Obligation Citi Global Markets 7.25% ( US17326YHR09 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17326YHR09 ( en USD )

7.25% par an ( paiement semestriel )

27/12/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326YHR09 en USD 7.25%, échue

1 000 USD

17326YHR0

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 US17326YHR09, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/12/2023

424B2 1 dp99988_424b2-us1860066.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
De c e m be r 2 1 , 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 6 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
Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Dow Jones Industrial
AverageTM, the Russell 2000® Index and the Nasdaq-100 Index® Due December 27, 2023
?
The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and
guaranteed by Citigroup Inc. The securities offer the potential for periodic 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, (ii) your actual yield
may be negative because the value of what you receive at maturity may be significantly less than the stated principal amount of your
securities, and may be zero and (iii) the securities may be automatically redeemed prior to maturity beginning on the first potential autocall
date specified below. Each of these risks will depend solely on the performance of the w orst pe rform ing of the underlyings specified
below.
?
You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in any one of
the underlyings. Although you will have downside exposure to the worst performing underlying, you will not receive dividends with respect
to any underlying or participate in any appreciation of any underlying.
?
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 rlyings:
U nde rlying
I nit ia l
Coupon
Fina l
unde rlying
ba rrie r
ba rrie r
va lue *
va lue * *
va lue * * *

Dow Jones Industrial AverageTM
22,445.37
15,711.759
13,467.222

Russell 2000® Index
1,292.086
904.460
775.252

Nasdaq-100 Index®
6,046.557
4,232.590
3,627.934

* For each underlying, its closing value on the pricing date
** For each underlying, 70% of its initial underlying value
*** For each underlying, 60% of its initial underlying value
St a t e d princ ipa l
$1,000 per security
a m ount :
Pric ing da t e :
December 21, 2018
I ssue da t e :
December 27, 2018
V a lua t ion da t e s:
The 21st day of each month beginning in January 2019 and ending on December 21, 2023 (the "final valuation
date"), each subject to postponement if such date is not a scheduled trading day or certain market disruption events
occur
M a t urit y da t e :
Unless earlier redeemed, December 27, 2023
Cont inge nt
The fifth business day after each valuation date, except that the contingent coupon payment date following the final
c oupon pa ym e nt
valuation date will be the maturity date
da t e s:
Cont inge nt
On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon
c oupon:
equal to 0.6042% of the stated principal amount of the securities (equivalent to a contingent coupon rate of 7.25%
per annum) if a nd only if the closing value of the worst performing underlying on the immediately preceding
valuation date is greater than or equal to its coupon barrier value. I f t he c losing va lue of t he w orst
pe rform ing unde rlying on a ny va lua t ion da t e is le ss t ha n it s 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 im m e dia t e ly follow ing c ont inge nt c oupon
pa ym e nt da t e .
Pa ym e nt a t
If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you
m a t urit y:
then hold:
? If the closing value of the worst performing underlying on the final valuation date is greater than or equal to
its coupon barrier value:
$1,000 plus the contingent coupon payment due at maturity
? If the closing value of the worst performing underlying on the final valuation date is less than its coupon barrier
value but gre a t e r t ha n or e qua l t o its final barrier value: $1,000
? If the closing value of the worst performing underlying on the final valuation date is less than its final barrier
value:
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$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation date)
I f t he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y a nd t he c losing va lue of t he
w orst pe rform ing unde rlying on t he fina l va lua t ion da t e is le ss t ha n it s fina l ba rrie r va lue , you
w ill re c e ive signific a nt ly le ss t ha n 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.
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17326YHR0 / US17326YHR09
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd
I ssue pric e (1)(2)
U nde rw rit ing fe e (3)
Proc e e ds t o issue r
issue pric e :
Pe r se c urit y:
$1,000
$41.25
$958.75
T ot a l:
$1,042,000
$42,982.50
$999,017.50
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $906.01 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 $958.75 per security, assuming no custodial
fee is charged by a selected dealer, and up to $963.75 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 -6 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d
of t he se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying produc t supple m e nt , unde rlying
supple m e nt , prospe c t us supple m e nt a nd prospe c t us a re 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, which can be accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 4 -0 7 da t e d J une 1 5 , 2 0 1 8
U nde rlying Supple m e nt N o. 7 da t e d J uly 1 6 , 2 0 1 8
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d April 7 , 2 0 1 7
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e Corpora t ion
or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.

K EY T ERM S (c ont inue d)
Aut om a t ic e a rly
If, on any potential autocall date, the closing value of the worst performing underlying on that potential
re de m pt ion:
autocall date is greater than or equal to its initial underlying value, each security you then hold will be
automatically redeemed on the immediately following contingent coupon payment date for an amount in
cash equal to $1,000 plus the related contingent coupon payment
Pot e nt ia l a ut oc a ll da t e s:
Each valuation date in March, June, September and December beginning in December 2019 and ending
in September 2023
U nde rlying re t urn:
For each underlying on any valuation date, (i) its closing value on that valuation date minus its initial
underlying value, divided by (ii) its initial underlying value
Worst pe rform ing
For any valuation date, the underlying with the lowest underlying return determined as of that valuation
unde rlying:
date

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 each 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 each underlying. The accompanying underlying supplement
contains information about each 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.
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PS-2
Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The table below indicates what your payment at maturity would be for various hypothetical underlying returns of the worst performing
underlying on the final valuation date. Your actual payment at maturity will depend on the actual closing value of the worst performing
underlying on the final valuation date.

H ypot he t ic a l Pa ym e nt a t M a t urit y (1)
H ypot he t ic a l U nde rlying Re t urn of Worst Pe rform ing
U nde rlying on t he Fina l V a lua t ion Da t e
H ypot he t ic a l Pa ym e nt a t M a t urit y pe r Se c urit y
50.00%
$1,000.00
20.00%
$1,000.00
15.00%
$1,000.00
10.00%
$1,000.00
5.00%
$1,000.00
0.00%
$1,000.00
-10.00%
$1,000.00
-20.00%
$1,000.00
-25.00%
$1,000.00
-30.00%
$1,000.00
-40.00%
$1,000.00
-40.01%
$599.90
-50.00%
$500.00
-100.00%
$0.00
(1) Assumes the securities are not automatically redeemed prior to maturity. Does not include the final contingent coupon payment, if
applicable. Does not illustrate how contingent coupon payments may or may not be made over the term of the securities. Each security has a
stated principal amount of $1,000.00.

The examples in the first section below illustrate how to determine whether a contingent coupon will be paid and whether the securities will be
automatically redeemed following a valuation date that is also a potential autocall date. The examples in the second section below illustrate
how to determine the payment at maturity on the securities, assuming the securities are not automatically redeemed prior to maturity. The
examples are solely for illustrative purposes, do not show all possible outcomes and are not a prediction of any payment that may be made on
the securities.

The examples below are based on the following hypothetical values and do not reflect the actual initial underlying values, coupon barrier
values or final barrier values of the underlyings. For the actual initial underlying value, coupon barrier value and final barrier value of each
underlying, 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 payments on the securities
will be calculated based on the actual initial underlying value, coupon barrier value and final barrier value of each underlying, and not the
hypothetical values indicated below.

U nde rlying
H ypot he t ic a l init ia l
H ypot he t ic a l c oupon ba rrie r
H ypot he t ic a l fina l ba rrie r
unde rlying va lue
va lue
va lue
Dow Jones Industrial
100
70 (70% of its hypothetical initial
60 (60% of its hypothetical initial
AverageTM
underlying value)
underlying value)
Russell 2000® Index
100
70 (70% of its hypothetical initial
60 (60% of its hypothetical initial
underlying value)
underlying value)
Nasdaq-100 Index®
100
70 (70% of its hypothetical initial
60 (60% of its hypothetical initial
underlying value)
underlying value)

Hypothetical Examples of Contingent Coupon Payments and any Payment upon Automatic Early Redemption Following a Valuation
Date that is also a Potential Autocall Date

The hypothetical examples below illustrate how to determine whether a contingent coupon will be paid and whether the securities will be
automatically redeemed following a hypothetical valuation date that is also a potential autocall date, assuming that the closing values of the
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underlyings on the hypothetical valuation date are as indicated below.

PS-3
Citigroup Global Markets Holdings Inc.

H ypot he t ic a l c losing
H ypot he t ic a l c losing
H ypot he t ic a l c losing va lue
va lue of Dow J one s
H ypot he t ic a l pa ym e nt
va lue of N a sda q-1 0 0
of t he Russe ll 2 0 0 0 ® I nde x
pe r $ 1 ,0 0 0 se c urit y
I ndust ria l Ave ra ge TM on
I nde x ® on hypot he t ic a l
on hypot he t ic a l va lua t ion
on re la t e d c ont inge nt
hypot he t ic a l va lua t ion
va lua t ion da t e
da t e
c oupon pa ym e nt da t e
da t e
$ 6 .0 4 2
Ex a m ple
75
85
120
(contingent coupon is
1
(underlying return =-25%)
(underlying return =-15%)
(underlying return = 20%)
paid; securities not
redeemed)
$ 0
Ex a m ple
110
45
110
(no contingent coupon;
2
(underlying return = 10%)
(underlying return =-55%)
(underlying return = 10%)
securities not redeemed)
$ 1 ,0 0 6 .0 4 2
Ex a m ple
120
110
105
(contingent coupon is
3
(underlying return = 20%)
(underlying return = 10%)
(underlying return = 5%)
paid; securities redeemed)

Ex a m ple 1 : On the hypothetical valuation date, the Nasdaq-100 Index® has the lowest underlying return and, therefore, is the worst
performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the
hypothetical valuation date is greater than its coupon barrier value but less than its initial underlying value. As a result, investors in the
securities would receive the contingent coupon payment of $6.042 per security on the related contingent coupon payment date and the
securities would not be automatically redeemed.

Ex a m ple 2 : On the hypothetical valuation date, the Russell 2000® Index has the lowest underlying return and, therefore, is the worst
performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the
hypothetical valuation date is less than its coupon barrier value. As a result, investors would not receive any payment on the related
contingent coupon payment date, even though each other underlying has appreciated from its initial underlying value, and the securities would
not be automatically redeemed.

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 on t he c ont inge nt c oupon pa ym e nt da t e follow ing a
va lua t ion da t e if t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t va lua t ion da t e is le ss t ha n it s c oupon
ba rrie r va lue . Whe t he r a c ont inge nt c oupon is pa id follow ing a va lua t ion da t e de pe nds sole ly on t he c losing va lue of
t he w orst pe rform ing unde rlying.

Ex a m ple 3 : On the hypothetical valuation date, the Dow Jones Industrial AverageTM has the lowest underlying return and, therefore, is the
worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the
hypothetical valuation date is greater than both its coupon barrier value and its initial underlying value. As a result, the securities would be
automatically redeemed on the related contingent coupon payment date for an amount in cash equal to $1,000 plus the related contingent
coupon payment, for a total of $1,006.042 per security.

If the valuation date were not also a potential autocall date, the securities would not be automatically redeemed on the related contingent
coupon payment date.

Hypothetical Examples of the Payment at Maturity on the Securities

The next hypothetical examples illustrate the calculation of the payment at maturity on the securities, assuming that the securities have not
been earlier automatically redeemed and that the closing values of the underlyings on the final valuation date are as indicated below.

H ypot he t ic a l c losing
H ypot he t ic a l c losing
H ypot he t ic a l c losing va lue
va lue of N a sda q-1 0 0
H ypot he t ic a l
va lue of Russe ll 2 0 0 0 ®
of Dow J one s I ndust ria l
pa ym e nt a t m a t urit y
I nde x ® on fina l
I nde x on fina l va lua t ion
Ave ra ge TM on fina l
pe r $ 1 ,0 0 0 se c urit y
va lua t ion da t e
da t e
va lua t ion da t e
130
120
110
Ex a m ple 4
$ 1 ,0 0 6 .0 4 2
(underlying return = 30%)
(underlying return = 20%)
(underlying return = 10%)
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65
80
75
Ex a m ple 5
$ 1 ,0 0 0
(underlying return = -35%)
(underlying return = -20%)
(underlying return = -25%)
140
50
130
Ex a m ple 6
$ 5 0 0
(underlying return = 40%)
(underlying return = -50%)
(underlying return = 30%)
70
60
20
Ex a m ple 7
$ 2 0 0
(underlying return = -30%)
(underlying return = -40%)
(underlying return = -80%)

PS-4
Citigroup Global Markets Holdings Inc.

Ex a m ple 4 : On the final valuation date, the Dow Jones Industrial AverageTM has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the closing value of the worst performing underlying on the final valuation
date is greater than its coupon barrier value. Accordingly, at maturity, you would receive the stated principal amount of the securities plus the
contingent coupon payment due at maturity, for a total of $1,006.042 per security, but you would not participate in the appreciation of any of
the underlyings.

Ex a m ple 5 : On the final valuation date, the Nasdaq-100 Index® has the lowest underlying return and, therefore, is the worst performing
underlying on the final valuation date. In this scenario, the closing value of the worst performing underlying on the final valuation date is less
than its coupon barrier value but greater than its final barrier value. Accordingly, at maturity, you would receive the $1,000 stated principal
amount of the securities, but would not receive any contingent coupon payment at maturity.

Ex a m ple 6 : On the final valuation date, the Russell 2000® Index has the lowest underlying return and, therefore, is the worst performing
underlying on the final valuation date. In this scenario, the closing value of the worst performing underlying on the final valuation date is less
than its final barrier value. Accordingly, at maturity, you would receive a payment per security calculated as follows:

Payment at maturity = $1,000 + ($1,000 × underlying return of the worst performing underlying on the final valuation date)
= $1,000 + ($1,000 × -50%)
= $1,000 + -$500
= $500

In this scenario, because the closing value of the worst performing underlying on the final valuation date is less than its final barrier value, you
would lose a significant portion of your investment in the securities. You would incur a loss based on the performance of the worst performing
underlying on the final valuation date, even though the closing value of any other underlying on the final valuation date is greater than or equal
to its initial underlying value. In addition, because the closing value of the worst performing underlying on the final valuation date is below its
coupon barrier value, you would not receive any contingent coupon payment at maturity.

Ex a m ple 7 : On the final valuation date, the Dow Jones Industrial AverageTM has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the closing value of the worst performing underlying on the final valuation
date is less than its final barrier value. Accordingly, at maturity, you would receive a payment per security calculated as follows:

Payment at maturity = $1,000 + ($1,000 × underlying return of the worst performing underlying on the final valuation date)
= $1,000 + ($1,000 × -80%)
= $1,000 + -$800
= $200

In this scenario, because the closing value of the worst performing underlying on the final valuation date is less than its 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
on the final valuation date is below its coupon barrier value, you would not receive any contingent coupon payment at maturity.

I t is possible t ha t t he c losing va lue of t he w orst pe rform ing unde rlying w ill be le ss t ha n it s c oupon ba rrie r va lue on
e a c h va lua t ion da t e a nd le ss t ha n it s fina l ba rrie r va lue on t he fina l va lua t ion da t e , suc h t ha t you w ill not re c e ive a ny
c ont inge nt c oupon pa ym e nt s ove r t he t e rm of t he se c urit ie s a nd w ill re c e ive signific a nt ly le ss t ha n t he st a t e d
princ ipa l a m ount of your se c urit ie s a t m a t urit y.

PS-5
Citigroup Global Markets Holdings Inc.

Summary Risk Factors
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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 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.

?
Y ou m a y lose a signific a nt port ion 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 the securities are not automatically redeemed prior to
maturity, your payment at maturity will depend on the closing value of the worst performing underlying on the final valuation date. If the
closing value of the worst performing underlying on the final valuation date is less than its final barrier value, you will lose 1% of the stated
principal amount of the securities for every 1% by which the worst performing underlying has declined from its initial underlying
value. 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 on t he c ont inge nt c oupon pa ym e nt da t e follow ing a ny va lua t ion da t e
on w hic h t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t va lua t ion da t e is le ss t ha n it s c oupon
ba rrie r va lue . 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 on the immediately preceding valuation date is greater than or equal to its coupon barrier value. If the closing
value of the worst performing underlying on any valuation date is less than its coupon barrier value, you will not receive any contingent
coupon payment on the immediately following contingent coupon payment date. If the closing value of the worst performing underlying on
each valuation date is below its coupon barrier value, you will not receive any contingent coupon payments over the term of the securities.

?
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 the securities will not be automatically redeemed and the value of what you receive at maturity may be significantly less than
the stated principal amount of your securities and may be zero. The volatility of and the correlation between the underlyings are important
factors affecting these risks. Greater expected volatility of and lower expected correlation between the underlyings 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 (i) the
closing value of the worst performing underlying on one or more valuation dates will be less than its coupon barrier value, such that you
will not receive one or more, or any, contingent coupon payments during the term of the securities, (ii) the closing value of the worst
performing underlying on each potential autocall date will be less than its initial underlying value, such that the securities are not
automatically redeemed and (iii) the closing value of the worst performing underlying on the final valuation date will be less than its final
barrier value, such that you will not be repaid the stated principal amount of your securities at maturity.

?
T he se c urit ie s a re subje c t t o he ight e ne d risk be c a use t he y ha ve m ult iple unde rlyings. The securities are more risky
than similar investments that may be available with only one underlying. With multiple underlyings, there is a greater chance that any one
underlying will perform poorly, adversely affecting your return on the securities.

?
T he se c urit ie s a re subje c t t o t he risk s of e a c h of t he unde rlyings a nd w ill be ne ga t ive ly a ffe c t e d if a ny one
unde rlying pe rform s poorly, re ga rdle ss of t he pe rform a nc e of a ny ot he r unde rlying. You are subject to risks associated
with each of the underlyings. If any one underlying performs poorly, you will be negatively affected, regardless of the performance of any
other underlying. The securities are not linked to a basket composed of the underlyings, where the blended performance of the underlyings
would be better than the performance of the worst performing underlying alone. Instead, you are subject to the full risks of whichever of
the underlyings is the worst performing underlying.

?
Y ou w ill not be ne fit in a ny w a y from t he pe rform a nc e of a ny be t t e r pe rform ing unde rlying. The return on the securities
depends solely on the performance of the worst performing underlying, and you will not benefit in any way from the performance of any
better performing underlying.

?
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 rlyings. It is preferable from your perspective
for the underlyings 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 underlyings will not exhibit this relationship. The less correlated
the underlyings, the more likely it is that any one of the underlyings will perform poorly over the term of the securities. All

PS-6
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Citigroup Global Markets Holdings Inc.

that is necessary for the securities to perform poorly is for one of the underlyings to perform poorly; the performance of any underlying that
is not the worst performing underlying is not relevant to your return on the securities. It is impossible to predict what the relationship
between the underlyings will be over the term of the securities. The underlyings differ in significant ways and, therefore, may not be
correlated with each other.

?
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. The
potential contingent coupon payments on the securities are the compensation you receive for assuming the downside risk of the worst
performing underlying, 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, but also for all of the other risks of the securities, including the risk that the securities may be automatically 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.

?
T he se c urit ie s m a y be a ut om a t ic a lly re de e m e d prior t o m a t urit y, lim it ing your opport unit y t o re c e ive c ont inge nt
c oupon pa ym e nt s. On any potential autocall date, the securities will be automatically redeemed if the closing value of the worst
performing underlying on that potential autocall date is greater than or equal to its initial underlying value. Thus, the term of the securities
may be limited. If the securities are redeemed 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.

?
T he se c urit ie s offe r dow nside e x posure t o t he w orst pe rform ing unde rlying, but no upside e x posure t o a ny
unde rlying. You will not participate in any appreciation in the value of any underlying 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 any underlying over the term of the securities.

?
Y ou w ill not re c e ive divide nds or ha ve a ny ot he r right s w it h re spe c t t o t he unde rlyings. You will not receive any
dividends with respect to the underlyings. 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 such 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 underlyings or the stocks included in the underlyings.

?
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 rlyings sole ly on t he 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 vola t ilit y in t he c losing va lue s of t he unde rlyings on or
ne a r t he va lua t ion da t e s. Whether the contingent coupon will be paid on any given contingent coupon payment date and whether the
securities will be automatically redeemed prior to maturity will depend on the closing values of the underlyings solely on the applicable
valuation dates, regardless of the closing values of the underlyings on other days during the term of the securities. If the securities are not
automatically redeemed prior to maturity, what you receive at maturity will depend solely on the closing value of the worst performing
underlying 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 underlyings on a limited number of dates, the securities will be particularly sensitive to
volatility in the closing values of the underlyings on or near the valuation dates. You should understand that the closing value of each
underlying 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 anything owed
to you under the securities.

?
T he se c urit ie s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o
m a t urit y. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
securities. CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the
securities on a daily basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI's sole discretion,
taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can
be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any
time and for any reason. If CGMI suspends or terminates 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) 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
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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-7
Citigroup Global Markets Holdings Inc.

?
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
closing values of the underlyings, dividend yields on the underlyings 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 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.

?
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 closing values of the underlyings, the volatility of, and correlation between, the
closing values of the underlyings, dividend yields on the underlyings, 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 values of the underlyings 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 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 is 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
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a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.

?
Our offe ring of t he se c urit ie s is not a re c om m e nda t ion of a ny unde rlying. The fact that we are offering the securities does
not mean that we believe that investing in an instrument linked to the underlyings 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 underlyings or in instruments related
to the underlyings, and may publish research or express opinions, that in each case are inconsistent with an investment linked to the
underlyings. These and other activities of our affiliates may affect the closing values of the underlyings in a way that negatively affects the
value of and your return on the securities.

PS-8
Citigroup Global Markets Holdings Inc.

?
T he c losing va lue of a n unde rlying m a y be a dve rse ly a ffe c t e d by our or our a ffilia t e s' he dging a nd ot he r t ra ding
a c t ivit ie s. We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions in
the underlyings or in financial instruments related to the underlyings and may adjust such positions during the term of the securities. Our
affiliates also take positions in the underlyings or in financial instruments related to the underlyings 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 underlyings 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 a nd our a ffilia t e s m a y ha ve e c onom ic int e re st s t ha t a re a dve rse t o yours a s a re sult of our a ffilia t e s' busine ss
a c t ivit ie s. Our affiliates 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
underlyings 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.

?
T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of ours, w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t t o t he
se c urit ie s. If certain events occur during the term of the securities, such as market disruption events and other events with respect to
an 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.

?
Cha nge s t ha t a ffe c t t he unde rlyings m a y a ffe c t t he va lue of your se c urit ie s. The sponsors of the underlyings may at any
time make methodological changes or other changes in the manner in which they operate that could affect the values of the
underlyings. We are not affiliated with any such underlying sponsor and, accordingly, we have no control over any changes any such
sponsor may make. Such changes could adversely affect the performance of the underlyings and the value of and your return on the
securities.

?
T he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he se c urit ie s a re unc le a r. There is no direct legal authority
regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service
(the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree
with the treatment of the securities as described in "United States Federal Tax Considerations" below. If the IRS were successful in
asserting an alternative treatment, the tax consequences of ownership and disposition of the securities might be materially and adversely
affected. Moreover, as described in the accompanying product supplement 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. While it is not clear whether the securities would be viewed as similar to
the typical prepaid forward contract described in the notice, it is possible that 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 recognized by U.S. investors, possibly with retroactive effect. 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.

Non-U.S. investors should note that persons having withholding responsibility in respect of the securities may withhold on any coupon
payment paid to a non-U.S. investor, generally at a rate of 30%. To the extent that we have withholding responsibility in respect of the
securities, we intend to so withhold.

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 prior to January 1,
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2021 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.

We will not be required to pay any additional amounts with respect to amounts withheld.

PS-9
Citigroup Global Markets Holdings Inc.

Information About the Dow Jones Industrial AverageTM

The Dow Jones Industrial AverageTM is a price-weighted index rather than a market capitalization-weighted index. The Dow Jones Industrial
AverageTM consists of 30 common stocks chosen as representative of the broad market of U.S. industry. It is calculated and maintained by
S&P Dow Jones Indices LLC.

Please refer to the section "Equity Index Descriptions--The Dow Jones Industrial Average TM" in the accompanying underlying supplement for
additional information.

We have derived all information regarding the Dow Jones Industrial AverageTM from publicly available information and have not independently
verified any information regarding the Dow Jones Industrial AverageTM. This pricing supplement relates only to the securities and not to the
Dow Jones Industrial AverageTM. We make no representation as to the performance of the Dow Jones Industrial AverageTM 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 Dow
Jones Industrial AverageTM 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 Dow Jones Industrial AverageTM on December 21, 2018 was 22,445.37.

The graph below shows the closing value of the Dow Jones Industrial AverageTM for each day such value was available from January 2, 2008
to December 21, 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.

Dow J one s I ndust ria l Ave ra ge TM H ist oric a l Closing V a lue s
J a nua ry 2 , 2 0 0 8 t o De c e m be r 2 1 , 2 0 1 8

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Document Outline

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