Obligation Citi Global Markets 0% ( US17326YPD21 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17326YPD21 ( en USD )

27/12/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326YPD21 en USD 0%, échue

1 000 USD

1 080 000 USD

17326YPD2

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 US17326YPD21 émise par Citigroup Global Markets Holdings aux États-Unis, d'un montant total de 1 080 000 USD avec un prix actuel de marché de 100%, un taux d'intérêt de 0%, une taille minimale d'achat de 1 000 USD et une maturité atteinte le 27/12/2023, avec une fréquence de paiement de 2 et une notation Moody's de NR, a été intégralement remboursée.

424B2 1 dp99980_424b2-us1860534.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 7 3 6
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
Buffer Securities Linked to the iShares® MSCI Emerging Markets ETF 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. 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, equal to or less than the stated principal amount, depending on the performance of the
underlying specified below from the initial underlying value to the final underlying value.
? The securities offer modified exposure to the performance of the underlying, with (i) the opportunity to participate in a limited range of potential
appreciation of the underlying at the upside participation rate specified below and (ii) a limited buffer against any depreciation of the underlying as
described below. In exchange for these features, investors in the securities must be willing to forgo any appreciation of the underlying in excess of the
maximum return at maturity specified below and must be willing to forgo any dividends with respect to the underlying. In addition, investors in the
securities must be willing to accept downside exposure to any depreciation of the underlying in excess of the buffer percentage specified below. I f t he
unde rlying de pre c ia t e s by m ore t ha n t he buffe r pe rc e nt a ge from t he init ia l unde rlying va lue t o t he fina l unde rlying va lue ,
you w ill lose 1 % of t he st a t e d princ ipa l a m ount of your se c urit ie s for e ve ry 1 % by w hic h t ha t de pre c ia t ion e x c e e ds t he
buffe r pe rc e nt a ge .
? In order to obtain the modified exposure to the underlying that the securities provide, 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
pa ym e nt s on t he se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
K EY T ERM S

I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
U nde rlying:
The iShares® MSCI Emerging Markets ETF
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
December 21, 2018
I ssue da t e :
December 31, 2018
V a lua t ion da t e :
December 21, 2023, 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 :
December 27, 2023
Pa ym e nt a t m a t urit y:
You will receive at maturity for each security you then hold:
If the final underlying value is greater than the initial underlying value:
$1,000 + the return amount, subject to the maximum return at maturity
If the final underlying value is less than or equal to the initial underlying value but greater than or
e qua l t o the final buffer value:
$1,000
If the final underlying value is less than the final buffer value:
$1,000 + [$1,000 × (the underlying return + the buffer percentage)]
I f t he fina l unde rlying va lue is le ss t ha n t he fina l buffe r va lue , you w ill re c e ive le ss, a nd
possibly 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.
I nit ia l unde rlying va lue :
$38.52, the closing value of the underlying on the pricing date
Fina l unde rlying va lue :
The closing value of the underlying on the valuation date
Re t urn a m ount :
$1,000 × the underlying return × the upside participation rate
U pside pa rt ic ipa t ion ra t e :
125%
U nde rlying re t urn:
(i) The final underlying value minus the initial underlying value, divided by (ii) the initial underlying value
M a x im um re t urn a t m a t urit y:
$620 per security (62% of the stated principal amount). The payment at maturity per security will not exceed the
stated principal amount plus the maximum return at maturity.
Fina l buffe r va lue :
$30.816, 80% of the initial underlying value
Buffe r pe rc e nt a ge :
20%
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17326YPD2 / US17326YPD21
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd issue
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r
pric e :
Pe r se c urit y:
$1,000
$30
$970
T ot a l:
$1,080,000
$32,400
$1,047,600
(1) On the date of this pricing supplement, the estimated value of the securities is $940.60 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 profit to CGMI or other of
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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) CGMI will receive an underwriting fee of $30 for each security sold in this offering. From this underwriting fee, CGMI will pay selected dealers 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 $5 for each
security they sell. For more information on the distribution of the securities, see "Supplemental Plan of Distribution" in this pricing supplement. In addition to
the underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See "Use of
Proceeds and Hedging" in the accompanying prospectus.
I nve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l de bt se c urit ie s.
Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS-4 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission 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 2 -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.

Additional Information

Ge ne ra l. The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and
prospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and
prospectus contain important disclosures that are not repeated in this pricing supplement. For example, 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.

Closing V a lue . The "closing value" of the underlying on any date is the closing price of its underlying shares on such date, as
provided in the accompanying product supplement. The "underlying shares" of the underlying are its shares that are traded on a
U.S. national securities exchange. Please see the accompanying product supplement for more information.

Payout Diagram

The diagram below illustrates your payment at maturity for a range of hypothetical underlying returns.

I nve st ors in t he se c urit ie s w ill not re c e ive a ny divide nds w it h re spe c t t o t he unde rlying. T he dia gra m a nd
e x a m ple s be low do not show a ny e ffe c t of lost divide nd yie ld ove r t he t e rm of t he se c urit ie s. See "Summary
Risk Factors--You will not receive dividends or have any other rights with respect to the underlying" below.

Pa yout Dia gra m
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The Securities The Underlying

PS-2
Citigroup Global Markets Holdings Inc.

Hypothetical Examples

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 the following hypothetical values and do not reflect the actual initial underlying value or final
buffer value. For the actual initial underlying value and final buffer 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 final buffer value, and not the hypothetical values indicated below.

H ypot he t ic a l init ia l unde rlying
$100
va lue :
H ypot he t ic a l fina l buffe r va lue :
$80 (80% of the hypothetical initial underlying value)

Ex a m ple 1 --U pside Sc e na rio A. The final underlying value is $105, resulting in a 5% underlying return. In this example, the
final underlying value is gre a t e r t ha n the initial underlying value.

Payment at maturity per security = $1,000 + the return amount, subject to the maximum return at maturity
= $1,000 + ($1,000 × the underlying return × the upside participation rate), subject to the maximum return at maturity
= $1,000 + ($1,000 × 5% × 125%), subject to the maximum return at maturity
= $1,000 + $62.50, subject to the maximum return at maturity
= $1,062.50

In this scenario, the underlying has appreciated from the initial underlying value to the final underlying value, and your total return at
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maturity would equal the underlying return multiplied by the upside participation rate.

Ex a m ple 2 --U pside Sc e na rio B. The final underlying value is $175, resulting in a 75% underlying return. In this example, the
final underlying value is gre a t e r t ha n the initial underlying value.

Payment at maturity per security = $1,000 + the return amount, subject to the maximum return at maturity
= $1,000 + ($1,000 × the underlying return × the upside participation rate), subject to the maximum return at maturity
= $1,000 + ($1,000 × 75% × 125%), subject to the maximum return at maturity
= $1,000 + $937.50, subject to the maximum return at maturity
= $1,620

In this scenario, the underlying has appreciated from the initial underlying value to the final underlying value, but the underlying
return multiplied by the upside participation rate would exceed the maximum return at maturity. As a result, your total return at
maturity in this scenario would be limited to the maximum return at maturity, and an investment in the securities would
underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the underlying without a
maximum return.

Ex a m ple 3 --Pa r Sc e na rio. The final underlying value is $95, resulting in a -5% underlying return. In this example, the final
underlying value is le ss t ha n the initial underlying value but gre a t e r t ha n the final buffer value.

Payment at maturity per security = $1,000

In this scenario, the underlying has depreciated from the initial underlying value to the final underlying value, but not by more than
the buffer percentage. As a result, you would be repaid the stated principal amount of your securities at maturity but would not
receive any positive return on your investment.

Ex a m ple 4 --Dow nside Sc e na rio. The final underlying value is $30, resulting in a -70% underlying return. In this example, the
final underlying value is le ss t ha n the final buffer value.

Payment at maturity per security = $1,000 + [$1,000 × (the underlying return + the buffer percentage)]
= $1,000 + [$1,000 × (-70% + 20%)]
= $1,000 + [$1,000 × -50%]
= $1,000 + -$500
= $500

In this scenario, the underlying has depreciated from the initial underlying value to the final underlying value by more than the buffer
percentage. As a result, your total return at maturity in this scenario would be negative and would reflect 1-to-1 exposure to the
negative performance of the underlying beyond the buffer percentage.

PS-3
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.

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?
Y ou m a y lose a signific a nt port ion of your inve st m e nt . 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 underlying depreciates by more than the buffer percentage from the initial underlying value to the final
underlying value, you will lose 1% of the stated principal amount of your securities for every 1% by which that depreciation
exceeds the buffer percentage.

?
Y our pot e nt ia l re t urn on t he se c urit ie s is lim it e d. Your potential total return on the securities at maturity is limited to
the maximum return at maturity, even if the underlying appreciates by significantly more than the maximum return at maturity. If
the underlying appreciates by more than the maximum return at maturity, the securities will underperform an alternative
investment providing 1-to-1 exposure to the performance of the underlying. When lost dividends are taken into account, the
securities may underperform an alternative investment providing 1-to-1 exposure to the performance of the underlying even if
the underlying appreciates by less than the maximum return at maturity. In addition, the maximum return at maturity reduces
the effect of the upside participation rate for all final underlying values exceeding the final underlying value at which, by
multiplying the corresponding underlying return by the upside participation rate, the maximum return at maturity is reached.

?
T he se c urit ie s do not pa y int e re st . 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.

?
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 rlying. 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.

?
Y our pa ym e nt a t m a t urit y de pe nds on t he c losing va lue of t he unde rlying on a single da y. 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.

?
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 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

PS-4
Citigroup Global Markets Holdings Inc.

because, if they were lower, the economic terms of the securities would be more favorable to you. The economic terms of the
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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.

?
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 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.

?
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 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.

?
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 unde rlying is subje c t t o risk s a ssoc ia t e d w it h e m e rging m a rk e t s. The stocks included in the underlying
have been issued by companies in various foreign emerging markets. Foreign equity securities involve risks associated with the
securities markets in foreign countries, including risks of volatility in those markets, governmental intervention in those markets
and cross-shareholdings in companies in certain countries. There is also generally less publicly available information about
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foreign companies than about U.S. companies that are subject to the reporting requirements of the Securities and Exchange
Commission, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements
different from those applicable to U.S. reporting companies. The prices of securities in foreign markets may be affected by
political, economic, financial and social factors in those countries, or global regions, including changes in government,
economic and fiscal policies and currency exchange laws.

PS-5
Citigroup Global Markets Holdings Inc.

Stocks issued by companies in emerging markets may be subject to heightened risks, including risks of relatively unstable
governments, nationalization of businesses, restrictions on foreign ownership, prohibitions on the repatriation of assets and less
protection of property rights. The economies of countries with emerging markets may be based on only a few industries, be
highly vulnerable to changes in local or global trade conditions and suffer from extreme and volatile debt burdens or inflation
rates. Local securities markets may trade a small number of securities and be unable to respond effectively to increases in
trading volume, potentially increasing price volatility. Moreover, the economies in such countries may differ unfavorably from the
economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment,
resources and self-sufficiency.

?
Fluc t ua t ions in e x c ha nge ra t e s w ill a ffe c t t he c losing va lue of t he unde rlying. Because the underlying includes
stocks that trade outside the United States and the closing value of the underlying is based on the U.S. dollar value of those
stocks, the underlying is subject to currency exchange rate risk with respect to each of the currencies in which such stocks
trade. Exchange rate movements may be volatile and may be driven by numerous factors specific to the relevant countries,
including the supply of, and the demand for, the applicable currencies, as well as government policy and intervention and
macroeconomic factors. Exchange rate movements may also be influenced significantly by speculative trading. In general, if the
U.S. dollar strengthens against the currencies in which the stocks included in the underlying trade, the closing value of the
underlying will be adversely affected for that reason alone.

?
Our offe ring of t he se c urit ie s is not a re c om m e nda t ion of t he unde rlying. 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.

?
T he c losing va lue of t he 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 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 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 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.

?
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 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.

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?
Eve n if t he unde rlying pa ys a divide nd t ha t it ide nt ifie s a s spe c ia l or e x t ra ordina ry, no a djust m e nt w ill
be re quire d unde r t he se c urit ie s for t ha t divide nd unle ss it m e e t s t he c rit e ria spe c ifie d in t he
a c c om pa nying produc t supple m e nt . In general, an adjustment will not be made under the terms of the securities for
any cash dividend paid by the underlying unless the amount of the dividend per share, together with any other dividends paid
in the same quarter, exceeds the dividend paid per share in the most recent quarter by an amount equal to at least 10% of the
closing value of the underlying on the date of declaration of the dividend. Any dividend will reduce the closing value of the
underlying by the amount of the dividend per share. If the underlying pays any dividend for which an adjustment is not made
under the terms of the securities, holders of the securities will be adversely affected. See "Description of the Securities--
Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF--Dilution and Reorganization
Adjustments--Certain Extraordinary Cash Dividends" in the accompanying product supplement.

?
T he se c urit ie s w ill not be a djust e d for a ll e ve nt s t ha t m a y ha ve a dilut ive e ffe c t on or ot he rw ise
a dve rse ly a ffe c t t he c losing va lue of t he unde rlying. For example, we will not make any adjustment for ordinary
dividends or extraordinary dividends that do not meet the criteria described above, partial tender offers or additional underlying
share issuances. Moreover, the adjustments we do make may not fully offset the dilutive or adverse effect of the particular
event. Investors in the securities may be adversely affected by such an event in a circumstance in which a direct holder of the
underlying shares would not.

PS-6
Citigroup Global Markets Holdings Inc.

?
T he se c urit ie s m a y be c om e link e d t o a n unde rlying ot he r t ha n t he origina l unde rlying upon t he
oc c urre nc e of a re orga niza t ion e ve nt or upon t he de list ing of t he unde rlying sha re s. For example, if the
underlying enters into a merger agreement that provides for holders of the underlying shares to receive shares of another entity
and such shares are marketable securities, the closing value of the underlying following consummation of the merger will be
based on the value of such other shares. Additionally, if the underlying shares are delisted, the calculation agent may select a
successor underlying. See "Description of the Securities--Certain Additional Terms for Securities Linked to an Underlying
Company or an Underlying ETF" in the accompanying product supplement.

?
T he va lue a nd pe rform a nc e of t he unde rlying sha re s m a y not c om ple t e ly t ra c k t he pe rform a nc e of t he
unde rlying inde x t ha t t he unde rlying se e k s t o t ra c k or t he ne t a sse t va lue pe r sha re of t he unde rlying.
The underlying does not fully replicate the underlying index that it seeks to track and may hold securities different from those
included in its underlying index. In addition, the performance of the underlying will reflect additional transaction costs and fees
that are not included in the calculation of its underlying index. All of these factors may lead to a lack of correlation between the
performance of the underlying and its underlying index. In addition, corporate actions with respect to the equity securities held
by the underlying (such as mergers and spin-offs) may impact the variance between the performance of the underlying and its
underlying index. Finally, because the underlying shares are traded on an exchange and are subject to market supply and
investor demand, the closing value of the underlying may differ from the net asset value per share of the underlying.
During periods of market volatility, securities included in the underlying's underlying index may be unavailable in the secondary
market, market participants may be unable to calculate accurately the net asset value per share of the underlying and the
liquidity of the underlying may be adversely affected. This kind of market volatility may also disrupt the ability of market
participants to create and redeem shares of the underlying. Further, market volatility may adversely affect, sometimes
materially, the price at which market participants are willing to buy and sell the underlying shares. As a result, under these
circumstances, the closing value of the underlying may vary substantially from the net asset value per share of the underlying.
For all of the foregoing reasons, the performance of the underlying may not correlate with the performance of its underlying
index and/or its net asset value per share, which could materially and adversely affect the value of the securities and/or reduce
your return on the securities.

?
Cha nge s t ha t a ffe c t t he unde rlying m a y a ffe c t t he va lue of your se c urit ie s. 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.

?
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 r e 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
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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. Even if the treatment of the securities as prepaid forward contracts is respected, a
security may be treated as a "constructive ownership transaction," with potentially adverse consequences described below
under "United States Federal Tax Considerations." In addition, 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.

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, 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. 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 iShares® MSCI Emerging Markets ETF

The iShares® MSCI Emerging Markets ETF is an exchange-traded fund that seeks to provide investment results that correspond
generally to the price and yield performance, before fees and expenses, of publicly traded securities in emerging markets, as
measured by the MSCI Emerging Markets Index. The MSCI Emerging Markets Index was developed by MSCI Inc. as an equity
benchmark for international stock performance, and is designed to measure equity market performance in the global emerging
markets.

The iShares® MSCI Emerging Markets ETF is an investment portfolio managed by iShares® Inc. BlackRock Fund Advisors is the
investment adviser to the iShares® MSCI Emerging Markets ETF. iShares®, Inc. is a registered investment company that consists
of numerous separate investment portfolios, including the iShares® MSCI Emerging Markets ETF. Information provided to or filed
with the SEC by iShares®, Inc. pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, can be located by reference to SEC file numbers 033-97598 and 811-09102, respectively, through the SEC's website at
http://www.sec.gov. In addition, information may be obtained from other sources including, but not limited to, press releases,
newspaper articles and other publicly disseminated documents. The underlying shares of the iShares® MSCI Emerging Markets
ETF trade on the NYSE Arca under the ticker symbol "EEM."

Please refer to the section "Fund Descriptions--iShares ® MSCI Emerging Markets ETF" in the accompanying underlying
supplement for additional information.

We have derived all information regarding the iShares® MSCI Emerging Markets ETF from publicly available information and have
not independently verified any information regarding the iShares® MSCI Emerging Markets ETF. This pricing supplement relates
only to the securities and not to the iShares® MSCI Emerging Markets ETF. We make no representation as to the performance of
the iShares® MSCI Emerging Markets ETF 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 iShares® MSCI Emerging Markets ETF is not involved in any way in this offering and has no obligation relating to the securities
or to holders of the securities.

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Historical Information

The closing value of the iShares® MSCI Emerging Markets ETF on December 21, 2018 was $38.52.

The graph below shows the closing value of the iShares® MSCI Emerging Markets ETF 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.

iSha re s ® M SCI Em e rging M a rk e t s ET F 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

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
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 gain or loss equal to the
difference between the amount realized and your tax basis in the security. Subject to the discussion below concerning the
potential application of the "constructive ownership" rules under Section 1260 of the Code, any gain or loss recognized
upon a sale, exchange or retirement of a security should be long-term capital gain or loss if you held the security for more
than one year.

Even if the treatment of the securities as prepaid forward contracts is respected, your purchase of a security may be treated as
entry into a "constructive ownership transaction," within the meaning of Section 1260 of the Code, with respect to the underlying
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