Bond Citi Global Markets 4.4% ( US17326W8863 ) in USD

Citi Global Markets

9.95 % ⇌

United States

US17326W8863 ( in USD )

4.4% per year ( payment 2 times a year)

28/02/2029

Prospectus brochure of the bond Citigroup Global Markets Holdings US17326W8863 en USD 4.4%, maturity 28/02/2029

1 000 USD

3 643 000 USD

17326W886

N/A

28/02/2026 ( In 70 days )

Citigroup Global Markets Holdings Inc. is a subsidiary of Citigroup Inc. providing a wide range of financial services, including securities brokerage, investment banking, and trading across various asset classes globally.

Citigroup Global Markets Holdings issued a USD 3,643,000 bond (CUSIP: 17326W886, ISIN: US17326W8863) maturing on February 28, 2029, with a 4.4% coupon rate, paying semi-annually, currently trading at 9.95% of par value, minimum purchase 1000, and not rated by Moody's.

424B2 1 dp102882_424b2-33.htm PRICING SUPPLEMENT
Pricing Supplement No. 2019--USNCH1977 to Product Supplement No. EA-04-06 dated April 7, 2017,
Underlying Supplement No. 7 dated July 16, 2018, Prospectus Supplement and Prospectus each dated April 7, 2017
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-216372 and 333-216372-01
Dated February 26, 2019
Citigroup Global Markets Holdings Inc. $3,642,500 Floating Rate Trigger Callable Contingent Yield Notes (with quarterly coupon observation)
Link e d t o t he Le a st Pe rform ing of t he S& P 5 0 0 ® I nde x , t he N a sda q -1 0 0 I nde x ® a nd t he M SCI Em e rging M a rk e t s® I nde x Due Fe brua ry 2 8 , 2 0 2 9
All pa ym e nt s due on t he not e s a re fully a nd unc ondit iona lly gua ra nt e e d by Cit igroup I nc .
I nve st m e nt De sc ript ion
The Floating Rate Trigger Callable Contingent Yield Notes (the "not e s") are unsecured, unsubordinated debt obligations of Citigroup Global Markets Holdings Inc. (the "issue r"), guaranteed by Citigroup Inc. (the "gua ra nt or"), linked to the le a st
pe rform ing of the S&P 500® Index, the Nasdaq-100 Index® and the MSCI Emerging Markets® Index (each, an "unde rlying"). The notes will pay a contingent coupon on each quarterly coupon payment date if, a nd only if, the closing levels
of a ll the underlyings on the immediately preceding quarterly valuation date are greater than or equal to their respective coupon barriers. If a contingent coupon is payable on a quarterly coupon payment date, it will be paid at a variable rate equal
to 3-month U.S. dollar LIBOR on the immediately preceding coupon determination date plus a spread of 3.95%, subject to the minimum interest rate of 0.00%. If the closing level of a ny underlying on a quarterly valuation date is less than its
coupon barrier, no contingent coupon will be paid on the related coupon payment date. On any coupon payment date prior to the maturity date, beginning approximately one year after issuance, the issuer may, in its sole discretion, call the notes
in whole, but not in part, and pay you the stated principal amount per note plus any contingent coupon otherwise due on such coupon payment date and no further amounts will be owed to you. If the notes have not previously been called by the
issuer prior to maturity and the final underlying level of the least performing underlying is greater than or equal to its downside threshold, you will receive the stated principal amount of your notes at maturity plus any contingent coupon payment
otherwise due on the maturity date. However, if the notes have not been called prior to maturity and the final underlying level of the least performing underlying is less than its downside threshold, you will receive less than the stated principal
amount of your notes at maturity, resulting in a loss that is proportionate to the decline in the closing level of the least performing underlying from the trade date to the final valuation date, up to a 100% loss of your investment. The "fina l
unde rlying le ve l" for each underlying is the closing level of such underlying on the final valuation date and the "le a st pe rform ing unde rlying" is the underlying with the lowest underlying return as measured from the trade date to the final
valuation date. I nve st ing in t he not e s involve s signific a nt risk s. Y ou m a y lose a subst a nt ia l port ion or a ll of your init ia l inve st m e nt if t he not e s a re not c a lle d by t he issue r in it s sole disc re t ion prior t o
t he m a t urit y da t e a nd t he fina l unde rlying le ve l of t he le a st pe rform ing unde rlying is le ss t ha n it s dow nside t hre shold. Y our re t urn on t he not e s is ba se d sole ly on t he pe rform a nc e of t he le a st
pe rform ing unde rlying. Y ou w ill not be ne fit in a ny w a y from t he pe rform a nc e of t he be t t e r pe rform ing unde rlyings. Y ou w ill t he re fore be a dve rse ly a ffe c t e d if a ny unde rlying pe rform s poorly,
re ga rdle ss of t he pe rform a nc e of t he ot he r unde rlyings. Y ou w ill not re c e ive divide nds or ot he r dist ribut ions pa id on a ny st oc k s inc lude d in t he unde rlyings or pa rt ic ipa t e in a ny a ppre c ia t ion of a ny
unde rlying. T he c ont inge nt re pa ym e nt of t he st a t e d princ ipa l a m ount a pplie s only if you hold t he not e s t o m a t urit y or e a rlie r c a ll by t he issue r. Any pa ym e nt on t he not e s, inc luding a ny re pa ym e nt
of t he st a t e d princ ipa l a m ount , is subje c t t o t he c re dit w ort hine ss of t he issue r a nd t he gua ra nt or a nd is not , e it he r dire c t ly or indire c t ly, a n obliga t ion of a ny t hird pa rt y. I f t he issue r a nd t he
gua ra nt or w e re t o de fa ult on t he ir pa ym e nt obliga t ions, you m a y not re c e ive a ny a m ount s ow e d t o you unde r t he not e s a nd you c ould lose your e nt ire inve st m e nt .
Fe a t ure s
N O K
T I e
C y
E D
T a
Ot e
I s
N V EST ORS: T H E N OT ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT I N ST RU M EN T S. T H E I SSU ER I S N OT N ECESSARI LY OBLI GAT ED T O REPAY T H E ST AT ED PRI N CI PAL
Contingent Coupon -- We will pay you a contingent coupon on each quarterly coupon payment date if, and only if, the closing levels of AM Trade
OU N T date
OF T H E N OT ES AT M AT U RI T Y , AN February
D T H E 26,
N O 2019
T ES CAN H AV E DOWN SI DE M ARK ET RI SK SI M I LAR T O T H E LEAST PERFORM I N G U N DERLY I N G. T H I S M ARK ET RI SK I S I N ADDI T I ON T O T H E
all the underlyings on the immediately preceding quarterly valuation date are greater than or equal to their respective coupon barriers.
CREDI T RI SK I N H EREN T I N PU RCH ASI N G A DEBT OBLI GAT I ON OF CI T I GROU P GLOBAL M ARK ET S H OLDI N GS I N C. T H AT I S GU ARAN T EED BY CI T I GROU P I N C. Y OU SH OU LD N OT PU RCH ASE T H E
Settlement date
February 28, 2019
Otherwise, no contingent coupon will be paid on that quarterly coupon payment date.
N OT ES I F Y OU DO N OT U N DERST AN D OR ARE N OT COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S I N V OLV ED I N I N V EST I N G I N T H E N OT ES.
Floating Contingent Coupon Rate -- If a contingent coupon is payable on a quarterly coupon payment date, it will be paid at a variable YO Valuation
U SH OU dates1
LD CAREFU LLY CON SI DER T H E RQuarterly,
I SK S DE beginning
SCRI BE on
D U May
N D 28,
ER 2019
``SU M M ARY RI SK FACT ORS'' BEGI N N I N G ON PAGE PS-7 OF T H I S PRI CI N G SU PPLEM EN T AN D U N DER ``RI SK FACT ORS
rate equal to 3-month U.S. dollar LIBOR on the immediately preceding coupon determination date plus a spread of 3.95%, subject to the
REL ATING TO THE SECURITIES'' BEGINNIN (See
G ON page
PA PS
GE -6)
EA -6 OF T H E ACCOM PAN Y I N G PRODU CT SU PPLEM EN T I N CON N ECT I ON WI T H Y OU R PU RCH ASE OF T H E N OT ES. EV EN T S RELAT I N G T O AN Y
minimum interest rate of 0.00%. I f 3 -m ont h U .S. dolla r LI BOR for a ny va lua t ion da t e is ne ga t ive , you m a y re c e ive a
OF T H OSE RI SK S, OR OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT T H E M ARK ET V ALU E OF, AN D T H E RET U RN ON , Y OU R N OT ES. Y OU M AY LOSE SOM E OR ALL OF Y OU R
Final valuation date1
February 23, 2029
c ont inge nt c oupon of le ss t ha n t he spre a d on t he re la t e d c oupon pa ym e nt da t e a nd if 3 -m ont h U .S. dolla r LI BOR is I N I T I AL I N V EST M EN T I N T H E N OT ES. T H E N OT ES WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES EX CH AN GE AN D M AY H AV E LI M I T ED OR N O LI QU I DI T Y .
suffic ie nt ly ne ga t ive , t he c ont inge nt c oupon ra t e w ill be 0 .0 0 % a nd you w ill re c e ive no c ont inge nt c oupon on t he
Maturity date
February 28, 2029
N ot e s Offe ring
re la t e d c ont inge nt c oupon pa ym e nt da t e . There is uncertainty about the future of 3-month U.S. dollar LIBOR. The amount of any
1
See page PS-4 for additional details.
We are offering Floating Rate Trigger Callable Contingent Yield Notes Linked to the Least Performing of the S&P 500® Index, the Nasdaq-100 Index® and MSCI Emerging Markets® Index. The notes are our unsecured, unsubordinated debt
contingent coupon payable on the notes will be calculated using a substitute or successor rate selected by the issuer (or one of its affiliates),
obligations, guaranteed by Citigroup Inc., and are offered for a minimum investment of 100 notes at the issue price described below.
which may be subject to adjustment, if 3-month U.S. dollar LIBOR is discontinued. See "Risk Factors" and "Determination of 3-month U.S.
dollar LIBOR" in this pricing supplement.
I nit ia l U nde rlying
Cont inge nt Coupon
Re fe re nc e
M inim um
Issuer Callable -- Beginning approximately one year after issuance, the issuer may, in its sole discretion, call the notes in whole, but not in
U nde rlyings
Le ve ls
Coupon Ba rrie rs
Dow nside T hre sholds
Ra t e
Ra t e
I nt e re st Ra t e
Spre a d
CU SI P/I SI N
part, on any coupon payment date and pay you the stated principal amount per note plus any contingent coupon otherwise due on such
-----1,396.950, which is 50% of
-1,396.950, which is 50% of
S&P 500® Index
coupon payment date. If the notes are not called, investors may have full downside market exposure to the least performing underlying at
2,793.90
the applicable initial underlying the applicable initial underlying
(Ticker: SPX)
maturity.
level
level
Dow nside Exposure w ith Contingent Repayment of Principal at Maturity -- If the notes have not previously been called by
For each coupon payment
-----3,561.608, which is 50% of 3,561.608, which is 50% of the
the issuer prior to maturity and the final underlying level of the least performing underlying is greater than or equal to its downside threshold,
Nasdaq-100® Index
date, the reference rate
3-month U.S.
17326W886/
7,123.216
the applicable initial underlying
applicable initial underlying
0.00%
3.95%
you will receive the stated principal amount of your notes at maturity plus any contingent coupon payment otherwise due on the maturity date.
(Ticker: NDX)
plus the spread, subject to
dollar LIBOR
US17326W8863
level
level
However, if the notes have not been called prior to maturity and the final underlying level of the least performing underlying is less than its
the minimum interest rate.
downside threshold, you will receive less than the stated principal amount of your notes at maturity, resulting in a loss that is proportionate to
-----532.470, which is 50% of
532.470, which is 50% of the
MSCI Emerging Markets® Index
the decline in the closing level of the least performing underlying from the trade date to the final valuation date, up to a 100% loss of your
1,064.94
the applicable initial underlying
applicable initial underlying
(Ticker: MXEF)
investment. Any pa ym e nt on t he not e s is subje c t t o t he c re dit w ort hine ss of t he issue r a nd gua ra nt or. I f t he issue r
level
level
a nd t he gua ra nt or w e re t o de fa ult on t he ir obliga t ions, you m ight not re c e ive a ny a m ount s ow e d t o you unde r t he Se e "Addit iona l T e rm s Spe c ific t o t he N ot e s" in t his pric ing supple m e nt . T he
not e s a nd you c ould lose your e nt ire inve st m e nt .
not e s w ill ha ve t he t e rm s spe c ifie d in t he a c c om pa nying produc t supple m e nt ,
prospe c t us supple m e nt a nd prospe c t us, a s supple m e nt e d by t his pric ing
supple m e nt .
Neither the Securities and Exchange Commission (the "SEC ") nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product
supplement, underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense. The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency.

I ssue Pric e (1)
U nde rw rit ing Disc ount (2)
Proc e e ds t o I ssue r
Per note
$10.00
$0.35
$9.65
Total
$3,642,500.00
$127,487.50
$3,515,012.50
(1) On the date of this pricing supplement, the estimated value of the notes is $9.406 per note, which is less than the issue price. The estimated value of the notes is based on proprietary pricing models of Citigroup Global Markets Inc. ("CGM I ")
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 notes from you at any time after issuance.
See "Valuation of the Notes" in this pricing supplement.
(2) The underwriting discount is $0.35 per note. CGMI, acting as principal, has agreed to purchase from Citigroup Global Markets Holdings Inc., and Citigroup Global Markets Holdings Inc. has agreed to sell to CGMI, the aggregate stated principal
amount of the notes set forth above for $9.65 per note. UBS Financial Services Inc. ("U BS"), acting as agent for sales of the notes, has agreed to purchase from CGMI, and CGMI has agreed to sell to UBS, all of the notes for $9.65 per note. UBS
will receive an underwriting discount of $0.35 for each note it sells in this offering. UBS proposes to offer the notes to the public at a price of $10.00 per note. For additional information on the distribution of the notes, see "Supplemental Plan of
Distribution" in this pricing supplement. In addition to the underwriting discount, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the notes declines. See "Use of Proceeds and Hedging" in the
accompanying prospectus.

Cit igroup Globa l M a rk e t s I nc .
U BS Fina nc ia l Se rvic e s I nc .

Addit iona l T e rm s Spe c ific t o t he N ot e s
The terms of the notes are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement,
prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could affect whether you receive a contingent
coupon payment on a coupon payment date and whether you are repaid the stated principal amount of your notes at maturity. These events and their consequences are described in the accompanying
product supplement in the sections "Description of the Securities--Certain Additional Terms for Securities Linked to an Underlying Index--Consequences of a Market Disruption Event; Postponement of a
Valuation Date" and "--Discontinuance or Material Modification of an Underlying Index," and not in this pricing supplement. The accompanying underlying supplement contains important disclosures regarding
the underlyings that are not repeated in this pricing supplement. It is important that you read the accompanying product supplement, underlying supplement, prospectus supplement and prospectus together
with this pricing supplement in connection with your investment in the notes. Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement.

You may access the accompanying product supplement, underlying supplement, prospectus supplement and prospectus on the SEC website at www.sec.gov as follows (or if such address has changed, by
reviewing our filings for April 7, 2017 on the SEC website):

¨
Product Supplement No. EA-04-06 dated April 7, 2017:
https://www.sec.gov/Archives/edgar/data/200245/000095010317003412/dp74981_424b2-coba.htm

¨
Underlying Supplement No. 7 dated July 16, 2018:
https://www.sec.gov/Archives/edgar/data/200245/000095010318008530/dp93384_424b2-us7.htm

¨
Prospectus Supplement and Prospectus each dated April 7, 2017:
https://www.sec.gov/Archives/edgar/data/831001/000119312517116348/d370918d424b2.htm

References to "Citigroup Global Markets Holdings Inc.," "Citigroup," "we," "our" and "us" refer to Citigroup Global Markets Holdings Inc. and not to any of its subsidiaries. References to "Citigroup Inc." refer to
Citigroup Inc. and not to any of its subsidiaries. In this pricing supplement, "notes" refers to the Floating Rate Trigger Callable Contingent Yield Notes Linked to the Least Performing of the S&P 500® Index,
the Nasdaq-100 Index® and the MSCI Emerging Markets® Index that are offered hereby, unless the context otherwise requires.

This pricing supplement, together with the documents listed above, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials
https://www.sec.gov/Archives/edgar/data/200245/000095010319002537/dp102882_424b2-33.htm[2/28/2019 2:12:59 PM]

including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. The description in this pricing
supplement of the particular terms of the notes supplements, and, to the extent inconsistent with, replaces, the descriptions of the general terms and provisions of the debt securities set forth in the
accompanying product supplement, prospectus supplement and prospectus. You should carefully consider, among other things, the matters set forth in "Summary Risk Factors" in this pricing supplement and
"Risk Factors Relating to the Securities" in the accompanying product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisers in connection with your decision to invest in the notes.

PS-2

I nve st or Suit a bilit y
The suitability considerations identified below are not exhaustive. Whether or not the notes are a suitable investment for you will depend on your individual circumstances, and you should reach an investment
decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the notes in light of your particular circumstances. You should
also review "Summary Risk Factors" beginning on page PS-7 of this pricing supplement, "The S&P 500® Index" beginning on page PS-17 of this pricing supplement, "The Nasdaq-100 Index®" beginning on
page PS-18 of this pricing supplement, "MSCI Emerging Markets® Index " beginning on page PS-19 of this pricing supplement, "Risk Factors Relating to the Securities" beginning on page EA-6 of the
accompanying product supplement, "Equity Index Descriptions--The S&P U.S. Indices" beginning on page US-105 of the accompanying underlying supplement, "Equity Index Descriptions-- The Nasdaq-100
Index®" beginning on page US-76 of the accompanying underlying supplement and "Equity Index Descriptions-- The MSCI Emerging Markets® Index" beginning on page US-57 of the accompanying
underlying supplement.

T he not e s m a y be suit a ble for you if, a m ong ot he r c onside ra t ions:
T he not e s m a y not be suit a ble for you if, a m ong ot he r c onside ra t ions:

¨
You fully understand the risks inherent in an investment in the notes, including the risk of loss of
¨
You do not fully understand the risks inherent in an investment in the notes, including the risk
your entire initial investment.
of loss of your entire initial investment.

¨
You can tolerate a loss of all or a substantial portion of your initial investment and are willing to
¨
You cannot tolerate the loss of all or a substantial portion of your initial investment, or you are
make an investment that may have the full downside market risk of an investment in the least
not willing to make an investment that may have the full downside market risk of an investment
performing underlying.
in the least performing underlying.

¨
You understand and accept the risks associated with each of the underlyings.
¨
You do not understand or are not willing to accept the risks associated with each of the

underlyings.
¨
You believe the closing level of each underlying is likely to be greater than or equal to its

respective coupon barrier on the valuation dates, and, if the closing level of any underlying is not,
¨
You do not believe the closing level of each underlying is likely to be greater than or equal to its
you can tolerate receiving few or no contingent coupon payments over the term of the notes.
respective coupon barrier on the valuation dates or you cannot tolerate receiving few or no

contingent coupon payments over the term of the notes.
¨
You believe the final underlying level of each underlying will be greater than or equal to its

downside threshold, and, if the final underlying level of any underlying is below its downside
¨
You believe the final underlying level of at least one underlying will be less than its downside
threshold, you can tolerate a loss of all or a substantial portion of your investment.
threshold, exposing you to the full downside performance of the least performing underlying.

¨
You can tolerate fluctuations in the value of the notes prior to maturity that may be similar to or
¨
You require an investment designed to guarantee a full return of the stated principal amount at
exceed the downside fluctuations in the level of the least performing underlying.
maturity.

¨
You are willing to invest in notes that pay a contingent coupon based on the reference rate and
¨
You cannot tolerate fluctuations in the value of the notes prior to maturity that may be similar to
spread stated on the cover page of this pricing supplement and you are willing to invest in notes
or exceed the downside fluctuations in the level of the least performing underlying.
in which payment of a contingent coupon is contingent on the closing level of each of the

underlyings on the immediately preceding valuation date.
¨
You are unwilling to invest in notes that pay a contingent coupon based on the reference rate

and spread stated on the cover page of this pricing supplement or you are unwilling to invest in
¨
You are willing to invest in the notes based on the spread indicated on the cover page of this
notes in which payment of a contingent coupon is contingent on the closing level of each of the
pricing supplement.
undelryings on the immediately preceding valuation date.

¨
You are willing to accept the individual market risk of each underlying on each quarterly valuation
¨
You are unwilling to invest in the notes based on the spread indicated on the cover page of this
date and on the final valuation date, and you understand that any decline in the level of one
pricing supplement.
underlying will not be offset or mitigated by a lesser decline or any potential increase in the levels

of the other underlyings.
¨
You are unwilling to accept the individual market risk of each underlying on each quarterly

valuation date and on the final valuation date, or you seek an investment based on the
¨
You are willing to hold notes that may be called early (beginning approximately one year after
performance of a basket composed of the underlyings.
issuance) by the issuer in its sole discretion regardless of the closing level of any underlying, and

you are otherwise willing to hold such notes to maturity.
¨
You are unwilling to hold notes that may be called early (beginning approximately one year after

issuance) by the issuer in its sole discretion regardless of the closing level of any underlying, or
¨
You are willing to make an investment whose positive return is limited to the contingent coupon
you are otherwise unable or unwilling to hold such notes to maturity.
payments, regardless of the potential appreciation of the underlyings, which could be significant.

¨
You seek an investment that participates in the full appreciation of the underlyings and whose
¨
You are willing to invest in the notes based on the coupon barriers and downside thresholds
positive return is not limited to the contingent coupon payments.
indicated on the cover page of this pricing supplement.

¨
You are unwilling to invest in the notes based on the coupon barriers and downside thresholds
¨
You are willing and able to hold the notes to maturity, and accept that there may be little or no
indicated on the cover page of this pricing supplement.
secondary market for the notes and that any secondary market will depend in large part on the

price, if any, at which CGMI is willing to purchase the notes.
¨
You seek an investment for which there will be an active secondary market.

¨
You do not seek guaranteed current income from your investment and are willing to forgo
¨
You seek guaranteed current income from this investment or prefer to receive the dividends and
dividends or any other distributions paid on the stocks included in the underlyings for the term of
any other distributions paid on the stocks included in the underlyings for the term of the notes.
the notes.

¨
You prefer the lower risk of conventional fixed income investments with comparable maturities
¨
You are willing to assume the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup
and credit ratings.
Inc. for all payments under the notes, and understand that if Citigroup Global Markets Holdings

Inc. and Citigroup Inc. default on their obligations, you might not receive any amounts due to you,
¨
You are not willing to assume the credit risk of Citigroup Global Markets Holdings Inc. and
including any repayment of the stated principal amount.
Citigroup Inc. for all payments under the notes, including any repayment of the stated principal

amount.
PS-3

Fina l T e rm s

t he im m e dia t e ly pre c e ding va lua t ion da t e is le ss t ha n it s
Issuer
Citigroup Global Markets Holdings Inc.
c oupon ba rrie r.
Guarantee
All payments due on the notes are fully and unconditionally guaranteed by
Contingent coupon rate
For each coupon payment date, the reference rate on the immediately
Citigroup Inc.
preceding coupon determination date plus the spread, subject to the
minimum interest rate of 0.00%.
Issue price
100% of the stated principal amount per note
Spread
3.95%
Stated principal amount per note
$10.00 per note
Reference rate
3-month U.S. dollar LIBOR. For more information, you should refer to
Term
10 years, unless called earlier
"Determination of 3-month U.S. Dollar LIBOR" in this pricing supplement.
Trade date
February 26, 2019
Minimum interest rate
0.00%
Settlement date
February 28, 2019
Payment at maturity (per $10.00 stated
I f t he not e s a re not c a lle d prior t o m a t urit y a nd t he fina l
Final valuation date1
February 23, 2029
principal amount of notes)
unde rlying le ve l of t he le a st pe rform ing unde rlying is gre a t e r
Maturity date
February 28, 2029
t ha n or e qua l t o it s dow nside t hre shold, we will pay you the
$10.00 stated principal amount plus any contingent coupon otherwise due
Underlyings
S&P 500® Index (Ticker: SPX)
on the maturity date.

https://www.sec.gov/Archives/edgar/data/200245/000095010319002537/dp102882_424b2-33.htm[2/28/2019 2:12:59 PM]

Nasdaq-100 Index® (Ticker: NDX)
I f t he not e s a re not c a lle d prior t o m a t urit y a nd t he fina l

unde rlying le ve l of t he le a st pe rform ing unde rlying is le ss
MSCI Emerging Markets® Index (Ticker: MXEF)
t ha n it s dow nside t hre shold, we will pay you a cash payment on the

maturity date that is less than your stated principal amount and may be
Issuer call feature
Beginning on March 2, 2020, the issuer may, in its sole discretion, call the
zero, resulting in a loss that is proportionate to the negative underlying
notes in whole, but not in part, on any coupon payment date prior to the
return of the least performing underlying, equal to:
maturity date upon not less than five (5) business days' notice prior to

such coupon payment date. If the notes are not called, investors may
$10.00 × (1 + underlying return of the least performing underlying)
have full downside market exposure to the least performing underlying at
Accordingly, you may lose all or a substantial portion of your stated
maturity.
principal amount at maturity, depending on how significantly the least

performing underlying declines.
If the notes are called, we will pay you on the applicable coupon payment

date a cash payment per $10.00 stated principal amount of each note
Coupon determination date
With respect to a coupon payment date, the immediately preceding
equal to the stated principal amount per note plus the contingent coupon
scheduled quarterly valuation date or, if such scheduled quarterly valuation
due on such coupon payment date, if any.
date is not a London business day, the London business day immediately

preceding such scheduled quarterly valuation date. Any postponement of
After the notes are called, no further payments will be made on the notes.
a quarterly valuation date will not affect the coupon determination date

scheduled to occur on such date.
Valuation dates
Quarterly, see "Valuation Dates and Coupon Payment Dates" on page PS-
Least performing underlying
The underlying with the lowest underlying return.
6.
Underlying return
For each underlying, calculated as follows:
Coupon payment dates
Three (3) business days following each valuation date, except that the

coupon payment date for the final valuation date is the maturity date. See
final underlying level initial underlying level
"Valuation Dates and Coupon Payment Dates" on page PS-6.
initial underlying level
Contingent coupon
If the closing levels of a ll the underlyings on a quarterly valuation date
Downside threshold
For any underlying, 50.00% of its respective initial underlying level, as
are greater than or equal to their respective coupon barriers, we will make
specified on the cover of this pricing supplement.
a contingent coupon payment with respect to that valuation date on the
Coupon barrier
For any underlying, 50.00% of its respective initial underlying level, as
related coupon payment date.
specified on the cover of this pricing supplement.

However, if the closing level of a ny underlying on a quarterly valuation
Initial underlying level
For any underlying, its closing level on the trade date, as specified on the
date is less than its coupon barrier, no contingent coupon will be payable
cover page of this pricing supplement.
on the related coupon payment date.
Final underlying level
For any underlying, its closing level on the final valuation date.

I N V EST I N G I N T H E N OT ES I N V OLV ES SI GN I FI CAN T RI SK S. Y OU M AY LOSE A SU BST AN T I AL
For each note, each contingent coupon payment, if any, will be an amount
PORT I ON OR ALL OF Y OU R I N I T I AL I N V EST M EN T . T H E CON T I N GEN T REPAY M EN T OF T H E
equal to (i) (a) the stated principal amount per note multiplied by (b) the
ST AT ED PRI N CI PAL AM OU N T APPLI ES ON LY I F Y OU H OLD T H E N OT ES T O M AT U RI T Y . AN Y
relevant contingent coupon rate divided by (ii) 4.
PAY M EN T ON T H E N OT ES I S SU BJ ECT T O T H E CREDI T WORT H I N ESS OF T H E I SSU ER AN D T H E

GU ARAN T OR. I F CI T I GROU P GLOBAL M ARK ET S H OLDI N GS I N C. AN D CI T I GROU P I N C. WERE T O
If the reference rate on any coupon determination date is sufficiently
DEFAU LT ON T H EI R OBLI GAT I ON S, Y OU M I GH T N OT RECEI V E AN Y AM OU N T S OWED T O Y OU
negative, the contingent coupon rate will be 0.00% and you will not
U N DER T H E N OT ES AN D Y OU COU LD LOSE Y OU R EN T I RE I N V EST M EN T .
receive a contingent coupon on the related coupon payment date
PS-4
regardless of the closing levels of the underlyings on the applicable
quarterly valuation date.

Cont inge nt c oupon pa ym e nt s on t he not e s a re not
gua ra nt e e d. We w ill not pa y you a c ont inge nt c oupon on a
c oupon pa ym e nt da t e if t he c losing le ve l of a ny unde rlying
on

1 Subject to postponement as described under "Description of the Securities--Certain Additional Terms for Securities
Linked to an Underlying Index--Consequences of a Market Disruption Event; Postponement of a Valuation Date" in the
accompanying product supplement.

I nve st m e nt T im e line

The closing level of each underlying (its respective initial underlying level) is
T ra de da t e
observed, the spread is set and the coupon barrier and downside threshold for
each underlying are determined.

The contingent coupon rate for the related coupon payment date is set on the
immediately preceding coupon determination date.

If the closing levels of a ll the underlyings on the immediately preceding
quarterly valuation date are greater than or equal to their respective coupon
barriers, we will make a contingent coupon payment on the related coupon
payment date. However, if the closing level of a ny underlying on a quarterly
valuation date is less than its coupon barrier, no contingent coupon will be
payable on the related coupon payment date.
Qua rt e rly

(c a lla ble by t he issue r in
Beginning approximately one year after issuance, the issuer may, in its sole
it s sole disc re t ion
discretion, call the notes in whole, but not in part, on any coupon payment date
be ginning a pprox im a t e ly
prior to the maturity date upon not less than five (5) business days' notice prior
one ye a r a ft e r issua nc e )
to such coupon payment date.

If the notes are called, we will pay you on the applicable coupon payment date
a cash payment per $10.00 stated principal amount of each note equal to the
stated principal amount per note plus any contingent coupon otherwise due on
such coupon payment date.

After the notes are called, no further payments will be made on the notes.

If the notes are not called prior to maturity, the final underlying level of each
underlying is observed on the final valuation date.

I f t he not e s a re not c a lle d prior t o m a t urit y a nd t he fina l
unde rlying le ve l of t he le a st pe rform ing unde rlying is gre a t e r t ha n
or e qua l t o it s dow nside t hre shold, we will pay you the $10.00 stated
principal amount plus any contingent coupon otherwise due on the maturity date.

I f t he not e s a re not c a lle d prior t o m a t urit y a nd t he fina l
unde rlying le ve l of t he le a st pe rform ing unde rlying is le ss t ha n it s
M a t urit y da t e (if not
dow nside t hre shold,
pre viously c a lle d)
we will pay you a cash payment on the maturity date that is less than your stated
principal amount and may be zero, resulting in a loss that is proportionate to the
negative underlying return of the least performing underlying, equal to:

$10.00 × (1 + underlying return of the least
performing underlying)
Accordingly, you may lose all or a substantial portion of your stated
principal amount at maturity, depending on how significantly the least
performing underlying declines.

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PS-5

V a lua t ion Da t e s a nd Coupon Pa ym e nt Da t e s
V a lua t ion Da t e s
Coupon Pa ym e nt Da t e s*
May 28, 2019
May 31, 2019**
August 26, 2019
August 29, 2019**
November 26, 2019
December 2, 2019**
February 26, 2020
March 2, 2020
May 26, 2020
May 29, 2020
August 26, 2020
August 31, 2020
November 27, 2020
December 2, 2020
February 26, 2021
March 3, 2021
May 26, 2021
June 1, 2021
August 26, 2021
August 31, 2021
November 26, 2021
December 1, 2021
February 28, 2022
March 3, 2022
May 26, 2022
June 1, 2022
August 26, 2022
August 31, 2022
November 28, 2022
December 1, 2022
February 27, 2023
March 2, 2023
May 26, 2023
June 1, 2023
August 28, 2023
August 31, 2023
November 27, 2023
November 30, 2023
February 26, 2024
February 29, 2024
May 28, 2024
May 31, 2024
August 26, 2024
August 29, 2024
November 26, 2024
December 2, 2024
February 26, 2025
March 3, 2025
May 27, 2025
May 30, 2025
August 26, 2025
August 29, 2025
November 26, 2025
December 2, 2025
February 26, 2026
March 3, 2026
May 26, 2026
May 29, 2026
August 26, 2026
August 31, 2026
November 27, 2026
December 2, 2026
February 26, 2027
March 3, 2027
May 26, 2027
June 1, 2027
August 26, 2027
August 31, 2027
November 26, 2027
December 1, 2027
February 28, 2028
March 2, 2028
May 26, 2028
June 1, 2028
August 28, 2028
August 31, 2028
November 27, 2028
November 30, 2028
February 23, 2029
February 28, 2029
* Each coupon payment date is subject to postponement if the immediately preceding valuation date is postponed.
** The notes are not callable until the fourth coupon payment date, which is March 2, 2020.

PS-6

Sum m a ry Risk Fa c t ors
An investment in the notes is significantly riskier than an investment in conventional debt securities. The notes 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 notes, and are also subject to risks associated with each underlying. Accordingly, the notes
are suitable only for investors who are capable of understanding the complexities and risks of the notes. You should consult your own financial, tax and legal advisers as to the risks of an investment in the
notes and the suitability of the notes in light of your particular circumstances.

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

¨
Y ou m a y lose som e or a ll of your inve st m e nt -- The notes differ from ordinary debt securities in that we will not necessarily repay the full stated principal amount of your notes at maturity. If the
notes are not called prior to maturity and the final underlying level of the least performing underlying is less than its downside threshold, you will lose 1% of the stated principal amount of the notes for
every 1% by which the final underlying level of the least performing underlying is less than its initial underlying level. There is no minimum payment at maturity on the notes, and you may lose up to all of
your investment in the notes.

¨
Y ou w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt for a ny qua rt e r in w hic h t he c losing le ve l of a ny unde rlying on t he re la t e d va lua t ion da t e is le ss t ha n it s c oupon
ba rrie r -- A contingent coupon payment will be made on a coupon payment date if and only if the closing level of all the underlyings on the immediately preceding quarterly valuation date are greater
than or equal to their respective coupon barriers. If the closing level of any underlying on a quarterly valuation date is less than its coupon barrier, you will not receive a contingent coupon payment on the
related coupon payment date. If the closing level of any underlying is below its coupon barrier on each quarterly valuation date, you will not receive any contingent coupon payments over the term of the
notes.

¨
T he c ont inge nt c oupon ra t e w ill va ry a nd w ill be a dve rse ly a ffe c t e d by a ny de c line in t he le ve l of 3 -m ont h U .S. dolla r LI BOR -- If a contingent coupon is payable on a quarterly
coupon payment date, it will be paid at a variable rate equal to 3-month U.S. dollar LIBOR on the immediately preceding coupon determination date plus a spread, subject to the minimum interest rate.
Any decline in 3-month U.S. dollar LIBOR will therefore result in a decline in the contingent coupon (if any) payable on any coupon payment date. If 3-month U.S. dollar LIBOR were to become negative,
the contingent coupon (if any) could be payable at a rate that is less than the spread and could be 0.00%. As a result, it is possible that you would not receive any contingent coupon payment on a
coupon payment date even if the closing level of each underlying is greater than its coupon barrier on the related valuation date.

¨
T he not e 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 unde rlying pe rform s poorly, e ve n if t he ot he r unde rlyings pe rform
w e ll -- You are subject to risks associated with each of the underlyings. If any underlying performs poorly, you will be negatively affected, even if the other underlyings perform well. The notes are not
linked to a basket composed of the underlyings, where the better performance of one could ameliorate the poor performance of the others. Instead, you are subject to the full risks of each individual
underlying. Furthermore, the risk that you will not receive the contingent coupon and that you will lose some or all of your initial investment in the notes is greater if you invest in the notes as opposed to
notes that are linked to the performance of a single underlying if their terms are otherwise substantially similar.

¨
Y ou w ill not be ne fit in a ny w a y from t he pe rform a nc e of t he be t t e r pe rform ing unde rlyings -- Your return on the notes depends solely on the performance of the least performing
underlying, and you will not benefit in any way from the performance of the better performing underlyings. The notes may underperform a similar investment in all of the underlyings or a similar alternative
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investment linked to a basket composed of the underlyings, since in either such case the performance of the better performing underlyings would be blended with the performance of the least performing
underlying, resulting in a better return than the return of the least 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 notes, you assume the risk that the underlyings will not exhibit this relationship. The less correlated
the underlyings, the more likely it is that either one of the underlyings will perform poorly over the term of the notes. All that is necessary for the notes to perform poorly is for one of the underlyings to
perform poorly; the performance of the better performing underlyings are not relevant to your return on the notes. It is impossible to predict what the relationship between the underlyings will be over the
term of the notes. T he S& P 5 0 0 ® I nde x re pre se nt s la rge c a pit a liza t ion st oc k s in t he U nit e d St a t e s, t he N a sda q-1 0 0 I nde x ® re pre se nt s 1 0 0 of t he la rge st non -fina nc ia l
c om pa nie s list e d on t he N a sda q St oc k M a rk e t a nd t he M SCI Em e rging M a rk e t s® I nde x m e a sure s la rge - a nd m id-c a p e quit y m a rk e t pe rform a nc e a c ross 2 4 globa l
e m e rging m a rk e t s c ount rie s. Ac c ordingly, t he unde rlyings re pre se nt m a rk e t s t ha t diffe r in signific a nt w a ys a nd, t he re fore , m a y not be c orre la t e d w it h e a c h ot he r.

¨
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 le a st pe rform ing unde rlying -- The potential contingent coupon payments on the notes are the
compensation you receive for assuming the downside risk of the least performing underlying, as well as all the other risks of the notes. That compensation is effectively "at risk" and may, therefore, be
less than you currently anticipate. First, the actual yield you realize on the notes 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 coupon payment dates. Second, the contingent coupon payments are the compensation you receive not only for the downside risk of the least performing
underlying, but

PS-7

also for all of the other risks of the notes, including the risk that the notes may be called 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 notes, including the downside risk of the least
performing underlying.

¨
We m a y c a ll t he not e s in our sole disc re t ion, w hic h w ill lim it your a bilit y t o re c e ive t he c ont inge nt c oupon pa ym e nt s -- Beginning approximately one year after issuance, we may
call the notes on any coupon payment date prior to the maturity date upon not less than five (5) business days' notice. In the event that we call the notes, you will receive the stated principal amount of
your notes and any contingent coupon otherwise due on such coupon payment date. Thus, the term of the notes may be limited to as short as approximately one year. If we call the notes prior to maturity,
you will not receive any additional contingent coupon payments. It is more likely that we will call the notes in our sole discretion prior to maturity to the extent that the expected coupon payable on the
notes is greater than the coupon that would be payable on other instruments issued by us of comparable maturity, terms and credit rating trading in the market. The greater likelihood of us calling the
notes in that environment increases the risk that you will not be able to reinvest the proceeds from the called notes in an another investment that provides a similar yield with a similar level of risk. We are
less likely to call the notes prior to maturity when the expected contingent coupon payable on the notes is less than the coupon that would be payable on other comparable instruments issued by us,
which includes when the level of any of the underlyings is less than its coupon barrier. Therefore, the notes are more likely to remain outstanding when the expected contingent coupon payable on the
notes is less than what would be payable on other comparable instruments and when your risk of not receiving a contingent coupon is relatively higher.

¨
T he not e s offe r dow nside e x posure t o t he le a st 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 level of the
underlyings over the term of the notes. Consequently, your return on the notes will be limited to the contingent coupon payments you receive, if any, and may be significantly less than the return on the
underlyings over the term of the notes. In addition, you will not receive any dividends or other distributions or have any other rights with respect to the underlyings or the stocks included in the underlyings.

¨
T he pa ym e nt a t m a t urit y de pe nds on t he c losing le ve l of t he le a st pe rform ing unde rlying on a single da y -- If the closing level of the least performing underlying on the final
valuation date is less than its downside threshold, you will not receive the full stated principal amount of your notes at maturity, even if the closing level of the least performing underlying is greater than its
downside threshold on other dates during the term of the notes.

¨
I nve st ing in t he not e s is not e quiva le nt t o inve st ing in a ny unde rlying or t he st oc k s t ha t c onst it ut e a ny unde rlying -- You will not have voting rights, rights to receive any dividends
or other distributions or any other rights with respect to any of the stocks that constitute the underlyings. It is important to understand that, for purposes of measuring the performance of the underlyings,
the levels used will not reflect the receipt or reinvestment of dividends or distributions on the stocks that constitute any underlying. Dividend or distribution yield on the stocks that constitute the underlyings
would be expected to represent a significant portion of the overall return on a direct investment in the stocks that constitute the underlyings, but will not be reflected in the performance of any underlying as
measured for purposes of the notes (except to the extent that dividends and distributions reduce the levels of the underlyings).

¨
T he not e 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 . -- Any payment on the notes will be made by Citigroup Global Markets Holdings
Inc. and is guaranteed by Citigroup Inc., and therefore is subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on our obligations under the notes and
Citigroup Inc. defaults on its guarantee obligations, you may not receive any payments that become due under the notes. As a result, the value of the notes prior to maturity will be affected by changes in
the market's view of our and Citigroup Inc.'s creditworthiness. Any decline, or anticipated decline, in either of our or Citigroup Inc.'s credit ratings or increase, or anticipated increase, in the credit spreads
charged by the market for taking either of our or Citigroup Inc.'s credit risk is likely to adversely affect the value of the notes.

¨
T he not e s w ill not be list e d on a 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 notes will not be listed on any securities exchange. Therefore,
there may be little or no secondary market for the notes. CGMI currently intends to make a secondary market in relation to the notes and to provide an indicative bid price for the notes on a daily basis.
Any indicative bid price for the notes 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 notes 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 notes because it is likely that CGMI will be the only broker-dealer that is willing to buy your
notes prior to maturity. Accordingly, an investor must be prepared to hold the notes until maturity.

¨
T he proba bilit y t ha t a ny unde rlying w ill fa ll be low it s c oupon ba rrie r on a va lua t ion da t e or t he le a st pe rform ing unde rlying w ill fa ll be low it s dow nside t hre shold on t he
fina l va lua t ion da t e w ill de pe nd in pa rt on t he vola t ilit y of, a nd c orre la t ion be t w e e n, t he unde rlyings -- "Volatility" refers to the frequency and magnitude of changes in the level of the
underlyings. "Correlation" refers to the extent to which the underlyings tend to increase or decrease at similar times and by similar magnitudes. In general, the greater the volatility of the underlyings, and
the lower the correlation between the underlyings, the greater the probability that at least one of the underlyings will experience a large decline over the term of the notes and fall below its respective
coupon barrier on one, or more, valuation dates and/or below its downside threshold on the final valuation date. The underlyings have historically experienced significant volatility, and as discussed above,
the underlyings represent markets that differ in significant ways and therefore may not be correlated. As a result, there is a significant risk that at least one of the underlyings will fall below its coupon
barrier on one or more valuation dates, such that you will not receive one or more contingent coupon payments, and that at least one of the underlyings will fall below its downside threshold on the final
valuation date, such that you will incur a significant loss on your investment in the notes. The terms of the notes are set, in part, based on expectations about the volatility of, and correlation between, the

PS-8

underlyings as of the trade date. If expectations about the volatility of, and correlation between, the underlyings change over the term of the notes, the value of the notes may be adversely affected, and if
the actual volatility of the underlyings prove to be greater than initially expected, or if the actual correlation between the underlyings proves to be lower than initially expected, the notes may prove to be
riskier than expected on the trade date.

¨
T he e st im a t e d va lue of t he not e s on t he t ra de 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 notes that are included in the issue price. These costs include (i) the underwriting discount paid in connection
with the offering of the notes, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the notes 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 notes. These costs adversely affect the economic terms of the notes because, if they were lower, the economic
terms of the notes would be more favorable to you. The economic terms of the notes are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate,
to price the notes. See "The estimated value of the notes 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 not e 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
underlyings, dividend yields on the stocks that constitute 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 notes. Moreover, the estimated
value of the notes set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the notes for other purposes, including for accounting
purposes. You should not invest in the notes because of the estimated value of the notes. Instead, you should be willing to hold the notes to maturity irrespective of the initial estimated value.

¨
T he e st im a t e d va lue of t he not e 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 notes 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 notes. 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 notes for purposes of any purchases of the notes from you in the secondary market. If the estimated value included in this
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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 notes, which are generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not the same as the
contingent coupon rate that is payable on the notes.

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 notes, 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 notes prior to maturity.

¨
T he e st im a t e d va lue of t he not e 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 not e 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 notes 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 notes 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 notes than if our internal funding rate were used. In addition, any secondary market price for the notes will be reduced by a bid-ask spread, which may vary depending on the aggregate stated
principal amount of the notes 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 notes will be less than the issue price.

¨
T he va lue of t he not e 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 -- As described under "Valuation of the Notes" below, the payout on the notes could be
replicated by a hypothetical package of financial instruments consisting of a fixed-income bond and one or more derivative instruments. As a result, the factors that influence the values of fixed-income
bonds and derivative instruments will also influence the terms of the notes at issuance and the value of the notes prior to maturity. Accordingly, the value of your notes prior to maturity will fluctuate based
on the level and volatility of the underlyings and a number of other factors, including the price and volatility of the stocks that constitute the underlyings, the correlation between the underlyings, dividend
yields on the stocks that constitute the underlyings, interest rates generally, currency exchange rates, the level and volatility of 3-month U.S. dollar LIBOR, interest rates in the market, the time remaining
to maturity and our and Citigroup Inc.'s creditworthiness, as reflected in our secondary market rate. Changes in the levels of the underlyings may not result in a comparable change in the value of your
notes. You should understand that the value of your notes at any time prior to maturity may be significantly less than the issue price. The stated payout from the issuer only applies if you hold the notes to
maturity or earlier issuer call, as applicable.

¨
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 decline to zero over the temporary adjustment period. See
"Valuation of the Notes" in this pricing supplement.

¨
T he M SCI Em e rging M a rk e t s® I nde x 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 e quit y se c urit ie s -- The stocks that constitute the MSCI Emerging Markets® Index have
been issued by companies in various emerging markets. Investments linked to the

PS-9

value of non-U.S. stocks involve risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-
shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than about U.S. companies that are subject to the
reporting requirements of the SEC. Further, non-U.S. companies are generally subject to accounting, auditing and financial reporting standards and requirements and securities trading rules that are
different from those applicable to U.S. reporting companies. The prices of securities in foreign markets may be affected by political, economic, financial and social factors in those countries, or global
regions, including changes in government, economic and fiscal policies and currency exchange laws. Countries with emerging markets may have relatively unstable governments, present the risks of
nationalization of businesses, have restrictions on foreign ownership and prohibitions on the repatriation of assets and have less protection of property rights than more developed countries. The
economies of countries with emerging markets may be based on only a few industries, be highly vulnerable to changes in local or global trade conditions and suffer from extreme and volatile debt burdens
or inflation rates. Local securities markets may trade a small number of securities and be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings
difficult or impossible at times. Moreover, the economies in such countries may differ favorably or unfavorably from the economy of 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 le ve l of t he M SCI Em e rging M a rk e t s® I nde x -- Because the stocks that constitute the MSCI Emerging Markets® Index are traded
in foreign currencies and the level of the MSCI Emerging Markets® Index is based on the U.S. dollar value of those stocks, holders of the notes will be exposed to currency exchange rate risk with
respect to each of the currencies in which those stocks trade. Exchange rate movements for a particular currency are volatile and are the result of numerous factors specific to the relevant country,
including the supply of, and the demand for, those currencies, as well as government policy, intervention or actions, but are also influenced significantly from time to time by political or economic
developments, and by macroeconomic factors and speculative actions related to each applicable region. An investor's net exposure will depend on the extent to which the currencies of the applicable
countries strengthen or weaken against the U.S. dollar and the relative weight of each currency. If, taking into account such weighting, the dollar strengthens against the currencies of the stocks included in
the MSCI Emerging Markets® Index, the level of the MSCI Emerging Markets® Index will be adversely affected for that reason alone and your return on the notes may be reduced. Of particular
importance to potential currency exchange risk are: governmental interventions; existing and expected rates of inflation; existing and expected interest rate levels; the balance of payments; and the extent
of governmental surpluses or deficits in the applicable countries and the United States. All of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of the
applicable countries and the United States. and other countries important to international trade and finance.

¨
Our offe ring of t he not e s is not a re c om m e nda t ion of a ny unde rlying -- The fact that we are offering the notes does not mean that we believe that investing in an instrument linked to the
least performing of 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 stocks that
constitute the underlyings or in instruments related to the underlyings or such stocks, 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 levels of the underlyings in a way that has a negative impact on your interests as a holder of the notes.

¨
Our a ffilia t e s, or U BS or it s a ffilia t e s, m a y publish re se a rc h, e x pre ss opinions or provide re c om m e nda t ions t ha t a re inc onsist e nt w it h inve st ing in or holding t he not e s
-- Any such research, opinions or recommendations could affect the closing levels of the underlyings and the value of the notes. Our affiliates, and UBS and its affiliates, publish research from time to
time on financial markets and other matters that may influence the value of the notes, or express opinions or provide recommendations that may be inconsistent with purchasing or holding the notes. Any
research, opinions or recommendations expressed by our affiliates or by UBS or its affiliates may not be consistent with each other and may be modified from time to time without notice. These and other
activities of our affiliates or UBS or its affiliates may adversely affect the levels of the underlyings and may have a negative impact on your interests as a holder of the notes. Investors should make their
own independent investigation of the merits of investing in the notes and the underlyings to which the notes are linked.

¨
T ra ding a nd ot he r t ra nsa c t ions by our a ffilia t e s, or by U BS or it s a ffilia t e s, in t he e quit y a nd e quit y de riva t ive m a rk e t s m a y im pa ir t he va lue of t he not e s -- We have
hedged our exposure under the notes through CGMI or other of our affiliates, who have entered into equity and/or equity derivative transactions, such as over-the-counter options or exchange-traded
instruments, relating to the underlyings or the stocks included in the underlyings and may adjust such positions during the term of the notes. It is possible that our affiliates could receive substantial returns
from these hedging activities while the value of the notes declines. Our affiliates and UBS and its affiliates may also engage in trading in instruments linked to the underlyings on a regular basis as part of
their respective general broker-dealer and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions for customers, including block transactions. Such
trading and hedging activities may affect the levels of the underlyings and reduce the return on your investment in the notes. Our affiliates or UBS or its affiliates may also issue or underwrite other
securities or financial or derivative instruments with returns linked or related to the underlyings. By introducing competing products into the marketplace in this manner, our affiliates or UBS or its affiliates
could adversely affect the value of the notes. Any of the foregoing activities described in this paragraph may reflect trading strategies that differ from, or are in direct opposition to, investors' trading and
investment strategies relating to the notes.

¨
Our a ffilia t e s, or U BS or it s 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 t he ir re spe c t ive busine ss a c t ivit ie s -- Our affiliates or UBS or its
affiliates may currently or from time to time engage in business with the issuers of the stocks that constitute the underlyings, including extending loans to, making equity investments in or providing
advisory services to such issuers. In the course of this business, our affiliates or UBS or its affiliates may acquire non-public information about those issuers, which

PS-10

they will not disclose to you. Moreover, if any of our affiliates or UBS or any of its affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against that issuer that are
available to them without regard to your interests.

¨
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 not e s -- If certain events occur, such as market disruption events or
the discontinuance of an underlying, CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect the payments on the notes. Such judgments could include,
among other things:

¨
determining whether a market disruption event has occurred with respect to an underlying;
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¨
if a market disruption event occurs on the final valuation date with respect to an underlying, determining whether to postpone the final valuation date;

¨
determining the levels of the underlyings if the levels of the underlyings are not otherwise available or a market disruption event has occurred;

¨
selecting a successor underlying or performing an alternative calculation of the level of an underlying if an underlying is discontinued or materially modified (see "Description of the Securities--
Certain Additional Terms for Securities Linked to an Underlying Index--Discontinuance or Material Modification of an Underlying Index" in the accompanying product supplement); and

¨
determining 3-month U.S. dollar LIBOR in the event of the unavailability or discontinuance of 3-month U.S. dollar LIBOR.

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 notes.

¨
U nc e rt a int y a bout t he fut ure of LI BOR m a y a dve rse ly a ffe c t 3 -m ont h U .S. dolla r LI BOR a nd t he re fore t he re t urn on a nd t he va lue of t he not e s -- On July 27, 2017, the Chief
Executive of the U.K. Financial Conduct Authority (the "FCA"), which regulates LIBOR, announced that the FCA intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR
to the LIBOR administrator. The announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. It is impossible to predict whether and to what
extent banks will continue to provide LIBOR submissions to the administrator of LIBOR, whether LIBOR rates will cease to be published or supported before or after 2021 or whether any additional
reforms to LIBOR may be enacted in the United Kingdom or elsewhere. At this time, no consensus exists as to what rate or rates may become accepted alternatives to LIBOR and it is impossible to
predict the effect of any such alternatives on the value of LIBOR-based securities, such as the notes. Uncertainty as to the nature of alternative reference rates and as to potential changes or other
reforms to LIBOR may adversely affect 3-month U.S. dollar LIBOR during the term of the notes and your return on the notes and the market for LIBOR-based securities, including the notes.

¨
T he re fe re nc e ra t e w ill be de t e rm ine d using a lt e rna t ive m e t hods if 3 -m ont h U .S. dolla r LI BOR is no longe r a va ila ble on t he Re ut e rs de signa t e d LI BOR pa ge a nd w ill be
c a lc ula t e d using a subst it ut e or suc c e ssor ra t e se le c t e d by us (or one of our a ffilia t e s) if 3 -m ont h U .S. dolla r LI BOR is disc ont inue d -- If, during the term of the notes, 3-month
U.S. dollar LIBOR is no longer quoted on the Reuters designated LIBOR page described in "Determination of 3-Month U.S. Dollar LIBOR" below, 3-month U.S. dollar LIBOR will be determined using the
alternative methods described in "Determination of 3-Month U.S. Dollar LIBOR" below. Any of these alternative methods may result in a reference rate that is lower than or does not otherwise correlate
over time with the reference rate that would have been determined if the Reuters designated LIBOR page had remained available. Any of the foregoing may have an adverse effect on your return on the
notes and their value.

Additionally, if during the term of the notes the issuer (or its affiliate) determines that 3-month U.S. dollar LIBOR has been discontinued or is permanently no longer being published, it will use a substitute
or successor rate that it has determined, in its sole discretion after consulting with any source it deems to be reasonable, to be the industry-accepted substitute or successor rate, or, if there is no such
industry-accepted substitute or successor rate, a substitute or successor rate that is most comparable to 3-month U.S. dollar LIBOR. The issuer (or such affiliate) also will determine, in its sole discretion
after consulting with any source it deems to be reasonable, any adjustments to the relevant methodology or definitions for calculating such substitute or successor rate, including any adjustment factor
needed to make such substitute or successor rate comparable to 3-month U.S. dollar LIBOR, in a manner that is consistent with any industry-accepted practices for such substitute or successor rate. The
issuer's (or its affiliate's) interests in making the determinations described above may be adverse to your interests as a holder of the notes and may have an adverse effect on your return on the notes
and their value.

¨
Y ou w ill ha ve no right s a ga inst t he publishe r of 3 -m ont h U .S. dolla r LI BOR -- You will have no rights against the publisher of 3-month U.S. dollar LIBOR even though the reference rate
determined on each coupon determination date will depend upon the level of 3-month U.S. dollar LIBOR. The publisher of 3-month U.S. dollar LIBOR is not in any way involved in this offering and has no
obligations relating to the notes or the holders of the notes.

¨
Adjust m e nt s t o a ny unde rlying m a y a ffe c t t he va lue of your not e s -- S&P Dow Jones Indices LLC, as publisher of the S&P 500® Index, The Nasdaq OMX Group, Inc., as publisher of the
Nasdaq-100 Index® or MSCI, Inc. as publisher of the MSCI Emerging Markets® Index may add, delete or substitute the stocks that constitute any underlying or make other methodological changes that
could affect the level of any underlying. S&P Dow Jones Indices LLC, The Nasdaq OMX Group, Inc. or MSCI, Inc. may discontinue or suspend calculation or publication of any underlying at any time
without regard to your interests as holders of the notes.

PS-11

¨
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 not e s a re unc le a r -- There is no direct legal authority regarding the proper U.S. federal tax treatment of the notes, 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 notes are uncertain, and the IRS or a court might not agree with the
treatment of the notes 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 notes 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 notes 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 notes, 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
notes, 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 notes 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 notes, 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, 2021 that do not have a "delta" of one, the notes 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-12

H ypot he t ic a l Ex a m ple s of t he Pa ym e nt upon I ssue r Ca ll or a t M a t urit y

H ypot he t ic a l t e rm s only. Ac t ua l t e rm s m a y va ry. Se e t he c ove r pa ge for a c t ua l offe ring t e rm s.

The examples below illustrate the hypothetical payment upon an issuer call or at maturity for a $10.00 stated principal amount note with the following assumptions* (the actual terms of the notes are listed on
the cover page of this pricing supplement; amounts may have been rounded for ease of reference):

Stated principal amount per note: $10.00

Term: Approximately 10 years

Hypothetical initial underlying levels:

o
S&P 500® Index: 2,600.00

o
Nasdaq-100 Index®: 6,600.000

o
MSCI Emerging Markets® Index: 1,000.00

Hypothetical contingent coupon rate: The applicable reference rate plus the spread subject to the minimum interest rate.

Minimum interest rate: 0.00%
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Contingent coupon: The actual contingent coupon applicable to each coupon payment date will be an amount determined by the calculation agent based on the reference rate determined on the related
coupon determination date plus the spread, subject to the minimum interest rate.

Valuation dates and coupon payment dates: Quarterly, as set forth on page PS-6 of this pricing supplement

Issuer call: Quarterly, callable on any coupon payment date prior to the maturity date beginning approximately one year after issuance

Hypothetical coupon barriers and downside thresholds:

o
S&P 500® Index: 1,300.00, which is 50% of its hypothetical initial underlying level

o
Nasdaq-100 Index®: 3,300.000, which is 50% of its hypothetical initial underlying level

o
MSCI Emerging Markets® Index: 500.00, which is 50% of its hypothetical initial underlying level

* The hypothetical initial underlying levels, coupon barriers and downside thresholds do not represent the actual initial underlying levels, coupon barriers and downside thresholds, respectively, applicable to the
underlyings. The actual initial underlying levels, coupon barriers and downside thresholds are listed on the cover page of this pricing supplement.

Ex a m ple 1 -- T he not e s a re c a lle d on t he fourt h c oupon pa ym e nt da t e (t he first c oupon pa ym e nt da t e on w hic h issue r m a y c a ll t he not e s).

Da t e
I nde x Closing Le ve l
Pa ym e nt (pe r not e )
S& P 5 0 0 ® I nde x
N a sda q -1 0 0 I nde x ®
M SCI Em e rging M a rk e t s® I nde x
First valuation date
2,080.00 (a t or a bove coupon barrier)
5,610.000 (a t or a bove coupon barrier)
800.00 (a t or a bove coupon barrier)
Contingent coupon; not callable

Second valuation date
2,200.00 (a t or a bove coupon barrier)
5,400.000 (a t or a bove coupon barrier)
700.00 (a t or a bove coupon barrier)
Contingent coupon; not callable

Third valuation date
1,800.00 (a t or a bove coupon barrier)
5,100.000 (a t or a bove coupon barrier)
460.00 (be low coupon barrier)
$0; not callable
Fourth valuation date
2,900.00 (a t or a bove coupon barrier)
5,000.000 (a t or a bove coupon barrier)
750.00 (a t or a bove coupon barrier)
Contingent coupon; notes called

T ot a l Pa ym e nt s:
$10 plus the contingent coupons
applicable to the first, second and
fourth valuation dates

Each underlying closes above its respective coupon barrier on the first and second valuation dates, and therefore a contingent coupon is paid on the first and second coupon payment dates. On the third
valuation date, the S&P 500® Index and the Nasdaq-100 Index® close at or above their respective coupon barriers but the MSCI Emerging Markets® Index closes below its respective coupon barrier.
Therefore, no contingent coupon is paid on the third coupon payment date. The issuer calls the notes on the fourth coupon payment date, which is the first coupon payment date on which the issuer may
exercise its call right. On the coupon payment date, the issuer will pay you a total of $10 per note, plus the applicable contingent coupon. You will receive total payments over the term of the notes of $10 plus
three contingent coupons based on

PS-13

the relevant contingent coupon rate. No further amount will be owed to you under the notes, and you do not participate in the appreciation of the underlyings.

Ex a m ple 2 -- T he not e s a re N OT c a lle d a nd t he fina l unde rlying le ve l of t he le a st pe rform ing unde rlying is a t or a bove it s re spe c t ive dow nside t hre shold.

Da t e
I nde x Closing Le ve l
Pa ym e nt (pe r not e )
S& P 5 0 0 ® I nde x
N a sda q -1 0 0 I nde x ®
M SCI Em e rging M a rk e t s® I nde x

First valuation date
2,210.00 (a t or a bove coupon barrier)
5,940.000 (a t or a bove coupon barrier)
900.00 (a t or a bove coupon barrier)
Contingent coupon; not callable
Second and third valuation Various (a ll a t or a bove coupon barrier) Various (a ll a t or a bove coupon barrier)
Various (a ll be low coupon barrier)
$0; not callable
dates
Fourth to thirty-ninth
Various (a ll a t or a bove coupon barrier) Various (a ll a t or a bove coupon barrier)
Various (a ll be low coupon barrier)
$0; not called
valuation dates
Final valuation date
2,900.00 (a t or a bove downside
5,800.000 (a t or a bove downside
1,200.00 (a t or a bove downside threshold)

threshold)
threshold)*

T ot a l Pa ym e nt s:
$10 plus the contingent coupon
applicable to the first valuation date
and the final valuation date

* Denotes least performing underlying

In this example, the issuer does not call the notes prior to maturity. Each underlying closes above its respective coupon barrier on the first valuation date, and therefore a contingent coupon is paid on the first
coupon payment date. On each of the second to thirty-ninth valuation dates, the S&P 500® Index and the Nasdaq-100 Index® close at or above their respective coupon barriers, but the MSCI Emerging
Markets® Index closes below its coupon barrier. Therefore, no contingent coupon is paid on any related coupon payment date. On the final valuation date, each of the S&P 500® Index, the Nasdaq-100
Index® and the MSCI Emerging Markets® Index closes above its downside threshold. Therefore, at maturity, the issuer will pay you a total of $10 per note, reflecting your principal amount plus the applicable
contingent coupon. You will receive total payments on the notes of $10 plus two contingent coupons based on the relevant contingent coupon rate.

Ex a m ple 3 -- T he not e s a re N OT c a lle d a nd t he fina l unde rlying le ve l of t he le a st pe rform ing unde rlying is be low it s dow nside t hre shold.

Da t e
I nde x Closing Le ve l
Pa ym e nt (pe r not e )
S& P 5 0 0 ® I nde x
N a sda q -1 0 0 I nde x ®
M SCI Em e rging M a rk e t s® I nde x

First valuation date
2,400.00 (a t or a bove coupon barrier)
3,600.000 (a t or a bove coupon
800.00 (a t or a bove coupon barrier)
Contingent coupon; not callable
barrier)
Second valuation date
2,300.00 (a t or a bove coupon barrier)
4,000.000 (a t or a bove coupon
650.00 (a t or a bove coupon barrier)
Contingent coupon; not callable
barrier)
Third valuation date
2,200.00 (a t or a bove coupon barrier)
3,100.000 (be low coupon barrier)
450.00 (be low coupon barrier)
$0; not callable
Fourth valuation date
2,000.00 (a t or a bove coupon barrier)
2,750.000 (be low coupon barrier)
380.00 (be low coupon barrier)
$0; not called
Fifth to thirty-ninth valuation
Various (a ll be low coupon barrier)
Various (a ll be low coupon barrier)
Various (a ll be low coupon barrier)
$0; not called
dates
Final valuation date
2,080.00 (a t or a bove downside
2,640.000 (be low downside threshold)*
450.00 (be low downside threshold)
$10 + [$10 × -60%] =
threshold)
$10 - $6 =
$4 (payment at maturity)

T ot a l Pa ym e nt s: $4 plus the contingent coupons applicable to the first
and second valuation dates
* Denotes least performing underlying
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PS-14

In this example, the issuer does not call the notes prior to maturity. Each underlying closes above its respective coupon barrier on the first two valuation dates, and, therefore a contingent coupon is paid on
each of the first two coupon payment dates. On each of the third and fourth valuation dates, the S&P 500® Index closes at or above its coupon barrier but the Nasdaq-100 Index® and the MSCI Emerging
Markets® Index close below their respective coupon barriers on such valuation date. Therefore, no contingent coupon is paid on either related coupon payment date. During each of the fifth to thirty-ninth
valuation dates, each of the S&P 500® Index, the Nasdaq-100 Index® and the MSCI Emerging Markets® Index closes below its respective coupon barrier and thus no contingent coupon is paid on any related
coupon payment date. On the final valuation date, the S&P 500® Index closes above its coupon barrier and downside threshold, but the Nasdaq-100 Index® and the MSCI Emerging Markets® Index close
below their respective coupon barriers and downside thresholds. Therefore, at maturity, investors are exposed to the downside performance of the least performing underlying (which, in this example, is the
Nasdaq-100 Index®), and the issuer will pay you $4 per note, which reflects the percentage decrease of the least performing underlying from the trade date to the final valuation date. You will receive total
payments on the notes of $4 plus two contingent coupons based on the relevant contingent coupon rate.

T he not e s diffe r from ordina ry de bt se c urit ie s in t ha t , a m ong ot he r fe a t ure s, t he issue r is not ne c e ssa rily obliga t e d t o re pa y t he full a m ount of your init ia l inve st m e nt . I f
t he not e s a re not c a lle d on a ny c oupon pa ym e nt da t e , you m a y lose a signific a nt port ion or a ll of your init ia l inve st m e nt . Spe c ific a lly, if t he not e s a re not c a lle d a nd t he
fina l unde rlying le ve l of a ny unde rlying is le ss t ha n it s dow nside t hre shold, you w ill lose 1 % of your princ ipa l a m ount for e a c h 1 % t ha t t he unde rlying re t urn of t he le a st
pe rform ing unde rlying is le ss t ha n ze ro. Any pa ym e nt on t he not e s, inc luding a ny c ont inge nt c oupon, pa ym e nt upon a n issue r c a ll or t he pa ym e nt a t m a t urit y, is
de pe nde nt on our a bilit y t o sa t isfy it s obliga t ions w he n t he y c om e due . I f w e a re una ble t o m e e t our obliga t ions a nd Cit igroup I nc . is una ble t o m e e t it s gua ra nt e e
obliga t ions, you m a y not re c e ive a ny a m ount s due t o you unde r t he not e s.

T he issue r w ill not pa y a qua rt e rly c ont inge nt c oupon if t he c losing le ve l of a ny of t he unde rlyings is be low it s re spe c t ive c oupon ba rrie r on a ny va lua t ion da t e . T he issue r
w ill ha ve t he right t o c a ll t he not e s e a rly a t it s disc re t ion. Y ou w ill lose a signific a nt port ion or a ll of your princ ipa l a m ount a t m a t urit y if t he not e s a re not c a lle d a nd t he
fina l unde rlying le ve l of a ny of t he unde rlyings is be low it s dow nside t hre shold.

PS-15

H ypot he t ic a l Cont inge nt Coupon for a Single V a lua t ion Da t e
The table below assumes for a hypothetical coupon payment date that the closing level of each underlying is above its respective coupon barrier on the relevant valuation date and that the spread is set at
3.80%. The actual spread is listed on the cover page of this pricing supplement. The table illustrates, for a $10 investment in the notes, the hypothetical contingent coupon related to such coupon payment
date. The actual contingent coupon rate applicable to each coupon payment date will be an amount determined based on the reference rate on the applicable coupon determination date. The reference rate
could vary greatly over the term of the notes and could decrease, which would limit the amount of any contingent coupon.

Re fe re nc e Ra t e on Coupon De t e rm ina t ion
Spre a d
Cont inge nt Coupon Ra t e
Cont inge nt Coupon
Da t e

5.00%
3.80%
8.80%
$0.220
4.00%
3.80%
7.80%
$0.195
3.00%
3.80%
6.80%
$0.170
2.00%
3.80%
5.80%
$0.145
1.00%
3.80%
4.80%
$0.120
0.00%
3.80%
3.80%
$0.095
-1.00%
3.80%
2.80%
$0.070
-2.00%
3.80%
1.80%
$0.045
-3.00%
3.80%
0.80%
$0.020
-4.00%
3.80%
0.00%
$0.000
-5.00%
3.80%
0.00%
$0.000
PS-16

T he S& P 5 0 0 ® I nde x
The S&P 500® Index consists of the common stocks of 500 issuers selected to provide a performance benchmark for the large capitalization segment of the U.S. equity markets. It is calculated and
maintained by S&P Dow Jones Indices LLC. The S&P 500® Index is reported by Bloomberg L.P. under the ticker symbol "SPX."

"Standard & Poor's," "S&P" and "S&P 500®" are trademarks of Standard & Poor's Financial Services LLC and have been licensed for use by Citigroup Inc. and its affiliates. For more information, see "Equity
Index Descriptions--The S&P U.S. Indices--License Agreement" in the accompanying underlying supplement.

Please refer to the section "Equity Index Descriptions--The S&P U.S. Indices--The S&P 500 ® Index" in the accompanying underlying supplement for important disclosures regarding the S&P 500® Index.

The graph below illustrates the performance of the S&P 500® Index from January 2, 2008 to February 26, 2019. The closing level of the S&P 500® Index on February 26, 2019 was 2,793.90. We
obtained the closing levels of the S&P 500® Index from Bloomberg, and we have not participated in the preparation of or verified such information. The historical closing levels of the S&P 500®
Index should not be taken as an indication of future performance and no assurance can be given as to the final underlying level or any future closing level of the S&P 500® Index. We cannot
give you assurance that the performance of the S&P 500® Index will result in a positive return on your initial investment and you could lose a significant portion or all of the stated principal
amount at maturity.

https://www.sec.gov/Archives/edgar/data/200245/000095010319002537/dp102882_424b2-33.htm[2/28/2019 2:12:59 PM]

PS-17

T he N a sda q -1 0 0 ® I nde x
The Nasdaq-100 Index® is a modified market capitalization-weighted index of stocks of the 100 largest non-financial companies listed on The Nasdaq Stock Market. All stocks included in the Nasdaq-100
Index® are traded on a major U.S. exchange. The Nasdaq-100 Index® was developed by The Nasdaq Stock Market, Inc. and is calculated, maintained and published by The Nasdaq OMX Group, Inc. The
Nasdaq-100 Index® is reported by Bloomberg L.P. under the ticker symbol "NDX."

"Nasdaq-100 Index®" is a trademark of The Nasdaq OMX Group, Inc. and has been licensed for use by Citigroup Inc. and its affiliates. For more information, see "Equity Index Descriptions--The Nasdaq-100
Index®--License Agreement" in the accompanying underlying supplement.

Please refer to the section "Equity Index Descriptions--The Nasdaq-100 Index®" in the accompanying underlying supplement for important disclosures regarding the Nasdaq-100 Index®, including information
concerning its composition and calculation and certain risks that are associated with an investment linked to the Nasdaq-100 Index®.

The graph below illustrates the performance of the Nasdaq-100 Index® from January 2, 2008 to February 26, 2019. The closing level of the Nasdaq-100 Index® on February 26, 2019 was
7,123.216. We obtained the closing levels of the Nasdaq-100 Index® from Bloomberg, and we have not participated in the preparation of or verified such information. The historical closing levels
of the Nasdaq-100 Index® should not be taken as an indication of future performance and no assurance can be given as to the final underlying level or any future closing level of the Nasdaq-
100 Index®. We cannot give you assurance that the performance of the Nasdaq-100 Index® will result in a positive return on your initial investment and you could lose a significant portion or all
of the stated principal amount at maturity.

PS-18

T he M SCI Em e rging M a rk e t s ®I nde x
The MSCI Emerging Markets® Index is a free float-adjusted market capitalization index that is designed to capture large- and mid-cap equity market performance across 24 global emerging markets countries.
As of the date of this pricing supplement, the MSCI Emerging Markets® Index consists of the following 24 emerging market country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece,
Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates.

Please refer to the section "Equity Index Descriptions--MSCI Indices" in the accompanying underlying supplement for important disclosures regarding the MSCI Emerging Markets® Index.

The graph below illustrates the performance of the MSCI Emerging Markets® Index from January 2, 2008 to February 26, 2019. The closing level of the MSCI Emerging Markets® Index on
February 26, 2019 was 1,064.94. We obtained the closing levels of the MSCI Emerging Markets® Index from Bloomberg, and we have not participated in the preparation of or verified such
information. The historical closing levels of the MSCI Emerging Markets® Index should not be taken as an indication of future performance and no assurance can be given as to the final
underlying level or any future closing level of the MSCI Emerging Markets® Index. We cannot give you assurance that the performance of the MSCI Emerging Markets® Index will result in a
positive return on your initial investment and you could lose a significant portion or all of the stated principal amount at maturity.

PS-19

Corre la t ion of t he U nde rlyings

The following graph sets forth the historical performances of the S&P 500® Index, the Nasdaq-100® Index and the MSCI Emerging Markets® Index from January 2, 2008 through February 26, 2019, based
on the daily closing levels of the underlyings. For comparison purposes, each underlying has been normalized to have a closing level of 100.00 on January 2, 2008 by dividing the closing level of that
underlying on each day by the closing level of that underlying on January 2, 2008 and multiplying by 100.00.

We obtained the closing levels used to determine the normalized closing levels set forth below from Bloomberg, without independent verification. Historical performance of the underlyings should not be taken
https://www.sec.gov/Archives/edgar/data/200245/000095010319002537/dp102882_424b2-33.htm[2/28/2019 2:12:59 PM]

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