Bond Citi Global Markets 0% ( US17326Y6G64 ) in USD

Citi Global Markets

100 % ▼

United States

US17326Y6G64 ( in USD )

04/03/2024 - Bond has expired

Prospectus brochure of the bond Citigroup Global Markets Holdings US17326Y6G64 in USD 0%, expired

1 000 USD

423 000 USD

17326Y6G6

N/A

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.

The Bond issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17326Y6G64, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 04/03/2024

The Bond issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17326Y6G64, was rated NR by Moody's credit rating agency.

424B2 1 dp103219_424b2-us1963262.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
February 28, 2019
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2019-USNCH1916
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-216372 and 333-216372-01
Barrier Securities Linked to the Worst Performing of the S&P 500® Index and the Russell 2000® Index Due
March 4, 2024
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The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc.
and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay a fixed
amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than, equal to or less than
the stated principal amount, depending on the performance of the worst performing of the underlyings specified below from its
initial underlying value to its final underlying value.
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The securities offer modified exposure to the performance of the worst performing underlying, with (i) the opportunity to participate
in a limited range of potential appreciation of the worst performing underlying at the upside participation rate specified below and (ii)
contingent repayment of the stated principal amount at maturity if the worst performing underlying depreciates, but only so long as
its final underlying value is greater than or equal to its final barrier value specified below. In exchange for these features, investors
in the securities must be willing to forgo any appreciation of the worst performing underlying in excess of the maximum return at
maturity specified below and must be willing to forgo any dividends with respect to any underlying. In addition, investors in the
securities must be willing to accept full downside exposure to the depreciation of the worst performing underlying if its final
underlying value is less than its final barrier value. If the final underlying value of the worst performing underlying is less than
its final barrier value, you will lose 1% of the stated principal amount of your securities for every 1% by which its final
underlying value is less than its initial underlying value. You may lose your entire investment in the securities.
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You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in any
one of the underlyings.
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In order to obtain the modified exposure to the worst performing underlying that the securities provide, investors must be willing to
accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities if
we and Citigroup Inc. default on our obligations. All payments on the securities are subject to the credit risk of Citigroup
Global Markets Holdings Inc. and Citigroup Inc.
KEY TERMS

Issuer:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Guarantee:
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.

Underlying:
Underlying
Initial underlying
Final barrier value**
value*

S&P 500® Index
2,784.49
1,670.694

Russell 2000® Index
1,575.549
945.329

* For each underlying, its closing value on the pricing date
** For each underlying, 60% of its initial underlying value
Stated principal amount:
$1,000 per security
Pricing date:
February 28, 2019
Issue date:
March 5, 2019
Valuation date:
February 28, 2024, subject to postponement if such date is not a scheduled trading day or certain
market disruption events occur
Maturity date:
March 4, 2024
Payment at maturity:
You will receive at maturity for each security you then hold:
§
If the final underlying value of the worst performing underlying is greater than its initial
underlying value:
$1,000 + the return amount, subject to the maximum return at maturity
§
If the final underlying value of the worst performing underlying is less than or equal to its
initial underlying value but greater than or equal to its final barrier value:
$1,000
§
If the final underlying value of the worst performing underlying is less than its final barrier
value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying)
If the final underlying value of the worst performing underlying is less than its final barrier
value, you will receive significantly less than the stated principal amount of your securities,
and possibly nothing, at maturity.
Final underlying value:
For each underlying, its closing value on the valuation date
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Return amount:
$1,000 × the underlying return of the worst performing underlying × the upside participation rate
Upside participation rate:
425%
Maximum return at
$600 per security (60% of the stated principal amount). The payment at maturity per security will not
maturity:
exceed the stated principal amount plus the maximum return at maturity.
Worst performing
The underlying with the lowest underlying return
underlying:
Underlying return:
For each underlying, (i) its final underlying value minus its initial underlying value, divided by (ii) its
initial underlying value
Listing:
The securities will not be listed on any securities exchange
CUSIP / ISIN:
17326Y6G6 / US17326Y6G64
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and issue
Issue price(1)
Underwriting fee(2)
Proceeds to issuer(3)
price:
Per security:
$1,000.00
$11.25
$988.75
Total:
$423,000.00
$2,863.71
$420,136.29
(1) On the date of this pricing supplement, the estimated value of the securities is $970.10 per security, which is less than the issue
price. The estimated value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is not an
indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person
may be willing to buy the securities from you at any time after issuance. See "Valuation of the Securities" in this pricing supplement.
(2) CGMI will receive an underwriting fee of up to $11.25 for each security sold in this offering. The total underwriting fee and proceeds
to issuer in the table above give effect to the actual total underwriting fee. For more information on the distribution of the securities, see
"Supplemental Plan of Distribution" in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from
hedging activity related to this offering, even if the value of the securities declines. See "Use of Proceeds and Hedging" in the
accompanying prospectus.
(3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security,
assuming the maximum per security underwriting fee. As noted above, the underwriting fee is variable.
Investing in the securities involves risks not associated with an investment in conventional debt securities. See "Summary
Risk Factors" beginning on page PS-5.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
securities or determined that this pricing supplement and the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus, which can be accessed via the hyperlinks below:
Product Supplement No. EA-02-07 dated June 15, 2018
Underlying Supplement No. 7 dated July 16, 2018
Prospectus Supplement and Prospectus each dated April 7, 2017
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Additional Information

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

Payout Diagram

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

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

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Payout Diagram

PS-2
Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The examples below illustrate how to determine the payment at maturity on the securities, assuming the various hypothetical final
underlying values indicated below. The examples are solely for illustrative purposes, do not show all possible outcomes and are not a
prediction of what the actual payment at maturity on the securities will be. The actual payment at maturity will depend on the actual
final underlying value of the worst performing underlying.

The examples below are based on the following hypothetical values and do not reflect the actual initial underlying values or final barrier
values of the underlyings. For the actual initial underlying value and final barrier value of each underlying, see the cover page of this
pricing supplement. We have used these hypothetical values, rather than the actual values, to simplify the calculations and aid
understanding of how the securities work. However, you should understand that the actual payment at maturity on the securities will be
calculated based on the actual initial underlying value and final barrier value of each underlying, and not the hypothetical values
indicated below.

Underlying
Hypothetical initial underlying value
Hypothetical final barrier value
S&P 500® Index
100
60 (60% of its hypothetical initial underlying value)
Russell 2000® Index
100
60 (60% of its hypothetical initial underlying value)

Example 1--Upside Scenario A. The final underlying value of the worst performing underlying is 105, resulting in a 5% underlying
return for the worst performing underlying. In this example, the final underlying value of the worst performing underlying is greater than
its initial underlying value.

Underlying
Hypothetical final underlying value
Hypothetical underlying return
S&P 500® Index
110
10%
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Russell 2000® Index*
105
5%
* Worst performing underlying

Payment at maturity per security = $1,000 + the return amount, subject to the maximum return at maturity

= $1,000 + ($1,000 × the underlying return of the worst performing underlying × the upside participation rate), subject to the maximum
return at maturity

= $1,000 + ($1,000 × 5% × 425%), subject to the maximum return at maturity

= $1,000 + $212.50, subject to the maximum return at maturity

= $1,212.50

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

Example 2--Upside Scenario B. The final underlying value of the worst performing underlying is 165, resulting in a 65% underlying
return for the worst performing underlying. In this example, the final underlying value of the worst performing underlying is greater than
its initial underlying value.

Underlying
Hypothetical final underlying value
Hypothetical underlying return
S&P 500® Index*
165
65%
Russell 2000® Index
170
70%
* Worst performing underlying

Payment at maturity per security = $1,000 + the return amount, subject to the maximum return at maturity

= $1,000 + ($1,000 × the underlying return of the worst performing underlying × the upside participation rate), subject to the maximum
return at maturity

= $1,000 + ($1,000 × 65% × 425%), subject to the maximum return at maturity

= $1,000 + $2,762.50, subject to the maximum return at maturity

= $1,600

In this scenario, the worst performing underlying has appreciated from its initial underlying value to its final underlying value, but the
underlying return of the worst performing underlying multiplied by the upside participation rate would exceed the maximum return at
maturity. As a result, your total return at maturity in this scenario would be limited to the maximum return at maturity, and an investment

PS-3
Citigroup Global Markets Holdings Inc.

in the securities would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the worst
performing underlying without a maximum return.

Example 3--Par Scenario. The final underlying value of the worst performing underlying is 95, resulting in a -5% underlying return for
the worst performing underlying. In this example, the final underlying value of the worst performing underlying is less than its initial
underlying value but greater than its final barrier value.

Underlying
Hypothetical final underlying value
Hypothetical underlying return
S&P 500® Index
105
5%
Russell 2000® Index*
95
-5%
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* Worst performing underlying

Payment at maturity per security = $1,000

In this scenario, the worst performing underlying has depreciated from its initial underlying value to its final underlying value, but not
below its final barrier value. As a result, you would be repaid the stated principal amount of your securities at maturity but would not
receive any positive return on your investment.

Example 4--Downside Scenario. The final underlying value of the worst performing underlying is 30, resulting in a -70% underlying
return for the worst performing underlying. In this example, the final underlying value of the worst performing underlying is less than its
final barrier value.

Underlying
Hypothetical final underlying value
Hypothetical underlying return
S&P 500® Index*
30
-70%
Russell 2000® Index
120
20%
* Worst performing underlying

Payment at maturity per security = $1,000 + ($1,000 × the underlying return of the worst performing underlying)

= $1,000 + ($1,000 × -70%)

= $1,000 + -$700

= $300

In this scenario, the worst performing underlying has depreciated from its initial underlying value to its final underlying value and its final
underlying value is less than its final barrier value. As a result, your total return at maturity in this scenario would be negative and
would reflect 1-to-1 exposure to the negative performance of the worst performing underlying.

PS-4
Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject to all
of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we
and Citigroup Inc. may default on our obligations under the securities, and are also subject to risks associated with each
underlying. Accordingly, the securities are suitable only for investors who are capable of understanding the complexities and risks of the
securities. You should consult your own financial, tax and legal advisors as to the risks of an investment in the securities and the
suitability of the securities in light of your particular circumstances.

The following is a summary of certain key risk factors for investors in the securities. You should read this summary together with the
more detailed description of risks relating to an investment in the securities contained in the section "Risk Factors Relating to the
Securities" beginning on page EA-7 in the accompanying product supplement. You should also carefully read the risk factors included
in the accompanying prospectus supplement and in the documents incorporated by reference in the accompanying prospectus,
including Citigroup Inc.'s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which
describe risks relating to the business of Citigroup Inc. more generally.

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You may lose a significant portion or all of your investment. Unlike conventional debt securities, the securities do not repay a
fixed amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the worst performing
underlying. If the final underlying value of the worst performing underlying is less than its final barrier value, you will lose 1% of the
stated principal amount of your securities for every 1% by which the worst performing underlying has depreciated from its initial
underlying value to its final underlying value. There is no minimum payment at maturity on the securities, and you may lose up to all
of your investment.

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Your potential return on the securities is limited. Your potential total return on the securities at maturity is limited to the
maximum return at maturity, even if the worst performing underlying appreciates by significantly more than the maximum return at
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maturity. If the worst performing underlying appreciates by more than the maximum return at maturity, the securities will
underperform an alternative investment providing 1-to-1 exposure to the performance of the worst performing underlying. When lost
dividends are taken into account, the securities may underperform an alternative investment providing 1-to-1 exposure to the
performance of the worst performing underlying even if the worst performing underlying appreciates by less than the maximum
return at maturity. In addition, the maximum return at maturity reduces the effect of the upside participation rate for all final
underlying values of the worst performing underlying exceeding the final underlying value of the worst performing underlying at
which, by multiplying the corresponding underlying return by the upside participation rate, the maximum return at maturity is
reached.

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

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The securities are subject to heightened risk because they have multiple underlyings. The securities are more risky than
similar investments that may be available with only one underlying. With multiple underlyings, there is a greater chance that any one
underlying will perform poorly, adversely affecting your return on the securities.

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The securities are subject to the risks of each of the underlyings and will be negatively affected if any one underlying
performs poorly. You are subject to risks associated with each of the underlyings. If any one underlying performs poorly, you will
be negatively affected, regardless of the performance of any other underlying. The securities are not linked to a basket composed of
the underlyings, where the blended performance of the underlyings would be better than the performance of the worst performing
underlying alone. Instead, you are subject to the full risks of whichever of the underlyings is the worst performing underlying.

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You will not benefit in any way from the performance of any better performing underlying. The return on the securities
depends solely on the performance of the worst performing underlying, and you will not benefit in any way from the performance of
any better performing underlying.

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You will be subject to risks relating to the relationship between the underlyings. It is preferable from your perspective for the
underlyings to be correlated with each other, in the sense that they tend to increase or decrease at similar times and by similar
magnitudes. By investing in the securities, you assume the risk that the underlyings will not exhibit this relationship. The less
correlated the underlyings, the more likely it is that any one of the underlyings will perform poorly over the term of the securities. All
that is necessary for the securities to perform poorly is for one of the underlyings to perform poorly. It is impossible to predict what
the relationship between the underlyings will be over the term of the securities. The underlyings differ in significant ways and,
therefore, may not be correlated with each other.

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You will not receive dividends or have any other rights with respect to the underlyings. You will not receive any dividends
with respect to the underlyings. This lost dividend yield may be significant over the term of the securities. The payment scenarios
described in this pricing supplement do not show any effect of lost dividend yield over the term of the securities. In addition, you will
not have voting rights or any other rights with respect to the underlyings or the stocks included in the underlyings.

PS-5
Citigroup Global Markets Holdings Inc.

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Your payment at maturity depends on the closing value of the worst performing underlying on a single day. Because your
payment at maturity depends on the closing value of the worst performing underlying solely on the valuation date, you are subject
to the risk that the closing value of the worst performing underlying on that day may be lower, and possibly significantly lower, than
on one or more other dates during the term of the securities. If you had invested directly in the underlyings or in another instrument
linked to the worst performing underlying that you could sell for full value at a time selected by you, or if the payment at maturity
were based on an average of closing values of the worst performing underlying, you might have achieved better returns.

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

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The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The
securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
securities. CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for
the securities on a daily basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI's sole
discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI that
the securities can be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid
prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no
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secondary market at all for the securities because it is likely that CGMI will be the only broker-dealer that is willing to buy your
securities prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity.

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

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

?
The estimated value of the securities would be lower if it were calculated based on our secondary market rate. The
estimated value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the
rate at which we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than
our secondary market rate, which is the rate that CGMI will use in determining the value of the securities for purposes of any
purchases of the securities from you in the secondary market. If the estimated value included in this pricing supplement were
based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal
funding rate based on factors such as the costs associated with the securities, which are generally higher than the costs associated
with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that is
payable on the securities.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines our
secondary market rate based on the market price of traded instruments referencing the debt obligations of Citigroup Inc., our parent
company and the guarantor of all payments due on the securities, but subject to adjustments that CGMI makes in its sole
discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather reflects
the market's perception of our parent company's creditworthiness as adjusted for discretionary factors such as CGMI's preferences
with respect to purchasing the securities prior to maturity.

?
The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be
willing to buy the securities from you in the secondary market. Any such secondary market price will fluctuate over the term of
the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value
included in this pricing supplement, any value of the securities determined for purposes of a secondary market transaction will be
based on our secondary market rate, which will likely result in a lower value for the securities than if our internal funding rate were
used. In addition, any secondary market price for the securities will be reduced by a bid-ask spread, which may vary depending on

PS-6
Citigroup Global Markets Holdings Inc.

the aggregate stated principal amount of the securities to be purchased in the secondary market transaction, and the expected cost
of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the securities will be less than
the issue price.

?
The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your securities
prior to maturity will fluctuate based on the closing values of the underlyings, the volatility of, and correlation between, the closing
values of the underlyings, dividend yields on the underlyings, interest rates generally, the time remaining to maturity and our and
Citigroup Inc.'s creditworthiness, as reflected in our secondary market rate, among other factors described under "Risk Factors
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Relating to the Securities--Risk Factors Relating to All Securities--The value of your securities prior to maturity will fluctuate based
on many unpredictable factors" in the accompanying product supplement. Changes in the closing values of the underlyings may
not result in a comparable change in the value of your securities. You should understand that the value of your securities at any
time prior to maturity may be significantly less than the issue price.

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

?
The Russell 2000® Index is subject to risks associated with small capitalization stocks. The stocks that constitute the Russell
2000® Index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be
more volatile than stock prices of large capitalization companies. These companies tend to be less well-established than large
market capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade
and competitive conditions relative to larger companies. Small capitalization companies are less likely to pay dividends on their
stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market
conditions.

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

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

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

?
The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If
certain events occur during the term of the securities, such as market disruption events and other events with respect to an
underlying, CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your return on
the securities. In making these judgments, the calculation agent's interests as an affiliate of ours could be adverse to your interests
as a holder of the securities. See "Risks Relating to the Securities--Risks Relating to All Securities--The calculation agent, which
is an affiliate of ours, will make important determinations with respect to the securities" in the accompanying product supplement.

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

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The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal authority regarding
the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service
(the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not
agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful in asserting an alternative
treatment of the securities, the tax consequences of the ownership and disposition of the securities might be materially and

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Citigroup Global Markets Holdings Inc.

adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax
treatment of the securities, possibly retroactively.

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

You should read carefully the discussion under "United States Federal Tax Considerations" and "Risk Factors Relating to the
Securities" in the accompanying product supplement and "United States Federal Tax Considerations" in this pricing
supplement. You should also consult your tax adviser regarding the U.S. federal tax consequences of an investment in the
securities, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

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Citigroup Global Markets Holdings Inc.

Information About the S&P 500® Index

The S&P 500® Index consists of 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.

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 additional information.

We have derived all information regarding the S&P 500® Index from publicly available information and have not independently verified
any information regarding the S&P 500® Index. This pricing supplement relates only to the securities and not to the S&P 500®
Index. We make no representation as to the performance of the S&P 500® Index over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the
S&P 500® Index is not involved in any way in this offering and has no obligation relating to the securities or to holders of the securities.

Historical Information

The closing value of the S&P 500® Index on February 28, 2019 was 2,784.49.

The graph below shows the closing value of the S&P 500® Index for each day such value was available from January 2, 2008 to
February 28, 2019. We obtained the closing values from Bloomberg L.P., without independent verification. You should not take the
historical closing values as an indication of future performance.

S&P 500® Index Historical Closing Values
January 2, 2008 to February 28, 2019
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Citigroup Global Markets Holdings Inc.

Information About the Russell 2000® Index

The Russell 2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity market. All stocks
included in the Russell 2000® Index are traded on a major U.S. exchange. It is calculated and maintained by FTSE Russell.

Please refer to the section "Equity Index Descriptions--The Russell Indices--The Russell 2000 ® Index" in the accompanying underlying
supplement for additional information.

We have derived all information regarding the Russell 2000® Index from publicly available information and have not independently
verified any information regarding the Russell 2000® Index. This pricing supplement relates only to the securities and not to the Russell
2000® Index. We make no representation as to the performance of the Russell 2000® Index over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the
Russell 2000® Index is not involved in any way in this offering and has no obligation relating to the securities or to holders of the
securities.

Historical Information

The closing value of the Russell 2000® Index on February 28, 2019 was 1,575.549.

The graph below shows the closing value of the Russell 2000® Index for each day such value was available from January 2, 2008 to
February 28, 2019 . We obtained the closing values from Bloomberg L.P., without independent verification. You should not take the
historical closing values as an indication of future performance.

Russell 2000® Index Historical Closing Values
January 2, 2008 to February 28, 2019
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