Obbligazione Citi Global Markets 0% ( US17327TYH30 ) in USD

Emittente Citi Global Markets
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US17327TYH30 ( in USD )
Tasso d'interesse 0%
Scadenza 03/03/2022 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Citigroup Global Markets Holdings US17327TYH30 in USD 0%, scaduta


Importo minimo 1 000 USD
Importo totale 1 086 000 USD
Cusip 17327TYH3
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Citigroup Global Markets Holdings è una sussidiaria di Citigroup Inc. che opera nel settore dei mercati finanziari globali, offrendo servizi di trading, intermediazione e gestione degli investimenti a clienti istituzionali e investitori privati.

The Obbligazione issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17327TYH30, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 03/03/2022







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424B2 1 dp111906_424b2-us1976268.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings
August 27, 2019
Medium-Term Senior Notes, Series N
Inc.
Pricing Supplement No. 2019-USNCH2715
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-
224495-03
Buffer Securities Linked to the S&P 500® Index Due March 3, 2022

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 (i ) a limited
buffer against any depreciation of the underlying as described below. In exchange for these features, investors in the
securities must be wil ing to forgo any appreciation of the underlying in excess of the maximum return at maturity
specified below and must be wil ing to forgo any dividends with respect to the underlying. In addition, investors in the
securities must be wil ing to accept downside exposure to any depreciation of the underlying in excess of the buffer
percentage specified below. 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.

In order to obtain the modified exposure to the underlying that the securities provide, investors must be wil ing to
accept (i) an investment that may have limited or no liquidity and (i ) the risk of not receiving any amount due under the
securities if we and Citigroup Inc. default on our obligations. All payments on the securities are subject to the
credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
KEY TERMS
Issuer:
Citigroup Global Markets Holdings Inc., a whol y owned subsidiary of Citigroup Inc.
Guarantee:
Al payments due on the securities are ful y and unconditional y guaranteed by Citigroup Inc.
Underlying:
The S&P 500® Index
Stated principal amount:
$1,000 per security
Pricing date:
August 27, 2019
Issue date:
August 30, 2019
Valuation date:
February 28, 2022, subject to postponement if such date is not a scheduled trading day or
certain market disruption events occur
Maturity date:
March 3, 2022
Payment at maturity:
You wil 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 equal to 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)]
If the final underlying value is less than the final buffer value, which means that the
underlying has depreciated from the initial underlying value by more than the buffer
percentage, you will lose 1% of the stated principal amount of your securities at
maturity for every 1% by which that depreciation exceeds the buffer percentage.
Initial underlying value:
2,869.16, the closing value of the underlying on the pricing date
Final underlying value:
The closing value of the underlying on the valuation date
Return amount:
$1,000 × the underlying return × the upside participation rate
Upside participation
200.00%
rate:
Underlying return:
(i) The final underlying value minus the initial underlying value, divided by (i ) the initial
underlying value
Maximum return at
$180.00 per security (18.00% of the stated principal amount). The payment at maturity per
maturity:
security wil not exceed the stated principal amount plus the maximum return at maturity.
Final buffer value:
2,582.244, 90.00% of the initial underlying value
Buffer percentage:
10.00%
Listing:
The securities wil not be listed on any securities exchange
CUSIP / ISIN:
17327TYH3 / US17327TYH30
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and
Issue price(1)(2)
Underwriting fee(3)
Proceeds to issuer(4)
issue price:
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Per security:
$1,000.00
$27.50
$972.50
Total:
$1,086,000
$28,713.84
$1,057,286.16
(1) On the date of this pricing supplement, the estimated value of the securities is $965.113 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 our affiliates, nor is it an indication of the price, if any,
at which CGMI or any other person may be wil ing 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 wil be $977.50 per security,
assuming no custodial fee is charged by a selected dealer, and up to $982.50 per security, assuming the maximum
custodial fee is charged by a selected dealer. See "Supplemental Plan of Distribution" in this pricing supplement.
(3) CGMI wil receive an underwriting fee of up to $27.50 for each security sold in this offering. The total underwriting fee
and proceeds to issuer in the table above give effect to the actual total underwriting fee. From this underwriting fee, CGMI
wil pay selected dealers not affiliated with CGMI a variable sel ing concession of up to $27.50 for each security they sel .
In addition, CGMI wil pay selected dealers not affiliated with CGMI a structuring fee of up to $7.50 for each security they
sel . We may also engage other firms to provide marketing or promotional services in connection with the distribution of the
securities. CGMI wil pay these service providers a fee of up to $7.50 per security in consideration for providing marketing,
education, structuring or referral services with respect to financial advisors or selected dealers. For more information on
the distribution of the securities, see "Supplemental Plan of Distribution" in this pricing supplement. In addition to the
underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the
securities declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
(4) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any
security, assuming the maximum per security underwriting fee. As noted above, the underwriting fee is variable.
Investing in the securities involves risks not associated with an investment in conventional
debt securities. See "Summary Risk Factors" beginning on page PS-44.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the securities or determined that this pricing supplement and the accompanying product
supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks below:
Product Supplement No. EA-02-08 dated February 15, 2019 Underlying Supplement No. 8 dated February 21,
2019
Prospectus Supplement and Prospectus each dated May 14, 2018
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.


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Citigroup Global Markets Holdings Inc.


Additional Information

The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus,
as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and
prospectus contain important disclosures that are not repeated in this pricing supplement. For example, the accompanying
product supplement contains important information about how the closing value of the underlying wil be determined and
about adjustments that may be made to the terms of the securities upon the occurrence of market disruption events and
other specified events with respect to the underlying. The accompanying underlying supplement contains information
about the underlying that is not repeated in this pricing supplement. It is important that you read the accompanying product
supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement in
deciding whether to invest in the securities. Certain terms used but not defined in this pricing supplement are defined in the
accompanying product supplement.

Payout Diagram

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

Investors in the securities will not receive any dividends with respect to the underlying. The diagram and
examples below do not show any effect of lost dividend yield over the term of the securities. See "Summary Risk
Factors--You wil not receive dividends or have any other rights with respect to the underlying" below.

Payout Diagram
n The Securities
n The Underlying

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Citigroup Global Markets Holdings Inc.


Hypothetical Examples

The examples below il ustrate how to determine the payment at maturity on the securities, assuming the various
hypothetical final underlying values indicated below. The examples are solely for il ustrative purposes, do not show al
possible outcomes and are not a prediction of what the actual payment at maturity on the securities wil be. The actual
payment at maturity wil depend on the actual final underlying value.

The examples below are based on the fol owing 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 wil be calculated based on the actual initial underlying value and final buffer value, and not the hypothetical
values indicated below. For ease of analysis, figures below have been rounded.

Hypothetical initial underlying
100.00
value:
Hypothetical final buffer value:
90.00 (90.00% of the hypothetical initial underlying value)

Example 1--Upside Scenario A. The final underlying value is 105.00, resulting in a 5.00% underlying return. In this
example, the final underlying value is greater than 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 × 5.00% × 200.00%), subject to the maximum return at maturity

= $1,000 + $100.00, subject to the maximum return at maturity

= $1,100.00

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

Example 2--Upside Scenario B. The final underlying value is 150.00, resulting in a 50.00% underlying return. In this
example, the final underlying value is greater than 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 × 50.00% × 200.00%), subject to the maximum return at maturity

= $1,000 + $1,000.00, subject to the maximum return at maturity

= $1,180.00

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.

Example 3--Par Scenario. The final underlying value is 95.00, resulting in a -5.00% underlying return. In this example,
the final underlying value is less than the initial underlying value but greater than the final buffer value.

Payment at maturity per security = $1,000

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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.

Example 4--Downside Scenario. The final underlying value is 30.00, resulting in a -70.00% underlying return. In this
example, the final underlying value is less than the final buffer value.

Payment at maturity per security = $1,000 + [$1,000 × (the underlying return + the buffer percentage)]

= $1,000 + [$1,000 × (-70.00% + 10.00%)]

= $1,000 + [$1,000 × -60.00%]

= $1,000 + -$600.00

= $400.00

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.


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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 al 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 fol owing 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
careful y 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 general y.

§
You may lose a significant portion of your investment. Unlike conventional debt securities, the securities do
not repay a fixed amount of principal at maturity. Instead, your payment at maturity wil 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 wil lose 1% of the stated principal amount of your securities for every 1% by
which that depreciation exceeds the buffer percentage.

§
Your potential return on the securities is limited. 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 wil 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 al 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.

§
The securities do not pay interest. Unlike conventional debt securities, the securities do not pay interest or any
other amounts prior to maturity. You should not invest in the securities if you seek current income during the term
of the securities.

§
You will not receive dividends or have any other rights with respect to the underlying. You wil 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 such lost
dividend yield over the term of the securities. In addition, you wil not have voting rights or any other rights with
respect to the underlying or the stocks included in the underlying.

§
Your payment at maturity depends on the closing value of the underlying on a single day. Because your
payment at maturity depends on the closing value of the underlying solely on the valuation date, you are subject to
the risk that the closing value of the underlying on that day may be lower, and possibly significantly lower, than on
one or more other dates during the term of the securities. If you had invested directly in the underlying or in
another instrument linked to the underlying that you could sel for ful 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.

§
The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If
we default on our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may
not receive anything owed to you under the securities.

§
The securities will not be listed on any securities exchange and you may not be able to sell them prior to
maturity. The securities wil 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 wil be determined in CGMI's sole discretion, taking into account prevailing market
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conditions and other relevant factors, and wil not be a representation by CGMI that the securities can be sold at
that price, or at al . 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 al for the securities because it is likely that CGMI wil be the only broker-dealer that is wil ing
to buy your securities prior to maturity. Accordingly, an investor must be prepared to hold the securities until
maturity.

§
The estimated value of the securities on the pricing date, based on CGMI's proprietary pricing models and
our internal funding rate, is less than the issue price. The difference is attributable to certain costs associated
with sel ing, structuring and hedging the securities that are included in the issue price. These costs include (i) any
sel ing concessions or other fees paid in connection with the offering of the securities, (i ) hedging and other costs
incurred by us and our affiliates in connection with the offering of the securities and (i i) the expected profit (which
may be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging our obligations
under the securities. These costs adversely affect the economic terms of the securities because, if they were
lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities
are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market
rate, to price the securities. See "The estimated value of the securities would be lower if it were calculated based
on our secondary market rate" below.


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§
The estimated value of the securities was determined for us by our affiliate using proprietary pricing
models. CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its
proprietary pricing models. In doing so, it may have made discretionary judgments about the inputs to its models,
such as the volatility of the closing value of the underlying, the dividend yield on the underlying and interest rates.
CGMI's views on these inputs may differ from your or others' views, and as an underwriter in this offering, CGMI's
interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and
therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities
set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may
determine for the securities for other purposes, including for accounting purposes. You should not invest in the
securities because of the estimated value of the securities. Instead, you should be wil ing to hold the securities to
maturity irrespective of the initial estimated value.

§
The estimated value of the securities would be lower if it were calculated based on our secondary market
rate. The estimated value of the securities included in this pricing supplement is calculated based on our internal
funding rate, which is the rate at which we are wil ing to borrow funds through the issuance of the securities. Our
internal funding rate is general y lower than our secondary market rate, which is the rate that CGMI wil 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 general y 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 al 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.

§
The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other
person may be willing to buy the securities from you in the secondary market. Any such secondary market
price wil 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 wil be based on our secondary market rate, which wil
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 wil 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 wil be less than the issue price.

§
The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value
of your securities prior to maturity wil 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 general y, 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 Al Securities--The
value of your securities prior to maturity wil fluctuate based on many unpredictable factors" in the accompanying
product supplement. Changes in the closing value of the underlying may not result in a comparable change in the
value of your securities. You should understand that the value of your securities at any time prior to maturity may
be significantly less than the issue price.

§
Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will
be indicated on any brokerage account statements prepared by CGMI or its affiliates, will reflect a
temporary upward adjustment. The amount of this temporary upward adjustment wil steadily decline to zero
over the temporary adjustment period. See "Valuation of the Securities" in this pricing supplement.

§
Our offering of the securities is not a recommendation of the underlying. The fact that we are offering the
securities does not mean that we believe that investing in an instrument linked to the underlying is likely to achieve
favorable returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including
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short positions) in the underlying or in instruments related to the underlying, and may publish research or express
opinions, that in each case are inconsistent with an investment linked to the underlying. These and other activities
of our affiliates may affect the closing value of the underlying in a way that negatively affects the value of and your
return on the securities.

§
The closing value of the underlying may be adversely affected by our or our affiliates' hedging and other
trading activities. We expect to hedge our obligations under the securities through CGMI or other of our affiliates,
who may take positions in the underlying or in financial instruments related to the underlying and may adjust such
positions during the term of the securities. Our affiliates also take positions in the underlying or in financial
instruments related to the underlying on a regular basis (taking long or short positions or both), for their accounts,
for other accounts under their management or to facilitate transactions on behalf of customers. These activities
could affect the closing value of the underlying in a way that negatively affects the value of and your return on the
securities. They could also result in substantial returns for us or our affiliates while the value of the securities
declines.

§
We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates'
business activities. Our affiliates engage in business activities with a wide range of companies. These activities
include extending loans, making and facilitating investments, underwriting securities offerings and providing
advisory services. These activities could involve or affect the underlying in a way that negatively affects the value
of and your return on the securities. They could also result in substantial returns for us or our affiliates while the
value of the securities declines. In addition, in the course of this business, we or our affiliates may acquire non-
public information, which wil not be disclosed to you.


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§
The calculation agent, which is an affiliate of ours, will make important determinations with respect to the
securities. If certain events occur during the term of the securities, such as market disruption events and other
events with respect to the underlying, CGMI, as calculation agent, wil 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 "Risk
Factors Relating to the Securities--Risk Factors Relating to Al Securities--The calculation agent, which is an
affiliate of ours, wil make important determinations with respect to the securities" in the accompanying product
supplement.

§
Changes that affect the underlying may affect the value of your securities. The sponsor of the underlying
may at any time make methodological changes or other changes in the manner in which it operates that could
affect the value of the underlying. We are not affiliated with the underlying sponsor and, accordingly, we have no
control over any changes such sponsor may make. Such changes could adversely affect the performance of the
underlying and the value of and your return on the securities.

§
The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal
authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling
from the Internal Revenue Service (the "IRS"). Consequently, significant aspects of the tax treatment of the
securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as prepaid
forward contracts. If the IRS were successful in asserting an alternative treatment of the securities, the tax
consequences of the ownership and disposition of the securities might be material y and adversely affected.
Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax
treatment of the securities, possibly retroactively.

If you are a non-U.S. investor, you should review the discussion of withholding tax issues in "United States Federal
Tax Considerations--Non-U.S. Holders" below.

You should read careful y 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 wel as tax consequences arising under the laws of any state,
local or non-U.S. taxing jurisdiction.


PS-6
https://www.sec.gov/Archives/edgar/data/200245/000095010319011506/dp111906_424b2-us1976268.htm
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