of the iShares® MSCI Emerging Markets ETF is based on the U.S. dollar value of those stocks, holders of the securities will be
exposed to currency exchange rate risk with respect to each of the currencies in which those stocks trade. If the U.S. dollar
generally strengthens against the currencies in which those stocks trade, the price of the shares of the iShares® MSCI
Emerging Markets ETF will be adversely affected for that reason alone and the payment at maturity on the securities may be
reduced.

Exchange rate movements for a particular currency are volatile and are the result of numerous factors specific to the relevant
country, including the supply of, and the demand for, those currencies, as well as government policy, intervention or actions,
but are also influenced significantly from time to time by political or economic developments, and by macroeconomic factors
and speculative actions related to each applicable region. An investor's net exposure will depend on the extent to which the
currencies of the applicable countries strengthen or weaken against the U.S. dollar and the relative weight of each currency. Of
particular importance to potential currency exchange risk are: existing and expected rates of inflation; existing and expected
interest rate levels; the balance of payments; and the extent of governmental surpluses or deficits in the applicable countries
and the United

May 2018
PS-7
Citigroup Global Markets Holdings Inc.
Callable Contingent Coupon Equity Linked Securities Based on the Worst Performing of the Russell 2000®
Index and the Shares of the iShares® MSCI Emerging Markets ETF Due June 2, 2028

States. All of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of the
applicable countries and the United States and other countries important to international trade and finance.

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