Obligation Citi Global Markets 0% ( US17324CYG58 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17324CYG58 ( en USD )

31/08/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324CYG58 en USD 0%, échue

1 000 USD

2 724 000 USD

17324CYG5

N/A

Citigroup Global Markets Holdings est une filiale de Citigroup Inc. qui offre une gamme complète de services de marchés financiers, notamment des services de banque d'investissement, de courtage, de négociation de titres et de gestion des risques.

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324CYG58, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/08/2023

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324CYG58, a été notée NR par l'agence de notation Moody's.

424B2 1 dp95005_424b2-us1853372.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
August 28, 2018
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2018-
USNCH1338
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-
216372 and 333-216372-01
Enhanced Barrier Digital Plus Securities Linked to the EURO STOXX 50® Index Due August 31, 2023
? The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings
Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay a
fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than or less than
the stated principal amount, depending on the performance of the underlying specified below.
? The securities offer modified exposure to the performance of the underlying, with (i) a minimum positive return at maturity so
long as the final underlying value is greater than or equal to the barrier value specified below and (ii) 1-to-1 participation in any
appreciation of the underlying in excess of the digital return amount specified below. In exchange for these features, investors
in the securities must be willing to accept downside exposure to any depreciation of the underlying if the final underlying value
is below the barrier value and forgo any dividends with respect to the underlying. If the final underlying value is less
than the barrier value, you will lose 1% of the stated principal amount of your securities for every 1% by
which the final underlying value is less than the initial underlying value.
? Investors must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any
amount due under the securities if we and Citigroup Inc. default on our obligations. All payments on the securities are
subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
KEY TERMS

Issuer:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Guarantee:
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
Underlying:
EURO STOXX 50® Index
Stated principal amount:
$1,000 per security
Pricing date:
August 28, 2018
Issue date:
August 31, 2018
Valuation date:
August 28, 2023, subject to postponement if such date is not a scheduled trading day or certain
market disruption events occur
Maturity date:
August 31, 2023
Payment at maturity:
For each $1,000 stated principal amount security you hold at maturity, you will receive:
? If the final underlying value is greater than or equal to the barrier value:
$1,000 + the greater of (i) the digital return amount and (ii) $1,000 × the underlying return
? If the final underlying value is less than the barrier value:
$1,000 + ($1,000 × the underlying return)
If the final underlying value is less than the barrier value, your payment at
maturity will be significantly less than the stated principal amount of your
securities and possibly nothing. You should not invest in the securities unless
you are willing and able to bear the risk of losing a significant portion, and
possibly all, of your investment.
Initial underlying value:
3,447.57, the closing value of the underlying on the pricing date
Final underlying value:
The closing value of the underlying on the valuation date
Underlying return:
The final underlying value minus the initial underlying value, divided by the initial underlying value
Digital return amount:
$380 per security (representing a digital return equal to 38% of the stated principal amount). You
may receive the digital return amount only if the final underlying value is greater than or equal to
the barrier value.
Barrier value:
2,585.678, 75% of the initial underlying value
Listing:
The securities will not be listed on any securities exchange
CUSIP / ISIN:
17324CYG5 / US17324CYG58
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and issue
Issue price(1)(2)
Underwriting fee(3)
Proceeds to issuer
price:
Per security:
$1,000.00
$30.00
$970.00
Total:
$2,724,000.00
$81,720.00
$2,642,280.00
(1) On the date of this pricing supplement, the estimated value of the securities is $932 per security, which is less than the issue price. The
estimated value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication of actual
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profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the
securities from you at any time after issuance. See "Valuation of the Securities" in this pricing supplement.
(2) The issue price for investors purchasing the securities in fee-based advisory accounts will be $970 per security, assuming no custodial fee is
charged by a selected dealer, and up to $975 per security, assuming the maximum custodial fee is charged by a selected dealer. See
"Supplemental Plan of Distribution" in this pricing supplement.
(3) CGMI will receive an underwriting fee of $30 for each security sold in this offering. Selected dealers and their financial advisors will
collectively receive from CGMI a selling concession of $30 for each security they sell. In addition, CGMI will pay selected dealers not affiliated
with CGMI a structuring fee of up to $6.25 for each security they sell. We may also engage other firms to provide marketing or promotional
services in connection with the distribution of the securities. CGMI will pay these service providers a fee of up to $5 per security in consideration
for providing marketing, education, structuring or referral services with respect to financial advisors or selected dealers. 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.
Investing in the securities involves risks not associated with an investment in conventional
debt securities. See "Summary Risk Factors" beginning on page PS-4.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the securities or determined that this pricing supplement and the accompanying product
supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus, which can be accessed via the hyperlinks below:
Product Supplement No. EA-02-07 dated June 15, 2018 Underlying Supplement No. 7 dated July 16,
2018
Prospectus Supplement and Prospectus each dated April 7, 2017
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Citigroup Global Markets Holdings Inc.

Additional Information

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, the accompanying product supplement
contains important information about how the closing value of the underlying will be determined and about adjustments that may be
made to the terms of the securities upon the occurrence of market disruption events and other specified events with respect to the
underlying. The accompanying underlying supplement contains information about the underlying that is 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 deciding whether to invest in the securities. Certain terms used but not
defined in this pricing supplement are defined in the accompanying product supplement.
Payout Diagram

The diagram below illustrates your payment at maturity for a range of hypothetical percentage changes from the initial underlying
value to the final underlying value.
Investors in the securities will not receive any dividends with respect to the underlying. The diagram and
examples below do not show any effect of lost dividend yield over the term of the securities. See "Summary
Risk Factors--You will not receive dividends or have any other rights with respect to the underlying" below.

Payout Diagram
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The Securities The Underlying

PS-2
Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The table below indicates what your payment at maturity and total return on the securities would be for various hypothetical returns
of the underlying. Your actual payment at maturity and total return on the securities will depend on the actual final underlying value.

Hypothetical Return of the
Hypothetical Payment at
Hypothetical Total Return on
Underlying(1)
Maturity per Security
Securities at Maturity(2)
100.00%
$2,000.00
100.00%
75.00%
$1,750.00
75.00%
50.00%
$1,500.00
50.00%
38.00%
$1,380.00
38.00%
25.00%
$1,380.00
38.00%
10.00%
$1,380.00
38.00%
5.00%
$1,380.00
38.00%
0.00%
$1,380.00
38.00%
-10.00%
$1,380.00
38.00%
-20.00%
$1,380.00
38.00%
-25.00%
$1,380.00
38.00%
-25.01%
$749.99
-25.01%
-30.00%
$700.00
-30.00%
-40.00%
$600.00
-40.00%
-50.00%
$500.00
-50.00%
-100.00%
$0.00
-100.00%
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(1) Hypothetical return of the underlying = hypothetical percentage change from the initial underlying value to the final underlying
value
(2) Hypothetical total return on securities at maturity = hypothetical payment at maturity per security minus $1,000 stated principal
amount per security, divided by $1,000 stated principal amount per security
The examples below illustrate how to determine the payment at maturity on the securities, assuming the various hypothetical final
underlying values indicated below. The examples are solely for illustrative purposes, do not show all possible outcomes and are not
a prediction of what the actual payment at maturity on the securities will be. The actual payment at maturity will depend on the
actual final underlying value.
The examples below are based on a hypothetical initial underlying value of 100 and a hypothetical barrier value of 75 (75% of the
hypothetical initial underlying value) and do not reflect the actual initial underlying value and barrier value. For the actual initial
underlying value and barrier value, see the cover page of this pricing supplement. We have used these hypothetical values, rather
than the actual values, to simplify the calculations and aid understanding of how the securities work. However, you should
understand that the actual payment at maturity on the securities will be calculated based on the actual initial underlying value and
barrier value, and not the hypothetical values indicated below.
Example 1--Upside Scenario A. The final underlying value is 105 (a 5% increase from the initial underlying value), which is
greater than the initial underlying value by less than the digital return.
Payment at maturity per security = $1,000 + the greater of (i) the digital return amount and (ii) $1,000 × the underlying return
= $1,000 + the greater of (i) $380 and (ii) $1,000 × 5%
= $1,000 + $380
= $1,380
Because the underlying appreciated from the initial underlying value to the final underlying value and the digital return amount is
greater than the return you would have received based on the performance of the underlying, your total return on the securities at
maturity per security in this scenario would be equal to the $1,000 stated principal amount plus the digital return amount.
Example 2--Upside Scenario B. The final underlying value is 150 (a 50% increase from the initial underlying value), which is
greater than the initial underlying value by more than the digital return.
Payment at maturity per security = $1,000 + the greater of (i) the digital return amount and (ii) $1,000 × the underlying return
= $1,000 + the greater of (i) $380 and (ii) $1,000 × 50%
=$1,000 + $500
= $1,500
Because the underlying appreciated from the initial underlying value to the final underlying value and the return you would have
received based on the performance of the underlying is greater than the digital return amount, your total return on the securities at
maturity in this scenario would reflect 1-to-1 exposure to the positive performance of the underlying.
Example 3--Upside Scenario C. The final underlying value is 95 (a 5% decrease from the initial underlying value), which is
less than the initial underlying value but greater than the barrier value.
Payment at maturity per security = $1,000 + the greater of (i) the digital return amount and (ii) $1,000 × the underlying return

PS-3
Citigroup Global Markets Holdings Inc.

= $1,000 + the greater of (i) $380 and (ii) $1,000 × -5%
= $1,000 + $380
= $1,380
Because the final underlying value is less than the initial underlying value but greater than the barrier value, your payment at
maturity per security in this scenario would be equal to the $1,000 stated principal amount plus the digital return amount.
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Example 4--Downside Scenario. The final underlying value is 30 (a 70% decrease from the initial underlying value), which is
less than the barrier value.
Payment at maturity per security = $1,000 + ($1,000 × the underlying return)
= $1,000 + ($1,000 × -70%)
= $1,000 + -$700
= $300
Because the final underlying value is less than the barrier value, your payment at maturity in this scenario would reflect 1-to-1
exposure to the negative performance of the underlying.

PS-4
Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject
to all of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk
that we and Citigroup Inc. may default on our obligations under the securities, and are also subject to risks associated with the
underlying. 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-7 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.
? You may lose a significant portion of your investment. Unlike conventional debt securities, the securities do not
repay a fixed amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the
underlying. If the final underlying value is less than the barrier value, you will lose 1% of the stated principal amount of the
securities for every 1% by which the final underlying value is less than the initial underlying value. There is no minimum
payment at maturity on the securities, and you may lose up to all of your investment.
? The barrier feature of the securities exposes you to particular risks. While you will receive at least a minimum
positive return so long as the final underlying value is greater than or equal to the barrier value, if the final underlying value is
less than the barrier value, you will lose 1% of the stated principal amount of the securities for every 1% depreciation of the
underlying, and you may lose your entire investment in the securities.
? The securities do not pay interest. Unlike conventional debt securities, the securities do not pay interest or any other
amounts prior to maturity. You should not invest in the securities if you seek current income during the term of the securities.
? You will not receive dividends or have any other rights with respect to the underlying. You will not receive
any dividends with respect to the underlying. This lost dividend yield may be significant over the term of the securities. The
payment scenarios described in this pricing supplement do not show any effect of lost dividend yield over the term of the
securities. In addition, you will not have voting rights or any other rights with respect to the underlying or the stocks included in
the underlying.
? Your payment at maturity depends on the closing value of the underlying on a single day. Because your
payment at maturity depends on the closing value of the underlying solely on the valuation date, you are subject to the risk that
the closing value of the underlying on that day may be lower, and possibly significantly lower, than on one or more other dates
during the term of the securities. If you had invested directly in the underlying or in another instrument linked to the underlying
that you could sell for full value at a time selected by you, or if the payment at maturity were based on an average of closing
values of the underlying, you might have achieved better returns.
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? The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
If we default on our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not
receive anything owed to you under the securities.
? The securities will not be listed on any securities exchange and you may not be able to sell them prior
to maturity. 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.
? The estimated value of the securities on the pricing date, based on CGMI's proprietary pricing models
and our internal funding rate, is less than the issue price. 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) any selling
concessions or other fees 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.

PS-5
Citigroup Global Markets Holdings Inc.

? The estimated value of the securities was determined for us by our affiliate using proprietary pricing
models. CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing
models. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the
closing value of the underlying, the dividend yield on the underlying 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.
? The estimated value of the securities would be lower if it were calculated based on our secondary
market rate. The estimated value of the securities included in this pricing supplement is calculated based on our internal
funding rate, which is the rate at which we are willing to borrow funds through the issuance of the securities. Our internal
funding rate is generally lower than our secondary market rate, which is the rate that CGMI will use in determining the value of
the securities for purposes of any purchases of the securities from you in the secondary market. If the estimated value included
in this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be
lower. We determine our internal funding rate based on factors such as the costs associated with the securities, which are
generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our
internal funding rate is not an interest rate that 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 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.

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? The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other
person may be willing to buy the securities from you in the secondary market. 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.
? The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value
of your securities prior to maturity will fluctuate based on the closing value of the underlying, the volatility of the closing value
of the underlying, the dividend yield on the underlying, interest rates generally, the time remaining to maturity and our and
Citigroup Inc.'s creditworthiness, as reflected in our secondary market rate, among other factors described under "Risk Factors
Relating to the Securities--Risk Factors Relating to All Securities--The value of your securities prior to maturity will fluctuate
based on many unpredictable factors" in the accompanying product supplement. Changes in the closing value of the underlying
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.
? Immediately following issuance, any secondary market bid price provided by CGMI, and the value that
will be indicated on any brokerage account statements prepared by CGMI or its affiliates, will reflect a
temporary upward adjustment. 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.
? The EURO STOXX 50® Index is subject to risks associated with non-U.S. markets. Investments linked to the
value of non-U.S. stocks 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 companies in some of these jurisdictions than about U.S. companies
that are subject to the reporting requirements of the SEC. Further, non-U.S. companies are generally subject to accounting,
auditing and financial reporting standards and requirements and securities trading rules that are 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. Moreover, the economies in such countries may differ favorably or unfavorably from the economy of the United
States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources and self-
sufficiency.
? The performance of the EURO STOXX 50® Index will not be adjusted for changes in the exchange rate
between the euro and the U.S. dollar. The EURO STOXX 50® Index is composed of stocks traded in euro, the value of
which may be subject to a high degree of fluctuation relative to the U.S. dollar. However, the performance of the EURO
STOXX 50® Index and the value of

PS-6
Citigroup Global Markets Holdings Inc.

your securities will not be adjusted for exchange rate fluctuations. If the euro appreciates relative to the U.S. dollar over the
term of the securities, the performance of the EURO STOXX 50® Index as measured for purposes of the securities will be less
than it would have been if it offered exposure to that appreciation in addition to the change in the prices of the stocks included
in the EURO STOXX 50® Index.

? Our offering of the securities is not a recommendation of the underlying. The fact that we are offering the
securities does not mean that we believe that investing in an instrument linked to the underlying is likely to achieve favorable
returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short positions) in the
underlying or in instruments related to the underlying, and may publish research or express opinions, that in each case are
inconsistent with an investment linked to the underlying. These and other activities of our affiliates may affect the closing value
of the underlying in a way that negatively affects the value of and your return on the securities.
? The closing value of the underlying may be adversely affected by our or our affiliates' hedging and other
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trading activities. We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may
take positions in the underlying or in financial instruments related to the underlying and may adjust such positions during the
term of the securities. Our affiliates also take positions in the underlying or in financial instruments related to the underlying on
a regular basis (taking long or short positions or both), for their accounts, for other accounts under their management or to
facilitate transactions on behalf of customers. These activities could affect the closing value of the underlying in a way that
negatively affects the value of and your return on the securities. They could also result in substantial returns for us or our
affiliates while the value of the securities declines.
? We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates'
business activities. Our affiliates engage in business activities with a wide range of companies. These activities include
extending loans, making and facilitating investments, underwriting securities offerings and providing advisory services. These
activities could involve or affect the underlying in a way that negatively affects the value of and your return on the securities.
They could also result in substantial returns for us or our affiliates while the value of the securities declines. In addition, in the
course of this business, we or our affiliates may acquire non-public information, which will not be disclosed to you.
? The calculation agent, which is an affiliate of ours, will make important determinations with respect to
the securities. If certain events occur during the term of the securities, such as market disruption events and other events
with respect to the underlying, CGMI, as calculation agent, will be required to make discretionary judgments that could
significantly affect your return on the securities. In making these judgments, the calculation agent's interests as an affiliate of
ours could be adverse to your interests as a holder of the securities. See "Risks Relating to the Securities--Risks Relating to
All Securities--The calculation agent, which is an affiliate of ours, will make important determinations with respect to the
securities" in the accompanying product supplement.
? Changes that affect the underlying may affect the value of your securities. The sponsor of the underlying may
at any time make methodological changes or other changes in the manner in which it operates that could affect the value of
the underlying. We are not affiliated with the underlying sponsor and, accordingly, we have no control over any changes such
sponsor may make. Such changes could adversely affect the performance of the underlying and the value of and your return
on the securities.
? The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal
authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the
Internal Revenue Service (the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and
the IRS or a court might not agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful
in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities
might be materially and adversely affected. As described below under "United States Federal Tax Considerations," in 2007 the
U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal
income tax treatment of "prepaid forward contracts" and similar instruments. Any Treasury regulations or other guidance
promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in
the securities, including the character and timing of income or loss and the degree, if any, to which income realized by non-
U.S. persons should be subject to withholding tax, possibly with retroactive effect.

In addition, Section 871(m) of the Internal Revenue Code of 1986, as amended (the "Code"), imposes a withholding tax of up
to 30% on "dividend equivalents" paid or deemed paid to non-U.S. investors in respect of certain financial instruments linked to
U.S. equities. In light of Treasury regulations, as modified by an IRS notice, that provide a general exemption for financial
instruments issued in 2018 that do not have a "delta" of one, the securities should not be subject to withholding under Section
871(m). However, the IRS could challenge this conclusion. If withholding applies to the securities, we will not be required to
pay any additional amounts with respect to amounts withheld.
You should read carefully the discussion under "United States Federal Tax Considerations" and "Risk Factors Relating to the
Securities" in the accompanying product supplement and "United States Federal Tax Considerations" in this pricing
supplement. You should also consult your tax adviser regarding the U.S. federal tax consequences of an investment in the
securities, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

PS-7
Citigroup Global Markets Holdings Inc.

Information About the EURO STOXX 50® Index
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The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the 19 EURO STOXX
Supersector indices, which represent the Eurozone portion of the STOXX Europe 600® Supersector indices. The STOXX Europe
600® Supersector indices contain the 600 largest stocks traded on the major exchanges of 18 European countries. The EURO
STOXX 50® Index is calculated and maintained by STOXX Limited.

Please refer to the section "Equity Index Descriptions--The EURO STOXX 50® Index" in the accompanying underlying supplement
for additional information.

We have derived all information regarding the EURO STOXX 50® Index from publicly available information and have not
independently verified any information regarding the EURO STOXX 50® Index. This pricing supplement relates only to the
securities and not to the EURO STOXX 50® Index. We make no representation as to the performance of the EURO STOXX 50®
Index over the term of the securities.
The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of
the EURO STOXX 50® Index is not involved in any way in this offering and has no obligation relating to the securities or to holders
of the securities.
Historical Information

The closing value of the EURO STOXX 50® Index on August 28, 2018 was 3,447.57.

The graph below shows the closing value of the EURO STOXX 50® Index for each day such value was available from January 2,
2013 to August 28, 2018. We obtained the closing values from Bloomberg L.P., without independent verification. You should not
take historical closing values as an indication of future performance.

EURO STOXX 50® Index Historical Closing Values
January 2, 2013 to August 28, 2018

PS-8
Citigroup Global Markets Holdings Inc.

United States Federal Tax Considerations

You should read carefully the discussion under "United States Federal Tax Considerations" and "Risk Factors Relating to the
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Securities" in the accompanying product supplement and "Summary Risk Factors" in this pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP, which is based on current market conditions, a security should be
treated as a prepaid forward contract for U.S. federal income tax purposes. By purchasing a security, you agree (in the absence of
an administrative determination or judicial ruling to the contrary) to this treatment. There is uncertainty regarding this treatment, and
the IRS or a court might not agree with it.
Assuming this treatment of the securities is respected and subject to the discussion in "United States Federal Tax Considerations"
in the accompanying product supplement, the following U.S. federal income tax consequences should result under current law:

·
You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or
exchange.

·
Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to
the difference between the amount realized and your tax basis in the security. Such gain or loss should be long-term
capital gain or loss if you held the security for more than one year.
Subject to the discussions below under "Possible Withholding Under Section 871(m) of the Code" and in "United States Federal
Tax Considerations" in the accompanying product supplement, if you are a Non-U.S. Holder (as defined in the accompanying
product supplement) of the securities, you generally should not be subject to U.S. federal withholding or income tax in respect of
any amount paid to you with respect to the securities, provided that (i) income in respect of the securities is not effectively
connected with your conduct of a trade or business in the United States, and (ii) you comply with the applicable certification
requirements.
In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require holders of
these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics,
including the character of income or loss with respect to these instruments; whether short-term instruments should be subject to
any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the
underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals)
realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the
"constructive ownership" regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary
income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any
Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax
consequences of an investment in the securities, including the character and timing of income or loss and the degree, if any, to
which income realized by non-U.S. persons should be subject to withholding tax, possibly with retroactive effect.
Possible Withholding Under Section 871(m) of the Code. As discussed under "United States Federal Tax Considerations
--Tax Consequences to Non-U.S. Holders" in the accompanying product supplement, Section 871(m) of the Code and Treasury
regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding tax on dividend equivalents paid or
deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities ("U.S. Underlying Equities") or
indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate the
economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury
regulations (a "Specified Security"). However, the regulations, as modified by an IRS notice, exempt financial instruments issued in
2018 that do not have a "delta" of one. Based on the terms of the securities and representations provided by us, our counsel is of
the opinion that the securities should not be treated as transactions that have a "delta" of one within the meaning of the regulations
with respect to any U.S. Underlying Equity and, therefore, should not be Specified Securities subject to withholding tax under
Section 871(m).
A determination that the securities are not subject to Section 871(m) is not binding on the IRS, and the IRS may disagree with this
treatment. Moreover, Section 871(m) is complex and its application may depend on your particular circumstances. For example, if
you enter into other transactions relating to a U.S. Underlying Equity, you could be subject to withholding tax or income tax liability
under Section 871(m) even if the securities are not Specified Securities subject to Section 871(m) as a general matter. You should
consult your tax adviser regarding the potential application of Section 871(m) to the securities.
If withholding tax applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld.
You should read the section entitled "United States Federal Tax Considerations" in the accompanying
product supplement. The preceding discussion, when read in combination with that section, constitutes the
full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning
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