Bond Citi Global Markets 44.5% ( US17326YXP68 ) in USD

Citi Global Markets

92.28 % ▲

United States

US17326YXP68 ( in USD )

44.5% per year ( payment 2 times a year)

02/03/2026

Prospectus brochure of the bond Citigroup Global Markets Holdings US17326YXP68 en USD 44.5%, maturity 02/03/2026

1 000 USD

2 000 000 USD

17326YXP6

N/A

02/09/2025 ( In 114 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.

The Bond issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17326YXP68, pays a coupon of 44.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 02/03/2026

The Bond issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17326YXP68, was rated NR by Moody's credit rating agency.

424B2 1 dp102915_424b2-21.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
Fe brua ry 2 6 , 2 0 1 9
M e dium -T e rm Se nior N ot e s, Se rie s N
Pric ing Supple m e nt N o. 2 0 1 9 --U SN CH 1 9 5 0
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -2 1 6 3 7 2 a nd 3 3 3 -2 1 6 3 7 2 -0 1
Callable Fixed to Float CMS Spread Range Accrual Securities Contingent on the Worst Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® Due March 2, 2026

V a ria ble c oupon. The securities will pay interest at a fixed rate of 8.00% per annum for the first year following issuance. After the first
year, contingent interest will accrue on the securities during each accrual period at a rate based on the CMS spread described below, but
only for each elapsed day during that accrual period on which the accrual condition is satisfied. The accrual condition will be satisfied on
an elapsed day only if the closing level of e a c h underlying index on that day is greater than or equal to its accrual barrier
level. Accordingly, contingent interest during each accrual period, if any, will depend on the CMS spread and the level of each underlying
index. The amount of interest payable on the securities may be adversely affected by adverse movements in a ny one of these variables,
regardless of the performance of the others. The securities may pay low or no interest for extended periods of time or even throughout the
entire term after the first year.

Ca ll right . We have the right to call the securities for mandatory redemption on any coupon payment date beginning approximately one
year after the issue date.

Cont inge nt re pa ym e nt of princ ipa l a t m a t urit y. If we do not redeem the securities prior to maturity, your payment at maturity will
depend on the closing level of the w orst pe rform ing underlying index on the final valuation date. If the closing level of the worst
performing underlying index on the final valuation date is greater than or equal to its final barrier level, you will be repaid the stated principal
amount of your securities at maturity. However, if the closing level of the worst performing underlying index on the final valuation date is
less than its final barrier level, you will lose 1% of the stated principal amount of your securities for every 1% by which the worst performing
underlying index has depreciated from its initial index level. There is no minimum payment at maturity.

The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and
guaranteed by Citigroup Inc. Investors must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not
receiving any amount due under the securities if we and Citigroup Inc. default on our obligations. All pa ym e nt s on t he se c urit ie s a re
subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
K EY T ERM S

I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
St a t e d princ ipa l
$1,000 per security
a m ount :
U nde rlying
U nde rlying indic e s
I nit ia l inde x le ve l*
Ac c rua l ba rrie r
Fina l ba rrie r le ve l* *
indic e s:
le ve l* *

S&P 500® Index
2,793.90
1,676.340
1,676.340

Russell 2000® Index
1,577.483
946.490
946.490

Nasdaq-100 Index®
7,123.216
4,273.930
4,273.930

* For each underlying index, its closing level on the pricing date
** For each underlying index, 60% of its initial index level
CM S spre a d:
On any CMS spread determination date, the 30-year constant maturity swap rate ("CMS30") minus the 2-year
constant maturity swap rate ("CMS2") on that day. See "Information About the CMS Spread" in this pricing
supplement.
CM S spre a d
For any accrual period commencing on or after March 2, 2020, the second U.S. government securities business day
de t e rm ina t ion
prior to the first day of that accrual period
da t e :
Pric ing da t e :
February 26, 2019
I ssue da t e :
February 28, 2019
Fina l va lua t ion
February 26, 2026, subject to postponement if such date is not a scheduled trading day or certain market disruption
da t e :
events occur
M a t urit y da t e :
Unless earlier redeemed, March 2, 2026
Pa ym e nt a t
Unless earlier redeemed, at maturity you will receive, for each security you then hold (in addition to the final coupon
m a t urit y:
payment, if any):
· If the final index level of the worst performing underlying index is greater than or equal to its final barrier
level: $1,000
· If the final index level of the worst performing underlying index is less than its final barrier level:
$1,000 + ($1,000 × the index return of the worst performing underlying index)
I f t he fina l inde x le ve l of t he w orst pe rform ing unde rlying inde x is le ss t ha n it s fina l ba rrie r
le ve l, you w ill ha ve full dow nside e x posure t o t he ne ga t ive inde x re t urn of t he w orst pe rform ing
unde rlying inde x a nd w ill re c e ive signific a nt ly le ss t ha n t he st a t e d princ ipa l a m ount of your
se c urit ie s a t m a t urit y. Y ou m a y lose a signific a nt port ion, a nd up t o a ll, of your inve st m e nt .
Coupon
On each coupon payment date occurring during the first year following issuance of the securities, the securities will
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pa ym e nt s:
pay a fixed coupon of 8.00% per annum, regardless of the CMS spread or the levels of the underlying indices.
On each coupon payment date after the first year (beginning in June 2020), you will receive a coupon payment at an
annual rate equal to the variable coupon rate for that coupon payment date. The variable coupon rate for any
coupon payment date after the first year will be determined as follows:

number of accrual days during the related accrual period
relevant contingent rate per annum ×

number of elapsed days during the related accrual period

Each coupon payment per security will be equal to (i) $1,000 multiplied by the applicable coupon rate per annum
divided by (ii) 4.
I f t he num be r of a c c rua l da ys in a give n a c c rua l pe riod is le ss t ha n t he num be r of e la pse d da ys
in t ha t a c c rua l pe riod, t he va ria ble c oupon ra t e for t he re la t e d c oupon pa ym e nt da t e w ill be le ss
t ha n t he full re le va nt c ont inge nt ra t e , a nd if t he re a re no a c c rua l da ys in a give n a c c rua l pe riod,
t he va ria ble c oupon ra t e for t he re la t e d c oupon pa ym e nt da t e w ill be 0 % .
Re le va nt
The relevant contingent rate for any coupon payment date after the first year following issuance of the securities
c ont inge nt ra t e :
means:
50.00 × the CMS spread (as of the CMS spread determination date for the related accrual period), subject to a
minimum relevant contingent rate of 0.00% per annum and a maximum relevant contingent rate of 8.00% per annum.
I f t he CM S spre a d for a ny CM S spre a d de t e rm ina t ion da t e is le ss t ha n or e qua l t o 0 .0 0 % , t he
re le va nt c ont inge nt ra t e for t ha t a c c rua l pe riod w ill be 0 .0 0 % a nd you w ill not re c e ive a ny
c oupon pa ym e nt on t he re la t e d c oupon pa ym e nt da t e . T he re le va nt c ont inge nt ra t e w ill in no
e ve nt e x c e e d 8 .0 0 % pe r a nnum .
List ing:
The securities will not be listed on any securities exchange
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r
issue pric e :
Pe r se c urit y:
$1,000
$37.50
$962.50
T ot a l:
$2,000,000
$75,000
$1,925,000
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $982.80 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) For more information on the distribution of the securities, see "Supplemental Plan of Distribution" in this pricing supplement. In addition to the
underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See
"Use of Proceeds and Hedging" in the accompanying prospectus.
I nve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l
de bt se c urit ie s. Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS -7 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying produc t supple m e nt ,
unde rlying supple m e nt , prospe c t us supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he
c ont ra ry is a c rim ina l offe nse . You should read this pricing supplement together with the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus, each of which can be accessed via the following hyperlinks:
Produc t Supple m e nt N o. I E -0 5 -0 5 da t e d April 7 , 2 0 1 7
U nde rlying Supple m e nt N o. 7 da t e d J uly 1 6 , 2 0 1 8
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d April 7 , 2 0 1 7
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e Corpora t ion
or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.

K EY T ERM S (CON T I N U ED)

Coupon pa ym e nt da t e s:
The 2nd day of each March, June, September and December beginning on June 2, 2019, except that the
final coupon payment date will be the maturity date (or the earlier date on which we redeem the securities,
if applicable)
Ac c rua l pe riod:
For each coupon payment date after the first year following issuance of the securities, the period from and
including the immediately preceding coupon payment date to but excluding such coupon payment date
Ac c rua l da y:
An elapsed day on which the accrual condition is satisfied
Ela pse d da y:
Calendar day
Ac c rua l c ondit ion:
The accrual condition will be satisfied on an elapsed day if, and only if, the closing level of e a c h
underlying index is greater than or equal to its accrual barrier level on that elapsed day. For purposes of
determining whether the accrual condition is satisfied on any elapsed day, if the closing level of any
underlying index is not available for any reason on that day (including weekends and holidays), the closing
level of such underlying index will be assumed to be the same as on the immediately preceding elapsed
day (subject to the discussion in the section "Description of the Securities--Terms Related to the
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Underlying Index--Discontinuance or Material Modification of the Underlying Index" in the accompanying
product supplement). In addition, for all elapsed days from and including the fourth-to-last day that is a
scheduled trading day for each underlying index in an accrual period to and including the last elapsed day
of that accrual period, the closing levels of the underlying indices will not be observed and will be assumed
to be the same as on the elapsed day immediately preceding such unobserved days.
Worst pe rform ing
The underlying index with the lowest index return
unde rlying inde x :
Fina l inde x le ve l:
For each underlying index, its closing level on the final valuation date
I nde x re t urn:
For each underlying index, (i) its final index level minus its initial index level, divided by (ii) its initial index
level
Ea rly re de m pt ion:
We have the right to redeem the securities, in whole and not in part, on any coupon payment date on or
after March 2, 2020 upon not less than five business days' notice for an amount in cash equal to 100% of
the stated principal amount of your securities plus the coupon payment due on the date of redemption, if
any.
CU SI P / I SI N :
17326YXP6 / US17326YXP68

Additional Information

Ge ne ra l. The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as
supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important
disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could affect the amount of any variable
coupon payment you receive and your payment at maturity. These events and their consequences are described in the accompanying product
supplement in the sections "Description of the Securities--Terms Related to the Underlying Index--Discontinuance or Material Modification of
the Underlying Index" and "Description of the Securities--Terms Related to the Underlying Index--Consequences of a Market Disruption Event;
Postponement of the Final Valuation Date," and not in this pricing supplement. In addition, the accompanying underlying supplement contains
important disclosures regarding the underlying indices 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 securities. Certain terms used but not defined in this pricing supplement are defined in the
accompanying product supplement.

Although the accompanying product supplement contemplates only a single underlying index, the securities are linked to three underlying
indices. Each of the provisions in the accompanying product supplement referring to the underlying index shall apply separately to each of the
underlying indices to which the securities are linked.

Post pone m e nt of t he fina l va lua t ion da t e . If the scheduled final valuation date is not a scheduled trading day for any underlying index
or if a market disruption event occurs with respect to any underlying index on the scheduled final valuation date, the final valuation date will be
subject to postponement as described in the accompanying product supplement in the section "Description of the Securities--Terms Related to
the Underlying Index--Consequences of a Market Disruption Event; Postponement of the Final Valuation Date." If the scheduled final valuation
date is postponed, the closing level of each underlying index in respect of the final valuation date will be determined based on (i) for any
underlying index for which the originally scheduled final valuation date is a scheduled trading day and as to which a market disruption event
does not occur on the originally scheduled final valuation date, the closing level of such underlying index on the originally scheduled final
valuation date and (ii) for any other underlying index, the closing level of such underlying index on the final valuation date as postponed (or, if
earlier, the first scheduled trading day for such underlying index following the originally scheduled final valuation date on which a market
disruption event did not occur with respect to such underlying index).

PS-2
Citigroup Global Markets Holdings Inc.

Hypothetical Examples

Variable Coupon Payments

The sections below provide examples of how the variable coupon payments on the securities will be determined. The first section, "--
Determining the Hypothetical Relevant Contingent Rate," provides a limited number of hypothetical examples of how the relevant contingent rate
for any accrual period will be determined based on hypothetical CMS spread values, as determined on the second U.S. government securities
business day prior to the beginning of the applicable accrual period. The second section, "--Determining the Hypothetical Variable Coupon
Rates and Coupon Payment Amounts," provides a limited number of hypothetical examples of how the coupon payments on the securities will
be determined based on a limited number of hypothetical relevant contingent interest rates and a limited number of hypothetical accrual days
during a hypothetical accrual period. The figures below have been rounded for ease of analysis.

Determining the Hypothetical Relevant Contingent Rate

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The table below presents examples of hypothetical relevant contingent rates based on various hypothetical CMS spread values.

Ex a m ple
H ypot he t ic a l CM S Spre a d*
H ypot he t ic a l Re le va nt Cont inge nt Ra t e pe r
Annum * *
1
-1.00%
0.00%
2
-0.80%
0.00%
3
-0.60%
0.00%
4
-0.40%
0.00%
5
-0.20%
0.00%
6
0.00%
0.00%
7
0.10%
5.00%
8
0.20%
8.00%
9
0.30%
8.00%
10
0.40%
8.00%
11
0.50%
8.00%
12
0.60%
8.00%
13
0.80%
8.00%
14
1.00%
8.00%
15
1.20%
8.00%
16
1.40%
8.00%
17
1.60%
8.00%
18
1.80%
8.00%
19
2.00%
8.00%
20
2.20%
8.00%
21
2.40%
8.00%
22
2.60%
8.00%
_______________________________
* Hypothetical CMS spread = (CMS30 CMS2), where CMS30 and CMS2 are determined on the second U.S. government securities
business day prior to the beginning of the applicable accrual period.
** Hypothetical relevant contingent rate per annum for the accrual period = 50.00 × hypothetical CMS spread, subject to a minimum of
0.00% and a maximum of 8.00% per annum.

Determining the Hypothetical Variable Coupon Rates and Variable Coupon Payments

The tables below present examples of the hypothetical variable coupon rate and hypothetical variable coupon payments after the first year
following issuance of the securities based on the number of accrual days in a particular accrual period and different assumptions about the
CMS spread. For illustrative purposes only, the tables assume an accrual period that contains 90 elapsed days and that the securities have
not previously been redeemed. The actual coupon payment for any coupon payment date after the first year will depend on the actual number
of accrual days and elapsed days during the related accrual period and the actual CMS spread on the CMS spread determination date for that
accrual period. The variable coupon rate for each accrual period will apply only to that accrual period.

PS-3
Citigroup Global Markets Holdings Inc.

Assum ing t he CM S spre a d is 0 .1 0 % on t he a pplic a ble CM S spre a d de t e rm ina t ion da t e :

H ypot he t ic a l N um be r of
H ypot he t ic a l Re le va nt
H ypot he t ic a l V a ria ble Coupon
H ypot he t ic a l V a ria ble
Ac c rua l Da ys in Ac c rua l
Cont inge nt Ra t e pe r
Ra t e pe r Annum * * *
Coupon Pa ym e nt pe r
Pe riod*
Annum * *
Se c urit y* * * *
0
5.000%
0.000%
$0.00
15
5.000%
0.833%
$2.08
30
5.000%
1.667%
$4.17
45
5.000%
2.500%
$6.25
60
5.000%
3.333%
$8.33
75
5.000%
4.167%
$10.42
90
5.000%
5.000%
$12.50
Assum ing t he CM S spre a d is 2 .0 0 % on t he a pplic a ble CM S spre a d de t e rm ina t ion da t e :

H ypot he t ic a l N um be r of
H ypot he t ic a l Re le va nt
H ypot he t ic a l V a ria ble Coupon
H ypot he t ic a l V a ria ble
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Ac c rua l Da ys in Ac c rua l
Cont inge nt Ra t e pe r
Ra t e pe r Annum * * *
Coupon Pa ym e nt pe r
Pe riod*
Annum * *
Se c urit y* * * *
0
8.00%
0.000%
$0.00
15
8.00%
1.333%
$3.33
30
8.00%
2.667%
$6.67
45
8.00%
4.000%
$10.00
60
8.00%
5.333%
$13.33
75
8.00%
6.667%
$16.67
90
8.00%
8.000%
$20.00
Assum ing t he CM S spre a d is 0 .0 0 % on t he a pplic a ble CM S spre a d de t e rm ina t ion da t e :

H ypot he t ic a l N um be r of
H ypot he t ic a l Re le va nt
H ypot he t ic a l V a ria ble Coupon
H ypot he t ic a l V a ria ble
Ac c rua l Da ys in Ac c rua l
Cont inge nt Ra t e pe r
Ra t e pe r Annum * * *
Coupon Pa ym e nt pe r
Pe riod*
Annum * *
Se c urit y* * * *
0
0.00%
0.000%
$0.00
15
0.00%
0.000%
$0.00
30
0.00%
0.000%
$0.00
45
0.00%
0.000%
$0.00
60
0.00%
0.000%
$0.00
75
0.00%
0.000%
$0.00
90
0.00%
0.000%
$0.00
_______________________________
* An accrual day is an elapsed day on which the accrual condition is satisfied (i.e., on which the closing level of each underlying index is
greater than or equal to its accrual barrier level)
** The hypothetical relevant contingent rate is equal to 50.00 × CMS spread (as of the CMS spread determination date for the related accrual
period), subject to a minimum of 0.00% and a maximum of 8.00% per annum
*** The hypothetical variable coupon rate per annum is equal to (i) the hypothetical relevant contingent rate per annum multiplied by (ii) (a) the
hypothetical number of accrual days in the related accrual period, divided by (b) 90
**** The hypothetical variable coupon payment per security is equal to (i) $1,000 multiplied by the hypothetical variable coupon rate per
annum, divided by (ii) 4

PS-4
Citigroup Global Markets Holdings Inc.

Payment at Maturity

The diagram below illustrates your payment at maturity for a range of hypothetical index returns of the worst performing underlying index
(excluding the final coupon payment, if any, and assuming we do not redeem the securities prior to maturity).

Ca lla ble Fix e d t o Floa t Ra nge Ac c rua l Se c urit ie s
Pa ym e nt a t M a t urit y Dia gra m
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Your actual payment at maturity per security, excluding the final coupon payment, if any, will depend on the actual initial index level, the actual
final barrier level and the actual final index level of the worst performing underlying index. The examples below are intended to illustrate how
your payment at maturity will depend on whether the final index level of the worst performing underlying index is greater than or less than its
final barrier level and, if less, how much less. 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 examples below are based on hypothetical initial index levels of 100 and hypothetical final barrier levels of 60 and do not reflect the actual
initial index levels or final barrier levels. For the actual initial index levels and final barrier levels, see the cover page of this pricing
supplement. We have used these hypothetical levels, rather than the actual levels, 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 index levels and final barrier levels, and not these hypothetical levels.

Ex a m ple 1 --Pa r Sc e na rio A.

U nde rlying I nde x
H ypot he t ic a l I nit ia l
H ypot he t ic a l Fina l
H ypot he t ic a l Fina l
H ypot he t ic a l I nde x
I nde x Le ve l
Ba rrie r Le ve l
I nde x Le ve l
Re t urn
S&P 500® Index
100
60
150
50%
Russell 2000® Index
100
60
110
10%
Nasdaq-100 Index®
100
60
130
30%

PS-5
Citigroup Global Markets Holdings Inc.

In this example, the Russell 2000® Index is the worst performing underlying index. Its hypothetical final index level is 110 (a 10% increase from
its hypothetical initial index level), which is greater than its hypothetical final barrier level.

Payment at maturity per security = $1,000 (excluding the final coupon payment, if any)

Because the final index level of the worst performing underlying index is greater than its final barrier level, you would be repaid the stated
principal amount of your securities in this example. Even though each of the underlying indices have appreciated from their respective initial
index levels in this example, you would not participate in the appreciation of any underlying index.

Ex a m ple 2 --Pa r Sc e na rio B.
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U nde rlying I nde x
H ypot he t ic a l I nit ia l
H ypot he t ic a l Fina l
H ypot he t ic a l Fina l
H ypot he t ic a l I nde x
I nde x Le ve l
Ba rrie r Le ve l
I nde x Le ve l
Re t urn
S&P 500® Index
100
60
90
-10%
Russell 2000® Index
100
60
120
20%
Nasdaq-100 Index®
100
60
110
10%

In this example, the S&P 500® Index is the worst performing underlying index. Its hypothetical final index level is 90 (a 10% decrease from its
hypothetical initial index level), which is greater than its hypothetical final barrier level.

Payment at maturity per security = $1,000 (excluding the final coupon payment, if any)

Because the worst performing underlying index did not depreciate from its hypothetical initial index level to its hypothetical final index level by
more than 40% (that is, it did not depreciate below its hypothetical final barrier level), your payment at maturity in this scenario would be equal
to the $1,000 stated principal amount per security (excluding the final coupon payment, if any).

Ex a m ple 3 --Dow nside Sc e na rio.

U nde rlying I nde x
H ypot he t ic a l I nit ia l
H ypot he t ic a l Fina l
H ypot he t ic a l Fina l
H ypot he t ic a l I nde x
I nde x Le ve l
Ba rrie r Le ve l
I nde x Le ve l
Re t urn
S&P 500® Index
100
60
70
-30%
Russell 2000® Index
100
60
80
-20%
Nasdaq-100 Index®
100
60
30
-70%

In this example, the Nasdaq-100 Index® is the worst performing underlying index. Its hypothetical final index level is 30 (an approximately 70%
decrease from its hypothetical initial index level), which is less than its hypothetical final barrier level. As a result, your payment at maturity
(excluding the final coupon payment, if any) would be calculated as follows:

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

= $1,000 + ($1,000 × -70%)

= $1,000 + -$700

= $300

Because the worst performing underlying index depreciated from its hypothetical initial index level to its hypothetical final index level by more
than 40% (that is, it depreciated below its hypothetical final barrier level), your payment at maturity in this scenario would reflect 1-to-1 exposure
to the negative performance of the worst performing underlying index from its initial index level to its final index level.

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Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject to 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 CMS30, CMS2 and each of the underlying
indices. 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 IE-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
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Inc. more generally.

Y ou m a y lose som e or a ll of your inve st m e nt . Unlike conventional debt securities, the securities do not repay a fixed amount of
principal at maturity. Instead, your payment at maturity will depend on the performance of the worst performing underlying index. If we do
not redeem the securities prior to maturity, you may receive significantly less than the stated principal amount of the securities at maturity,
but in no circumstance will you receive more than the stated principal amount of the securities (excluding the final coupon payment, if any).
If the final index level of the worst performing underlying index is less than its final barrier level, you will lose 1% of the stated principal
amount of the securities for every 1% by which the final index level of the worst performing underlying index is less than its initial index
level. There is no minimum payment at maturity on the securities, and you may lose up to all of your investment.

T he ba rrie r fe a t ure of t he se c urit ie s e x pose s you t o pa rt ic ula r risk s. If the final index level of the worst performing underlying
index is less than its final barrier level, you will not be repaid the stated principal amount of your securities at maturity and instead will lose
1% of the stated principal amount of the securities for every 1% by which the final index level of the worst performing underlying index is
less than its initial index level. Therefore, the securities offer no protection at all if the worst performing underlying index depreciates by
more than 40% from its initial index level to its final index level. As a result, you may lose your entire investment in the securities.

T he se c urit ie s offe r a va ria ble c oupon ra t e a ft e r t he first ye a r follow ing issua nc e , a nd you m a y not re c e ive a ny
c oupon pa ym e nt on one or m ore c oupon pa ym e nt da t e s. Any variable coupon payment you receive will be paid at a per annum
rate equal to the relevant contingent rate for the applicable coupon payment date only if the accrual condition is satisfied on each elapsed
day during the related accrual period. The accrual condition will be satisfied on any elapsed day only if the closing level of each underlying
index on that elapsed day is greater than or equal to its respective accrual barrier level. If, on any elapsed day during an accrual period,
the accrual condition is not satisfied, the applicable variable coupon payment will be paid at a rate that is less, and possibly significantly
less, than the relevant contingent rate. If, on each elapsed day during an accrual period, the accrual condition is not satisfied, no variable
coupon payment will be made on the related coupon payment date. Accordingly, there can be no assurance that you will receive a variable
coupon payment on any coupon payment date or that any variable coupon payment you do receive will be calculated at the full relevant
contingent rate. Furthermore, because the relevant contingent rate is a floating rate determined by reference to the CMS spread, the
securities are subject to a contingency associated with the CMS spread. The relevant contingent rate will vary based on fluctuations in the
CMS spread. If the CMS spread narrows, the relevant contingent rate will be reduced. The relevant contingent rate may be as low as zero
for any coupon payment date. If the relevant contingent rate is zero for any coupon payment date, you will not receive any variable coupon
payment on that coupon payment date even if the accrual condition is satisfied on each elapsed day in the related accrual period. Thus,
the securities are not a suitable investment for investors who require regular fixed income payments.

T he re le va nt c ont inge nt ra t e m a y de c line , possibly t o 0 .0 0 % , if short -t e rm int e re st ra t e s rise . Although there is no
single factor that determines CMS spreads, CMS spreads have historically tended to fall when short-term interest rates rise. Short-term
interest rates have historically been highly sensitive to the monetary policy of the Federal Reserve Board. Accordingly, one significant risk
assumed by investors in the securities is that the Federal Reserve Board may pursue a policy of raising short-term interest rates, which, if
historical patterns hold, would lead to a decrease in the CMS spread. In that event, the relevant contingent rate would be reduced, and
may be 0.00%, and the floating rate payable on the securities would also decline significantly, possibly to 0.00%. It is important to
understand, however, that short-term interest rates are affected by many factors and may increase even in the absence of a Federal
Reserve Board policy to increase short-term interest rates. Furthermore, it is important to understand that the CMS spread may decrease
even in the absence of an increase in short-term interest rates because it, too, is influenced by many complex factors.

T he re le va nt c ont inge nt ra t e on t he se c urit ie s m a y be low e r t ha n ot he r m a rk e t int e re st ra t e s. The relevant contingent
rate on the securities will not necessarily move in line with general U.S. market interest rates or even CMS rates and, in fact, may move
inversely with general U.S. market interest rates. For example, if there is a general increase in CMS rates but shorter-term rates rise more
than longer-term rates, the CMS spread will decrease, as will the relevant contingent rate. Accordingly, the securities are not appropriate
for investors who seek floating interest payments based on general market interest rates.

T he re le va nt c ont inge nt ra t e on t he se c urit ie s is subje c t t o a c a p. As a result, the securities may pay interest at a lower rate
than an alternative instrument that is not so capped.

T he highe r pot e nt ia l yie ld offe re d by t he se c urit ie s is a ssoc ia t e d w it h gre a t e r risk t ha n c onve nt iona l de bt
se c urit ie s. The securities offer coupon payments with the potential to result in a higher yield than the yield on our conventional debt
securities of the

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Citigroup Global Markets Holdings Inc.

same maturity. You should understand that, in exchange for this potentially higher yield, you will be exposed to significantly greater risks
than investors in our conventional debt securities (guaranteed by Citigroup Inc.). These risks include the risk that the variable coupon
payments you receive, if any, will result in a yield on the securities that is lower, and perhaps significantly lower, than the yield on our
conventional debt securities of the same maturity that are guaranteed by Citigroup Inc., and the risk that you will incur a significant loss on
the securities at maturity. T he vola t ilit y of t he CM S spre a d a nd e a c h of t he unde rlying indic e s, a nd t he c orre la t ion
be t w e e n t he unde rlying indic e s a nd be t w e e n t he CM S spre a d a nd e a c h unde rlying inde x , a re im port a nt fa c t ors
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a ffe c t ing t his risk . Gre a t e r e x pe c t e d vola t ilit y a nd/or low e r e x pe c t e d c orre la t ion a s of t he pric ing da t e m a y
c ont ribut e t o t he highe r yie ld pot e nt ia l, but w ould a lso re pre se nt a gre a t e r e x pe c t e d lik e lihood a s of t he pric ing
da t e t ha t , a ft e r t he first ye a r, you w ill re c e ive low or no c oupon pa ym e nt s on t he se c urit ie s a nd t ha t you w ould
inc ur a signific a nt loss on t he se c urit ie s a t m a t urit y.

T he se c urit ie s a re subje c t t o risk s a ssoc ia t e d w it h t he CM S spre a d a nd e a c h of t he unde rlying indic e s a nd m a y be
ne ga t ive ly a ffe c t e d by a dve rse m ove m e nt s in any one of t he se va ria ble s, re ga rdle ss of t he pe rform a nc e of t he
ot he rs. The amount of any variable coupon payments you receive will depend on the performance of the CMS spread and each of the
underlying indices. If the CMS spread is low or zero, causing the relevant contingent rate to be low or zero, the securities will pay a low or
no coupon even if the closing levels of the underlying indices are consistently greater than their respective accrual barrier
levels. Conversely, even if the CMS spread is high, causing the relevant contingent rate to be high, the securities will pay no coupon if the
closing level of any of the underlying indices is consistently less than its respective accrual barrier level. Moreover, if the closing level of
any one of the underlying indices is less than its respective accrual barrier level, the accrual condition will not be satisfied, and no interest
will accrue on the securities, even if the closing levels of the other underlying indices are significantly greater than their accrual barrier
levels. Accordingly, you will be subject to risks associated with the CMS spread and each of the underlying indices, and your return on the
securities will depend significantly on the relationship between such risks over the term of the securities. If any one performs sufficiently
poorly, you may receive low or no variable coupon payments for an extended period of time, or even throughout the entire period following
the first year of the term of the securities, even if the others perform favorably. Furthermore, if the final index level of one underlying index
is less than its final barrier level, you will incur a significant loss at maturity, even if the final index levels of the other underlying indices are
greater than their respective final barrier levels.

T he va ria ble c oupon pa ym e nt s a nd t he pa ym e nt a t m a t urit y de pe nd on m ult iple va ria ble s, a nd you a re t he re fore
e x pose d t o gre a t e r risk s of re c e iving no va ria ble c oupon pa ym e nt s a ft e r t he first ye a r, a nd t o a gre a t e r risk of loss
a t m a t urit y, t ha n if t he se c urit ie s w e re link e d t o just one va ria ble . The risk that you will receive no variable coupon payment
on one or more coupon payment dates after the first year, and the risk that you will incur a significant loss at maturity, is greater if you
invest in the securities as opposed to substantially similar securities that are linked to the performance of just one variable. With multiple
variables, it is more likely that the securities will accrue low or no interest during an accrual period, or that you will not be repaid the stated
principal amount of your securities at maturity, than if payments on the securities were contingent on only one variable.

T he se c urit ie s w ill be subje c t t o risk s a ssoc ia t e d w it h t he CM S spre a d. The relevant contingent rate for any coupon
payment date after the first year following issuance of the securities will depend on the CMS spread as of the CMS spread determination
date for the related accrual period.

The relevant contingent rate will not depend on the absolute level of either CMS30 or CMS2, but rather on the relationship between CMS30
and CMS2--specifically, whether CMS30 is greater than CMS2. Many factors affect CMS30 and CMS2, such that future values of CMS30
and CMS2 and their relationship are impossible to predict. If the CMS spread for any CMS spread determination date is less than or equal
to 0.00%, the relevant contingent rate for that accrual period will be 0.00% and you will not receive any coupon payment on the related
coupon payment date.

Although there is no single factor that determines the CMS spread, the CMS spread has historically tended to fall when short-term interest
rates rise. As with CMS rates, short-term interest rates are influenced by many complex factors, and it is impossible to predict their future
performance. However, historically short-term interest rates have been highly sensitive to the monetary policy of the Federal Reserve Board.
Accordingly, one significant risk assumed by investors in the securities is that the Federal Reserve Board may pursue a policy of raising
short-term interest rates, which, if historical patterns hold, would lead to a decrease in the CMS spread, possibly to a level that is below
0.00%. It is important to understand that, although the policies of the Federal Reserve Board have historically had a significant influence on
short-term interest rates, short-term interest rates are affected by many factors and may increase even in the absence of a Federal Reserve
Board policy to increase short-term interest rates. For example, short-term interest rates tend to rise when there is a worsening of the
perceived creditworthiness of the banks that participate in the interest rate swap and London interbank markets and when there is a
worsening of general economic and credit conditions. Furthermore, it is important to understand that the CMS spread may decrease even in
the absence of an increase in short-term interest rates because it, too, is influenced by many complex factors. Another circumstance when
the CMS spread has historically tended to fall and become negative is when the market expects an economic recession. Accordingly,
another significant risk assumed by investors in the securities is that the market may anticipate a recession or that there may be a
recession.

T he se c urit ie s m a y be c a lle d for m a nda t ory re de m pt ion a t our opt ion a ft e r t he first ye a r of t he ir t e rm , w hic h lim it s
your a bilit y t o re c e ive va ria ble c oupon pa ym e nt s if t he CM S spre a d a nd t he unde rlying indic e s pe rform fa vora bly.
In determining whether to redeem the securities, we will consider various factors, including then current market interest rates and our
expectations about payments we will be required to make on the securities in the future. If we call the securities for mandatory redemption,
we will do so at a time that is advantageous to us and without regard to your interests. We are more likely to redeem the securities at a
time when the CMS spread and underlying indices are performing favorably from your perspective and when we expect them to continue to
do so. Therefore, although the securities offer variable coupon payments after the first year following issuance of the securities with the
potential to result in a higher yield than the yield on our conventional debt securities of the same maturity, if the securities are paying that
higher yield and we expect them to continue to do so, it is more likely that we would redeem the securities. Accordingly, the

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Citigroup Global Markets Holdings Inc.

redemption feature of the securities is likely to limit the benefits you receive from the variable coupon payments. If we exercise our
redemption right prior to maturity, you may not be able to reinvest your funds in another investment that provides a similar yield with a
similar level of risk. Alternatively, if the CMS spread and/or an underlying index is performing unfavorably from your perspective or when we
expect it to do so in the future, we are less likely to call the securities, so that you may continue to hold securities paying below-market or
no interest for an extended period of time.

T he c losing le ve ls of t he unde rlying indic e s w ill not be obse rve d on c e rt a in da ys a nd w ill be a ssum e d t o be t he
sa m e a s on e a rlie r da ys, w hic h w ill c a use c e rt a in da ys t o ha ve a gre a t e r w e ight in de t e rm ining t he va ria ble
c oupon ra t e . With respect to an elapsed day on which the closing level of an underlying index is not available, the closing level of such
underlying index for that day will be deemed to be the same as on the immediately preceding elapsed day on which the level is
available. In addition, for purposes of determining whether the accrual condition is satisfied, for all elapsed days from and including the
fourth-to-last day that is a scheduled trading day for each underlying index in an accrual period to and including the last elapsed day of that
accrual period, the closing levels of the underlying indices will not be observed and will be assumed to be the same as on the elapsed day
immediately preceding such unobserved days. The relative weighting of the applicable preceding elapsed day will be magnified for
purposes of determining whether such elapsed day qualifies as an accrual day. Under these circumstances, if the applicable preceding
elapsed day is not an accrual day, each successive day on which the closing level of that underlying index is not observed will also not
qualify as an accrual day. As a result, to the extent that such preceding elapsed day is not an accrual day, such preceding elapsed day will
have a greater weight in determining the number of accrual days during an accrual period. This could adversely affect the amount of any
variable coupon payment.

T he re t urn on t he se c urit ie s w ill be lim it e d. The return on the securities will be limited to the sum of your coupon payments, even
if the closing level of an underlying index greatly exceeds its initial index level at one or more times during the term of the securities. The
maximum possible return on the securities after the first year is 8.00% per annum, which would be achieved only if (i) the relevant
contingent rate is 8.00% per annum for each accrual period, (ii) the closing level of each underlying index is greater than or equal to its
accrual barrier level on each elapsed day during the term of the securities, after the first year and (iii) the final index level of the worst
performing underlying index is greater than or equal to its final barrier level. Although you will bear the downside risk relating to the worst
performing underlying index if the worst performing underlying index depreciates below its final barrier level on the final valuation date, you
will not receive the dividend yield on, or share in any appreciation of, any underlying index over the term of the securities.

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 s of t he unde rlying indic e s. The fixed coupon
payments during the first year following issuance of the securities and the variable coupon payments you receive on the securities, if any,
after the first year are the compensation you receive for assuming the downside risks of the underlying indices, as well as all the other risks
of the securities. That compensation is effectively "at risk" and may, therefore, be less than you currently anticipate. First, the actual yield
you realize on the securities could be lower than you anticipate because the coupon payments after the first year are variable and you may
not receive any variable coupon payment after the first year. Second, the fixed coupon payments during the first year following issuance of
the securities and the variable coupon payments, if any, after the first year are the compensation you receive not only for assuming the
downside risk of the underlying indices, but also for all of the other risks of the securities, including interest rate risk, the risk that we may
call the securities and our and Citigroup Inc.'s credit risk. If those other risks increase or are otherwise greater than you currently anticipate,
the coupon payments may turn out to be inadequate to compensate you for all the risks of the securities, including the downside risk of the
underlying indices.

Y our 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 w orst pe rform ing unde rlying inde x on a single da y.
Because your payment at maturity (assuming we do not redeem the securities prior to maturity) depends on the closing level of the worst
performing underlying index solely on the final valuation date, you are subject to the risk that the closing level of the worst performing
underlying index 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 in another instrument linked to the worst performing underlying index 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 levels of the worst performing underlying index,
you might have achieved better returns.

T he se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc . If we default
on our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you
under the securities.

T he se c urit ie s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o m a t urit y.
The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. CGMI
currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the securities on a daily
basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI's sole discretion, taking into account
prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can be sold at that
price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any time and for any
reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the securities because it is likely that
CGMI will be the only broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be prepared to hold
the securities until maturity.

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