Bond Citi Global Markets 6.75% ( US17327P2948 ) in USD

Citi Global Markets

100 % ▲

United States

US17327P2948 ( in USD )

6.75% per year ( payment 2 times a year)

01/06/2029

Prospectus brochure of the bond Citigroup Global Markets Holdings US17327P2948 en USD 6.75%, maturity 01/06/2029

1 000 USD

17 252 000 USD

17327P294

N/A

01/06/2026 ( In 163 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 US17327P2948, pays a coupon of 6.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/06/2029

424B2 1 dp107596_424b2-us1971775.htm FORM 424B2
Pricing Supplement No. 2019--USNCH2480 to Product Supplement No. EA-04-08 dated February 15, 2019,
Underlying Supplement No. 8 dated February 21, 2019, Prospectus Supplement and Prospectus each dated May 14, 2018
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
Dated May 29, 2019
Citigroup Global Markets Holdings Inc. $17,252,140 Trigger Autocallable Contingent Yield Notes
Link e d t o t he Le a st Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X 5 0 ® I nde x Due J une 1 , 2 0 2 9
All pa ym e nt s due on t he not e s a re fully a nd unc ondit iona lly gua ra nt e e d by Cit igroup I nc .
I nve st m e nt De sc ript ion
The Trigger Autocallable Contingent Yield Notes (the "not e s") are unsecured, unsubordinated debt obligations of Citigroup Global
Markets Holdings Inc. (the "issue r "), guaranteed by Citigroup Inc. (the "gua ra nt or "), linked to the le a st pe rform ing of the
S&P 500® Index and the EURO STOXX 50® Index ( each, an "unde rlying "). The notes will pay a contingent coupon on each
quarterly coupon payment date if, a nd only if , the closing level of the least performing underlying on the related quarterly
valuation date is greater than or equal to its coupon barrier. If the closing level of the least performing underlying on a quarterly
valuation date is less than its coupon barrier, no contingent coupon will be paid on the related coupon payment date. Beginning
approximately one year after issuance, if the closing level of the least performing underlying on a quarterly valuation date is greater
than or equal to its initial underlying level, we will automatically call the notes and pay you the stated principal amount per note plus
the contingent coupon for that valuation date, and no further amounts will be owed to you. At maturity, if the notes have not
previously been automatically called, the amount you receive will depend on the final underlying level of the least performing
underlying on the final valuation date. If the final underlying level of the least performing underlying on the final valuation date is
greater than or equal to its downside threshold, you will receive the stated principal amount of your notes at maturity (plus a final
contingent coupon payment if the final underlying level of the least performing underlying is also greater than its coupon
barrier). However, if the notes have not been automatically called prior to maturity and the final underlying level of the least
performing underlying on the final valuation date is less than its downside threshold, you will receive less than the stated principal
amount of your notes at maturity, resulting in a loss that is proportionate to the decline in the closing level of the least performing
underlying from the trade date to the final valuation date, up to a 100% loss of your investment. On each valuation date, the least
performing underlying is the underlying with the lowest underlying return from the trade date to that valuation date. I nve st ing in
t he not e s involve s signific a nt risk s. Y ou m a y lose a subst a nt ia l port ion or a ll of your init ia l inve st m e nt . T he
st a t e d pa yout on t he not e s is ba se d sole ly on t he pe rform a nc e of t he le a st pe rform ing unde rlying. Y ou w ill
not be ne fit in a ny w a y from t he pe rform a nc e of t he be t t e r pe rform ing unde rlying. Y ou w ill t he re fore be
a dve rse ly a ffe c t e d if e it he r unde rlying pe rform s poorly, re ga rdle ss of t he pe rform a nc e of t he ot he r
unde rlying. Y ou w ill not re c e ive divide nds or ot he r dist ribut ions pa id on a ny st oc k s inc lude d in t he
unde rlyings or pa rt ic ipa t e in a ny a ppre c ia t ion of e it he r unde rlying. T he c ont inge nt re pa ym e nt of t he st a t e d
princ ipa l a m ount a pplie s only if you hold t he not e s t o m a t urit y or e a rlie r a ut om a t ic c a ll. Any pa ym e nt on
t he not e s, inc luding a ny re pa ym e nt of t he st a t e d princ ipa l a m ount , is subje c t t o t he c re dit w ort hine ss of t he
issue r a nd t he gua ra nt or a nd is not , e it he r dire c t ly or indire c t ly, a n obliga t ion of a ny t hird pa rt y. I f t he
issue r a nd t he gua ra nt or w e re t o de fa ult on t he ir pa ym e nt obliga t ions, you m a y not re c e ive a ny a m ount s
ow e d t o you unde r t he not e s a nd you c ould lose your e nt ire inve st m e nt .
Fe a t ure s
K e y Da t e s
Contingent Coupon -- We will pay you a contingent coupon on each
Trade date
May 29, 2019
quarterly coupon payment date if, a nd only if, the closing level of the
Settlement date
May 31, 2019
least performing underlying on the related valuation date is greater than or
Valuation dates1
Quarterly, beginning on
equal to its coupon barrier. Otherwise, no contingent coupon will be paid
August 29, 2019
for that quarter.
(See page PS-6)
Automatic Call -- Beginning approximately one year after issuance, we
Final valuation date1
May 29, 2029
will automatically call the notes and pay you the stated principal amount
Maturity date
June 1, 2029
per note plus a final contingent coupon payment if the closing level of the
1 See page PS-6 for additional details.
least performing underlying on a quarterly valuation date is greater than or
equal to its initial underlying level. If the notes are not automatically called,
investors may have full downside market exposure to the least performing
underlying at maturity.
Dow nside Exposure w ith Contingent Repayment of Principal
a t M a t urit y -- If the notes are not automatically called prior to maturity
and the final underlying level of the least performing underlying on the final
valuation date is greater than or equal to its downside threshold, you will
receive the stated principal amount of your notes at maturity (plus a final
contingent coupon payment if the final underlying level of the least
performing underlying is also greater than its coupon barrier). However, if
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the final underlying level of the least performing underlying on the final
valuation date is less than its downside threshold, you will receive less
than the stated principal amount of your notes at maturity, resulting in a
loss that is proportionate to the decline in the closing level of the least
performing underlying from the trade date to the final valuation date, up to
a 100% loss of your investment. Any pa ym e nt on t he not e s is
subje c t t o t he c re dit w ort hine ss of t he issue r a nd gua ra nt or. I f
t he issue r a nd t he gua ra nt or w e re t o de fa ult on t he ir
obliga t ions, you m ight not re c e ive a ny a m ount s ow e d t o you
unde r t he not e s a nd you c ould lose your e nt ire inve st m e nt .
N OT I CE T O I N V EST ORS: T H E N OT ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT
I N ST RU M EN T S. T H E I SSU ER I S N OT N ECESSARI LY OBLI GAT ED T O REPAY T H E ST AT ED PRI N CI PAL
AM OU N T OF T H E N OT ES AT M AT U RI T Y , AN D T H E N OT ES CAN H AV E DOWN SI DE M ARK ET RI SK SI M I LAR T O
T H E LEAST PERFORM I N G U N DERLY I N G. T H I S M ARK ET RI SK I S I N ADDI T I ON T O T H E CREDI T RI SK
I N H EREN T I N PU RCH ASI N G A DEBT OBLI GAT I ON OF CI T I GROU P GLOBAL M ARK ET S H OLDI N GS I N C. T H AT
I S GU ARAN T EED BY CI T I GROU P I N C. Y OU SH OU LD N OT PU RCH ASE T H E N OT ES I F Y OU DO N OT
U N DERST AN D OR ARE N OT COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S I N V OLV ED I N I N V EST I N G I N
T H E N OT ES.
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER ``SU M M ARY RI SK FACT ORS''
BEGI N N I N G ON PAGE PS-7 OF T H I S PRI CI N G SU PPLEM EN T AN D U N DER ``RI SK FACT ORS RELAT I N G T O T H E
SECU RI T I ES'' BEGI N N I N G ON PAGE EA-7 OF T H E ACCOM PAN Y I N G PRODU CT SU PPLEM EN T I N
CON N ECT I ON WI T H Y OU R PU RCH ASE OF T H E N OT ES. EV EN T S RELAT I N G T O AN Y OF T H OSE RI SK S, OR
OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT T H E M ARK ET V ALU E OF, AN D T H E
RET U RN ON , Y OU R N OT ES. Y OU M AY LOSE SOM E OR ALL OF Y OU R I N I T I AL I N V EST M EN T I N T H E N OT ES.
T H E N OT ES WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES EX CH AN GE AN D M AY H AV E LI M I T ED OR N O
LI QU I DI T Y .
N ot e s Offe ring
We are offering Trigger Autocallable Contingent Yield Notes Linked to the Least Performing of the S&P 500® Index and the EURO
STOXX 50® Index. Any payment on the notes will be based on the performance of the least performing underlying. The notes are
our unsecured, unsubordinated debt obligations, guaranteed by Citigroup Inc., and are offered for a minimum investment of 100
notes at the issue price described below.
Cont inge nt
Dow nside
U nde rlyings
Coupon Ra t e I nit ia l U nde rlying Le ve ls Coupon Ba rrie rs
T hre sholds
CU SI P/I SI N
1,948.114, which is 1,391.510, which is
S&P 500® Index
70% of the
50% of the
2,783.02
(Ticker: SPX)
applicable initial
applicable initial
underlying level
underlying level
17327P294 /
6.75% per annum
2,308.467, which is 1,648.905, which is US17327P2948
EURO STOXX 50® Index
70% of the
50% of the
3,297.81
(Ticker: SX5E)
applicable initial
applicable initial
underlying level
underlying level
Se e "Addit iona l T e rm s Spe c ific t o t he N ot e s" in t his pric ing supple m e nt . T he not e s w ill ha ve t he t e rm s
spe c ifie d in t he a c c om pa nying produc t supple m e nt , prospe c t us supple m e nt a nd prospe c t us, a s
supple m e nt e d by t his pric ing supple m e nt .
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of
the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense. The notes
are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental
agency.

I ssue Pric e (1)
U nde rw rit ing Disc ount (2)
Proc e e ds t o I ssue r
Per note
$10.00
$0.35
$9.65
Total
$17,252,140.00
$603,824.90
$16,648,315.10
(1) On the date of this pricing supplement, the estimated value of the notes is $9.62308 per note, which is less than the issue
price. The estimated value of the notes is based on proprietary pricing models of Citigroup Global Markets Inc. ("CGM I ") and our
internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any,
at which CGMI or any other person may be willing to buy the notes from you at any time after issuance. See "Valuation of the
Notes" in this pricing supplement.
(2) The underwriting discount is $0.35 per note. CGMI, acting as principal, has agreed to purchase from Citigroup Global Markets
Holdings Inc., and Citigroup Global Markets Holdings Inc. has agreed to sell to CGMI, the aggregate stated principal amount of the
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notes set forth above for $9.65 per note. UBS Financial Services Inc. ("U BS "), acting as agent for sales of the notes, has agreed
to purchase from CGMI, and CGMI has agreed to sell to UBS, all of the notes for $9.65 per note. UBS will receive an underwriting
discount of $0.35 per note for each note it sells in this offering. UBS proposes to offer the notes to the public at a price of $10.00
per note. For additional information on the distribution of the notes, see "Supplemental Plan of Distribution" in this pricing
supplement. In addition to the underwriting discount, CGMI and its affiliates may profit from hedging activity related to this offering,
even if the value of the notes declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
Cit igroup Globa l M a rk e t s I nc .
U BS Fina nc ia l Se rvic e s I nc .

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

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

¨ Product Supplement No. EA-04-08 dated February 15, 2019:
https://www.sec.gov/Archives/edgar/data/200245/000095010319002058/dp102378_424b2-psea0408cb.htm

¨ Underlying Supplement No. 8 dated February 21, 2019:
https://www.sec.gov/Archives/edgar/data/200245/000095010319002215/dp102549_424b2-us8.htm

¨ Prospectus Supplement and Prospectus each dated May 14, 2018:
https://www.sec.gov/Archives/edgar/data/200245/000119312518162183/d583728d424b2.htm

References to "Citigroup Global Markets Holdings Inc.," "Citigroup," "we," "our" and "us" refer to Citigroup Global Markets Holdings
Inc. and not to any of its subsidiaries. References to "Citigroup Inc." refer to Citigroup Inc. and not to any of its subsidiaries. In this
pricing supplement, "notes" refers to the Trigger Autocallable Contingent Yield Notes Linked to the Least Performing of the S&P
500® Index and the EURO STOXX 50® Index that are offered hereby, unless the context otherwise requires.

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

PS-2

I nve st or Suit a bilit y
The suitability considerations identified below are not exhaustive. Whether or not the notes are a suitable investment for you will
depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal,
tax, accounting and other advisors have carefully considered the suitability of an investment in the notes in light of your particular
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circumstances. You should also review "Summary Risk Factors" beginning on page PS-7 of this pricing supplement, "The S&P
500® Index" beginning on page PS-15 of this pricing supplement, "The EURO STOXX 50® Index" beginning on page PS-16 of this
pricing supplement, "Risk Factors Relating to the Securities" beginning on page EA-7 of the accompanying product supplement,
"Equity Index Descriptions--The S&P U.S. Indices" beginning on page US-111 of the accompanying underlying supplement and
"Equity Index Descriptions--The EURO STOXX 50® Index" beginning on page US-32 of the accompanying underlying supplement.

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

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

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

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

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

¨ You believe the closing level of each underlying will be
¨ You believe the closing level of either underlying will be less
greater than or equal to its downside threshold on the final
than its respective downside threshold on the final valuation
valuation date, and, if the closing level of either underlying
date, exposing you to the full downside performance of the
is below its downside threshold on the final valuation date,
least performing underlying.
you can tolerate a loss of all or a substantial portion of

your investment.
¨ You require an investment designed to guarantee a full

return of the stated principal amount at maturity.
¨ You can tolerate fluctuations in the value of the notes prior

to maturity that may be similar to or exceed the downside
¨ You cannot tolerate fluctuations in the value of the notes
fluctuations in the level of the least performing underlying.
prior to maturity that may be similar to or exceed the

downside fluctuations in the level of the least performing
¨ You understand that your return will be based on the
underlying.
performance of the least performing underlying and you

will not benefit from the performance of the other
¨ You are unwilling to accept that your return will be based on
underlying.
the performance of the least performing underlying, or you

seek an investment based on the performance of a basket
¨ You are willing to hold notes that will be called on the
composed of the underlyings.
earliest valuation date (beginning one year after issuance)

on which the closing level of the least performing
¨ You are unwilling to hold notes that will be called on the
underlying is greater than or equal to its respective initial
earliest valuation date (beginning one year after issuance)
underlying level, and you are otherwise willing to hold such
on which the closing level of the least performing
notes to maturity.
underlying is greater than or equal to its respective initial

underlying level, or you are otherwise unable or unwilling to
¨ You are willing to make an investment whose positive
hold such notes to maturity.
return is limited to the contingent coupon payments,

regardless of the potential appreciation of the underlyings,
¨ You seek an investment that participates in the full
which could be significant.
appreciation of the underlyings and whose positive return is

not limited to the contingent coupon payments.
¨ You are willing to invest in the notes based on the

contingent coupon rate indicated on the cover page of this
¨ You are unwilling to invest in the notes based on the
pricing supplement.
contingent coupon rate indicated on the cover page of this
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pricing supplement.
¨ You are willing to invest in the notes based on the coupon

barriers and downside thresholds indicated on the cover
¨ You are unwilling to invest in the notes based on the coupon
page of this pricing supplement.
barriers and downside thresholds indicated on the cover

page of this pricing supplement.
¨ You are willing and able to hold the notes to maturity, and

accept that there may be little or no secondary market for
¨ You seek an investment for which there will be an active
the notes and that any secondary market will depend in
secondary market.
large part on the price, if any, at which CGMI is willing to

purchase the notes.
¨ You seek guaranteed current income from this investment or

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

for the term of the notes.
¨ You prefer the lower risk of conventional fixed income

investments with comparable maturities and credit ratings.
¨ You are willing to assume the credit risk of Citigroup Global

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

PS-3

Fina l T e rm s
Payment at maturity I f t he not e s a re not a ut om a t ic a lly
Issuer
Citigroup Global Markets Holdings Inc.
(per $10.00 stated
c a lle d prior t o m a t urit y a nd t he
Guarantee
All payments due on the notes are fully
principal amount of
fina l unde rlying le ve l of t he le a st
and unconditionally guaranteed by
notes)
pe rform ing unde rlying on t he fina l
Citigroup Inc.
va lua t ion da t e is gre a t e r t ha n or
Issue price
100% of the stated principal amount per
e qua l t o it s c oupon ba rrie r, we will
note
pay you the $10.00 stated principal
Stated principal
$10.00 per note
amount plus the contingent coupon with
amount per note
respect to the final valuation date.
Term
Approximately ten years, unless earlier

automatically called
I f t he not e s a re not a ut om a t ic a lly
Trade date
May 29, 2019
c a lle d prior t o m a t urit y a nd t he
Settlement date
May 31, 2019
fina l unde rlying le ve l of t he le a st
pe rform ing unde rlying on t he fina l
Final valuation date1 May 29, 2029
va lua t ion da t e is le ss t ha n it s
Maturity date
June 1, 2029
c oupon ba rrie r but gre a t e r t ha n or
Underlyings
S&P 500® Index (Ticker: SPX)
e qua l t o it s dow nside t hre shold ,
EURO STOXX 50® Index (Ticker:
we will pay you the $10.00 stated
SX5E)
principal amount but no contingent
Automatic call feature The notes will be automatically called if
coupon.
the closing level of the least performing

underlying on any valuation date
I f t he not e s a re not a ut om a t ic a lly
occurring on or after May 29, 2020 is
c a lle d prior t o m a t urit y a nd t he
greater than or equal to its initial
fina l unde rlying le ve l of t he le a st
underlying level.
pe rform ing unde rlying on t he fina l
If the notes are automatically called, we
va lua t ion da t e is le ss t ha n it s
will pay you on the applicable coupon
dow nside t hre shold, we will pay you
payment date a cash payment per
a cash payment on the maturity date that
$10.00 stated principal amount of each
is less than your stated principal amount
note equal to the stated principal amount
and may be zero, resulting in a loss that
per note plus the contingent coupon for
is proportionate to the negative underlying
the applicable valuation date.
return of the least performing underlying
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After the notes are automatically called,
on the final valuation date, equal to:
no further payments will be made on the

notes.
$10.00 × (1 + underlying return of the
Valuation dates1
See "Valuation Dates/Coupon Payment
least performing underlying on the final
Dates for the Offering of the Notes" on
valuation date)
page PS-6.

Coupon payment
Three (3) business days following the
Accordingly, you may lose all or a
dates
applicable valuation date, except that the
substantial portion of your stated
coupon payment date for the final
principal amount at maturity,
valuation date is the maturity date. See
depending on how significantly the
"Valuation Dates/Coupon Payment Dates
least performing underlying declines.
for the Offering of the Notes" on page
Least performing
On each valuation date, including the final
PS-6.
underlying
valuation date, the underlying with the
Contingent
If the closing level of the least performing
lowest underlying return as of that
coupon/contingent
underlying on a quarterly valuation date
valuation date.
coupon rate
is greater than or equal to its coupon
Underlying return
For any underlying on any valuation date,
barrier, we will make a contingent
calculated as follows:
coupon payment with respect to that
current underlying level initial underlying
valuation date on the related coupon
level
payment date.
initial underlying level
However, if the closing level of the least
Downside threshold
For any underlying, 50% of the applicable
performing underlying on a quarterly
initial underlying level, as specified on the
valuation date is below its coupon
cover page of this pricing supplement.
barrier, no contingent coupon will be
Coupon barrier
For any underlying, 70% of the applicable
payable on the related coupon payment
initial underlying level, as specified on the
date.
cover page of this pricing supplement.
Each contingent coupon payment will be
Initial underlying level For any underlying, its closing level on the
in the amount of $0.16875 for each
trade date, as specified on the cover page
$10.00 stated principal amount note
of this pricing supplement.
(based on the per annum contingent
Current underlying
For any underlying and any valuation
coupon rate of 6.75%) and will be
level
date, the closing level of that underlying
payable with respect to each valuation
on that valuation date.
date on which the closing level of the
Final underlying level For any underlying, its closing level on the
least performing underlying on that
final valuation date.
valuation date is greater than or equal to
I N V EST I N G I N T H E N OT ES I N V OLV ES SI GN I FI CAN T
its coupon barrier.
RI SK S. Y OU M AY LOSE A SU BST AN T I AL PORT I ON
Cont inge nt c oupon pa ym e nt s on
OR ALL OF Y OU R I N I T I AL I N V EST M EN T . T H E
t he not e s a re not gua ra nt e e d. We
CON T I N GEN T REPAY M EN T OF T H E ST AT ED
w ill not pa y you t he c ont inge nt
PRI N CI PAL AM OU N T APPLI ES ON LY I F Y OU H OLD
c oupon for a ny va lua t ion da t e on
T H E N OT ES T O M AT U RI T Y . AN Y PAY M EN T ON T H E
w hic h t he c losing le ve l of le a st
N OT ES I S SU BJ ECT T O T H E CREDI T WORT H I N ESS
pe rform ing unde rlying on t ha t
OF T H E I SSU ER AN D T H E GU ARAN T OR. I F
va lua t ion da t e is le ss t ha n it s
CI T I GROU P GLOBAL M ARK ET S H OLDI N GS I N C. AN D
c oupon ba rrie r.
CI T I GROU P I N C. WERE T O DEFAU LT ON T H EI R
OBLI GAT I ON S, Y OU M I GH T N OT RECEI V E AN Y
AM OU N T S OWED T O Y OU U N DER T H E N OT ES AN D
Y OU COU LD LOSE Y OU R EN T I RE I N V EST M EN T .

_________________
1 Subject to postponement as described under "Description of the Securities--Consequences of a Market Disruption Event; Postponement of a
Valuation Date" in the accompanying product supplement.
PS-4

I nve st m e nt T im e line

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

If the closing level of the least performing
underlying on any quarterly valuation date
is greater than or equal to its coupon
barrier, we will pay you a contingent
coupon on the related coupon payment
date. However, if the closing level of the
least performing underlying on any
quarterly valuation date is below its coupon
barrier, no coupon will be payable on the
related coupon payment date.

Qua rt e rly
The notes will be automatically called if the
(a ut oc a lla ble
closing level of the least performing
a ft e r one
underlying on any valuation date (beginning
ye a r)
one year after issuance) is greater than or
equal to its initial underlying level.

If the notes are automatically called on any
valuation date, we will pay the stated
principal amount plus the applicable
contingent coupon on the related coupon
payment date.

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

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

I f t he fina l unde rlying le ve l of t he
le a st pe rform ing unde rlying on t he
fina l va lua t ion da t e is gre a t e r t ha n
or e qua l t o it s c oupon ba rrie r, we
will pay you the $10.00 stated principal
amount plus the contingent coupon with
respect to the final valuation date.

I f t he fina l unde rlying le ve l of t he
le a st pe rform ing unde rlying on t he
M a t urit y da t e
fina l va lua t ion da t e is le ss t ha n it s
(if not
c oupon ba rrie r but gre a t e r t ha n or
pre viously
e qua l t o it s dow nside t hre shold , we
a ut om a t ic a lly will pay the $10.00 stated principal amount
c a lle d)
but no contingent coupon.

I f t he fina l unde rlying le ve l of t he
le a st pe rform ing unde rlying on t he
fina l va lua t ion da t e is le ss t ha n it s
dow nside t hre shold , we will pay you a
cash payment on the maturity date that is
less than your stated principal amount and
may be zero, resulting in a loss that is
proportionate to the negative underlying
return of the least performing underlying on
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the final valuation date, equal to:

$10.00 × (1 + underlying return of the least
performing underlying on the final valuation
date)

PS-5

V a lua t ion Da t e s/Coupon Pa ym e nt Da t e s for t he Offe ring of t he N ot e s
V a lua t ion Da t e s 1
Coupon Pa ym e nt Da t e s
August 29, 2019*
September 4, 2019
November 29, 2019*
December 4, 2019
February 28, 2020*
March 4, 2020
May 29, 2020
June 3, 2020
August 28, 2020
September 2, 2020
November 30, 2020
December 3, 2020
February 26, 2021
March 3, 2021
May 28, 2021
June 3, 2021
August 31, 2021
September 3, 2021
November 29, 2021
December 2, 2021
February 28, 2022
March 3, 2022
May 31, 2022
June 3, 2022
August 30, 2022
September 2, 2022
November 29, 2022
December 2, 2022
February 28, 2023
March 3, 2023
May 30, 2023
June 2, 2023
August 29, 2023
September 1, 2023
November 29, 2023
December 4, 2023
February 29, 2024
March 5, 2024
May 29, 2024
June 3, 2024
August 29, 2024
September 4, 2024
November 29, 2024
December 4, 2024
February 28, 2025
March 5, 2025
May 29, 2025
June 3, 2025
August 29, 2025
September 4, 2025
November 28, 2025
December 3, 2025
February 27, 2026
March 4, 2026
May 29, 2026
June 3, 2026
August 28, 2026
September 2, 2026
November 30, 2026
December 3, 2026
February 26, 2027
March 3, 2027
May 28, 2027
June 3, 2027
August 31, 2027
September 3, 2027
November 29, 2027
December 2, 2027
February 29, 2028
March 3, 2028
May 30, 2028
June 2, 2028
August 29, 2028
September 1, 2028
November 29, 2028
December 4, 2028
February 28, 2029
March 5, 2029
May 29, 2029
June 1, 2029
*The notes are NOT automatically callable until the fourth valuation date, which is May 29, 2020.

1 Subject to postponement as described under "Description of the Securities--Consequences of a Market Disruption Event; Postponement of a
Valuation Date" in the accompanying product supplement.

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PS-6

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

The following is a summary of certain key risk factors for investors in the notes. You should read this summary together with the
more detailed description of risks relating to an investment in the notes contained in the section "Risk Factors Relating to the
Securities" beginning on page EA-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.

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

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

¨
T he not e s a re subje c t t o t he risk s of bot h of t he unde rlyings a nd w ill be ne ga t ive ly a ffe c t e d if e it he r of
t he unde rlyings pe rform s poorly, e ve n if t he ot he r unde rlying pe rform s w e ll -- You are subject to risks
associated with both of the underlyings. If either of the underlyings performs poorly, you will be negatively affected, even if the
other underlying performs well. The notes are not linked to a basket composed of the underlyings, where the better
performance of one could ameliorate the poor performance of the other. Instead, you are subject to the full risks of whichever
of the underlyings is the least performing underlying on each valuation date. Furthermore, the risk that you will not receive the
coupon and that you will lose some or all of your initial investment in the notes is greater if you invest in the notes as opposed
to notes that are linked to the performance of a single underlying if their terms are otherwise substantially similar. With a greater
total number of underlyings, it is more likely that an underlying will be below its coupon barrier or downside threshold on a
valuation date or the final valuation date, as applicable, and therefore it is more likely that you will not receive any contingent
coupon and that at maturity, you will receive an amount in cash which is worth less than your principal amount.

¨
Y ou w ill not be ne fit in a ny w a y from t he pe rform a nc e of t he be t t e r pe rform ing unde rlying -- The return on
the notes depends solely on the performance of the least performing underlying, and you will not benefit in any way from the
performance of the better performing underlying. The notes may underperform a similar investment in both of the underlyings
or a similar alternative investment linked to a basket composed of the underlyings, since in either such case the performance of
the better performing underlying would be blended with the performance of the least performing underlying, resulting in a better
return than the return of the least performing underlying.

¨
Y ou w ill be subje c t t o risk s re la t ing t o t he re la t ionship be t w e e n t he unde rlyings -- It is preferable from your
perspective for the underlyings to be correlated with each other, in the sense that they tend to increase or decrease at similar
times and by similar magnitudes. By investing in the notes, you assume the risk that the underlyings will not exhibit this
relationship. The less correlated the underlyings, the more likely it is that either one of the underlyings will perform poorly over
the term of the notes. All that is necessary for the notes to perform poorly is for one of the underlyings to perform poorly; the
performance of the underlying that is not the least performing underlying is not relevant to your return on the notes. It is
impossible to predict what the relationship between the underlyings will be over the term of the notes. T he S& P 5 0 0 ® I nde x
re pre se nt s la rge c a pit a liza t ion st oc k s in t he U nit e d St a t e s a nd t he EU RO ST OX X 5 0 ® I nde x re pre se nt s
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la rge c a pit a liza t ion st oc k s in t he Eurozone . Ac c ordingly, t he unde rlyings re pre se nt m a rk e t s t ha t diffe r in
signific a nt w a ys a nd, t he re fore , m a y not be c orre la t e d w it h e a c h ot he r.

¨
H ighe r c ont inge nt c oupon ra t e s a re a ssoc ia t e d w it h gre a t e r risk -- The notes offer contingent coupon payments
at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt
securities of the same maturity. This higher potential yield is associated with greater levels of expected risk as of the trade date
for the notes, including the risks that you may not receive a contingent coupon payment on one or more, or any, coupon
payment dates, the notes will not be automatically called and the amount you receive at maturity may be significantly less than
the stated principal amount of your notes and may be zero. The volatility of and the correlation between the underlyings are
important factors affecting these risks. Greater expected volatility of, and lower expected correlation between, the underlyings
as of the trade date may result in a higher contingent coupon rate, but would also represent a greater expected likelihood as of
the trade date that (i) the closing level of the least performing underlying will be less than the applicable coupon barrier on one
or more valuation dates, such that you will not receive one or more, or any, contingent

PS-7

coupon payments during the term of the notes, (ii) the closing level of the least performing underlying will be less than the
applicable initial underlying level on each valuation date, such that the notes are not automatically called and (iii) the closing
level of the least performing underlying will be less than the applicable downside threshold on the final valuation date, such that
you will not be repaid the stated principal amount of your notes at maturity.

¨
Y ou m a y not be a de qua t e ly c om pe nsa t e d for a ssum ing t he dow nside risk of t he le a st pe rform ing
unde rlying -- The potential contingent coupon payments on the notes are the compensation you receive for assuming the
downside risk of the least performing underlying, as well as all the other risks of the notes. That compensation is effectively "at
risk" and may, therefore, be less than you currently anticipate. First, the actual yield you realize on the notes could be lower
than you anticipate because the coupon is "contingent" and you may not receive a contingent coupon payment on one or more,
or any, of the coupon payment dates. Second, the contingent coupon payments are the compensation you receive not only for
the downside risk of the least performing underlying, but also for all of the other risks of the notes, including the risk that the
notes may be called prior to maturity, interest rate risk and our and Citigroup Inc.'s credit risk. If those other risks increase or
are otherwise greater than you currently anticipate, the contingent coupon payments may turn out to be inadequate to
compensate you for all the risks of the notes, including the downside risk of the least performing underlying.

¨
T he not e s a re risk ie r t ha n se c urit ie s w it h a short e r t e rm -- The notes are relatively long-dated. Because the notes
are relatively long-dated, the risks of the notes are heightened as compared to securities with a shorter term because, unless
the notes are automatically called, you will be subject to those risks for a longer period of time. In addition, the value of a
longer-dated security is typically less than the value of an otherwise comparable security with a shorter term.

¨
T he not e s offe r dow nside e x posure t o t he le a st pe rform ing unde rlying, but no upside e x posure t o e it he r
unde rlying -- You will not participate in any appreciation in the level of the underlyings over the term of the notes.
Consequently, your return on the notes will be limited to the contingent coupon payments you receive, if any, and may be
significantly less than the return on the underlyings over the term of the notes. In addition, you will not receive any dividends or
other distributions or have any other rights with respect to the underlyings or the stocks included in the underlyings.

¨
T he pe rform a nc e of t he not e s w ill de pe nd on t he c losing le ve ls of t he unde rlyings sole ly on t he re le va nt
va lua t ion da t e s, w hic h m a k e s t he not e s pa rt ic ula rly se nsit ive t o t he vola t ilit y of t he unde rlyings --
Whether the contingent coupon will be paid for any given quarter will depend on the closing levels of the underlyings solely on
the applicable quarterly valuation dates, regardless of the closing levels of the underlyings on other days during the term of the
notes. If the notes are not automatically called, what you receive at maturity will depend solely on the closing level of the least
performing underlying on the final valuation date, and not on any other day during the term of the notes. Because the
performance of the notes depends on the closing levels of the underlyings on a limited number of dates, the notes will be
particularly sensitive to volatility in the closing levels of the underlyings. You should understand that both of the underlyings
have historically been highly volatile.

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