Obbligazione Citi Global Markets 9.25% ( US17327P5917 ) in USD

Emittente Citi Global Markets
Prezzo di mercato 100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US17327P5917 ( in USD )
Tasso d'interesse 9.25% per anno ( pagato 2 volte l'anno)
Scadenza 10/06/2022 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Citigroup Global Markets Holdings US17327P5917 in USD 9.25%, scaduta


Importo minimo 1 000 USD
Importo totale 3 199 000 USD
Cusip 17327P591
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Citigroup Global Markets Holdings č una sussidiaria di Citigroup Inc. che opera nel settore dei mercati finanziari globali, offrendo servizi di trading, intermediazione e gestione degli investimenti a clienti istituzionali e investitori privati.

Citigroup Global Markets Holdings ha rimborsato integralmente l'obbligazione con codice ISIN US17327P5917 (CUSIP 17327P591), emessa negli Stati Uniti al prezzo del 100% in dollari USA, con un tasso di interesse del 9,25%, dimensione totale di emissione di 3.199.000 unitā, taglio minimo di 1.000 unitā, scadenza il 10/06/2022 e frequenza di pagamento semestrale.







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424B2 1 dp108403_424b2-us1972475.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings
June 7, 2019
Medium-Term Senior Notes, Series N
Inc.
Pricing Supplement No. 2019-USNCH2501
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-
224495-03
319,879 Contingent Income Auto-Cal able Securities Due June 10, 2022
Based on the Performance of the Common Stock of Cisco Systems, Inc.
Principal at Risk Securities
Overview
The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets
Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for quarterly contingent coupon
payments at an annualized rate that, if al are paid, would produce a yield that is general y higher than the yield on our
conventional debt securities of the same maturity. In exchange for this higher potential yield, you must be wil ing to
accept the risks that (i) your actual yield may be lower than the yield on our conventional debt securities of the same
maturity because you may not receive one or more, or any, contingent coupon payments; (i ) your actual yield may be
negative because your payment at maturity may be significantly less than the stated principal amount of your securities,
and possibly zero; and (i i) the securities may be automatical y redeemed prior to maturity beginning approximately three
months after the issue date. Each of these risks wil depend on the performance of the shares of common stock of Cisco
Systems, Inc. (the "underlying shares"), as described below. Although you wil be exposed to downside risk with respect
to the underlying shares, you wil not participate in any appreciation of the underlying shares or receive any dividends
paid on the underlying shares.
Investors in the securities must be wil ing to accept (i) an investment that may have limited or no liquidity and (i ) the risk
of not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations. All payments
on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
KEY TERMS

Issuer:
Citigroup Global Markets Holdings Inc., a whol y owned subsidiary of Citigroup Inc.
Guarantee:
Al payments due on the securities are ful y and unconditional y guaranteed by Citigroup Inc.
Underlying shares:
Shares of common stock of Cisco Systems, Inc. (ticker symbol: "CSCO") (the "underlying
share issuer")
Aggregate stated principal $3,198,790
amount:
Stated principal amount:
$10 per security
Pricing date:
June 7, 2019
Issue date:
June 12, 2019. See "Supplemental Plan of Distribution" in this pricing supplement for
additional information.
Valuation dates:
September 9, 2019, December 9, 2019, March 9, 2020, June 8, 2020, September 8, 2020,
December 7, 2020, March 8, 2021, June 7, 2021, September 7, 2021, December 7, 2021,
March 7, 2022 and June 7, 2022 (the "final valuation date"), each subject to postponement
if such date is not a scheduled trading day or if certain market disruption events occur.
Maturity date:
Unless earlier redeemed, June 10, 2022
Contingent coupon paymentFor each valuation date, the third business day after such valuation date, except that the
dates:
contingent coupon payment date for the final valuation date wil be the maturity date.
Contingent coupon:
On each quarterly contingent coupon payment date, unless previously redeemed, the
securities wil pay a contingent coupon equal to 2.3125% of the stated principal amount of
the securities (approximately 9.25% per annum) if and only if the closing price of the
underlying shares on the related valuation date is greater than or equal to the downside
threshold price. If the closing price of the underlying shares on any quarterly
valuation date is less than the downside threshold price, you will not receive any
contingent coupon payment on the related contingent coupon payment date.
Automatic early redemption:If, on any potential redemption date, the closing price of the underlying shares is greater
than or equal to the initial share price, each security you then hold wil be automatical y
redeemed on the related contingent coupon payment date for an amount in cash equal to
the early redemption payment. If the securities are redeemed, no further payments wil be
made.
Early redemption payment: The stated principal amount of $10 per security plus the related contingent coupon payment
Potential redemption dates: Each quarterly valuation date beginning in September 2019 and ending in March 2022
Payment at maturity:
If the securities are not automatical y redeemed prior to maturity, for each $10 stated
principal amount security you hold at maturity, you wil receive cash in an amount
determined as fol ows:

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If the final share price is greater than or equal to the downside threshold price: $10 +
the contingent coupon payment due at maturity

If the final share price is less than the downside threshold price: $10 + ($10 × the share
return)

If the final share price is less than the downside threshold price, you will receive less,
and possibly significantly less, than 75.00% of the stated principal amount of your
securities at maturity, and you will not receive any contingent coupon payment at
maturity.
Initial share price:
$55.93, the closing price of the underlying shares on the pricing date
Final share price:
The closing price of the underlying shares on the final valuation date
Downside threshold price: $41.948, 75.00% of the initial share price
Share return:
(i) The final share price minus the initial share price, divided by (i ) the initial share price
Listing:
The securities wil not be listed on any securities exchange
CU
C S
U I
S P
I
P / ISIN:
17327P591 / US17327P5917
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and issue
price:
Issue price(1)(2)
Underwriting fee
Proceeds to issuer
Per security:
$10.00
$0.20(2)
$9.75


$0.05(3)

Total:
$3,198,790.00
$79,969.75
$3,118,820.25
(1) On the date of this pricing supplement, the estimated value of the securities is $9.750 per security, which is less than the issue price. The estimated
value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other
of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be wil ing to buy the securities from you at any time after
issuance. See "Valuation of the Securities" in this pricing supplement.

(2) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal and wil receive an
underwriting fee of $0.25 for each $10 security sold in this offering. Certain selected dealers, including Morgan Stanley Wealth Management, and their
financial advisors wil col ectively receive from CGMI a fixed sel ing concession of $0.20 for each $10 security they sel . Additional y, it is possible that
CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See "Use of Proceeds and
Hedging" in the accompanying prospectus.

(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by CGMI of $0.05 for each security.

Investing in the securities involves risks not associated with an investment in
conventional debt securities. See "Summary Risk Factors" beginning on page PS-9.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved
or disapproved of the securities or determined that this pricing supplement and the accompanying product
supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary
is a criminal offense.

You should read this pricing supplement together with the accompanying product supplement, prospectus
supplement and prospectus, each of which can be accessed via the hyperlinks below:

Product Supplement No. EA-04-08 dated February 15, 2019 Prospectus Supplement and Prospectus each
dated May 14, 2018

The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.


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Citigroup Global Markets Holdings Inc.
319,879 Contingent Income Auto-Cal able Securities Due June 10, 2022

Based on the Performance of the Common Stock of Cisco Systems, Inc.

Principal at Risk Securities


Additional Information

General. 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 whether you receive a contingent coupon payment on a contingent coupon payment date as
wel as your payment at maturity or, in the case of a delisting of the underlying shares, could give us the right to cal the
securities prior to maturity for an amount that may be less than the stated principal amount. These events, including
market disruption events and other events affecting the underlying shares, 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," "Description of the Securities--Certain Additional Terms for Securities Linked to
an Underlying Company or an Underlying ETF--Dilution and Reorganization Adjustments" and "--Delisting of an
Underlying Company," and not in this pricing supplement. It is important that you read the accompanying product
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.

Dilution and Reorganization Adjustments. The initial share price and the downside threshold price are each a "Relevant
Price" for purposes of the section "Description of the Securities-- Certain Additional Terms for Securities Linked to an
Underlying Company or an Underlying ETF--Dilution and Reorganization Adjustments" in the accompanying product
supplement. Accordingly, the initial share price and the downside threshold price are each subject to adjustment upon the
occurrence of any of the events described in that section.

Investment Summary

The securities provide an opportunity for investors to earn a quarterly contingent coupon payment, which is an amount
equal to $0.23125 (2.3125% of the stated principal amount) per security, with respect to each quarterly valuation date on
which the closing price of the underlying shares is greater than or equal to 75.00% of the initial share price, which we refer
to as the downside threshold price. The quarterly contingent coupon payment, if any, wil be payable quarterly on the
relevant contingent coupon payment date, which is the third business day after the related valuation date or, in the case of
the quarterly contingent coupon payment, if any, with respect to the final valuation date, the maturity date. If the closing
price of the underlying shares is less than the downside threshold price on any valuation date, investors wil receive no
quarterly contingent coupon payment for the related quarterly period. It is possible that the closing price of the underlying
shares could be below the downside threshold price on most or al of the valuation dates so that you wil receive few or no
quarterly contingent coupon payments. We refer to these payments as contingent because there is no guarantee that you
wil receive a payment on any contingent coupon payment date. Even if the closing price of the underlying shares was at or
above the downside threshold price on some quarterly valuation dates, the closing price of the underlying shares may
fluctuate below the downside threshold price on others.

If the closing price of the underlying shares is greater than or equal to the initial share price on any potential redemption
date (beginning approximately three months after the issue date), the securities wil be automatical y redeemed for an early
redemption payment equal to the stated principal amount plus the quarterly contingent coupon payment with respect to the
related potential redemption date. If the securities have not previously been automatical y redeemed and the final share
price is greater than or equal to the downside threshold price, the payment at maturity wil also be the sum of the stated
principal amount and the quarterly contingent coupon payment with respect to the final valuation date. However, if the
securities have not previously been automatical y redeemed and the final share price is less than the downside threshold
price, investors wil be exposed to the decline in the closing price of the underlying shares, as compared to the initial share
price, on a 1-to-1 basis. Under these circumstances, the payment at maturity wil be (i) the stated principal amount plus (i )
(a) the stated principal amount times (b) the share return, which means that the payment at maturity wil be less than
75.00% of the stated principal amount of the securities and could be zero. Investors in the securities must be wil ing to
accept the risk of losing their entire principal and also the risk of receiving few or no quarterly contingent coupon payments
over the term of the securities. In addition, investors wil not participate in any appreciation of the underlying shares.

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June 2019
PS-2
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Citigroup Global Markets Holdings Inc.
319,879 Contingent Income Auto-Cal able Securities Due June 10, 2022

Based on the Performance of the Common Stock of Cisco Systems, Inc.

Principal at Risk Securities



Key Investment Rationale

The securities offer investors an opportunity to earn a quarterly contingent coupon payment equal to 2.3125% of the stated
principal amount with respect to each valuation date on which the closing price of the underlying shares is greater than or
equal to 75.00% of the initial share price, which we refer to as the downside threshold price. The securities may be
automatical y redeemed prior to maturity for the stated principal amount per security plus the applicable quarterly
contingent coupon payment, and the payment at maturity wil vary depending on the final share price, as fol ows:

On any potential redemption date (beginning approximately three months after the issue date),
the closing price of the underlying shares is greater than or equal to the initial share price.

The securities wil be automatical y redeemed for (i) the stated principal amount plus (i ) the
Scenario 1
quarterly contingent coupon payment with respect to the related potential redemption date.

Investors wil not participate in any appreciation of the underlying shares from the initial share
price.

The securities are not automatically redeemed prior to maturity, and the final share price is
greater than or equal to the downside threshold price.

The payment due at maturity wil be (i) the stated principal amount plus (i ) the quarterly contingent
Scenario 2
coupon payment with respect to the final valuation date.

Investors wil not participate in any appreciation of the underlying shares from the initial share
price.

The securities are not automatically redeemed prior to maturity, and the final share price is less
than the downside threshold price.

Scenario 3
The payment due at maturity wil be (i) the stated principal amount plus (i ) (a) the stated principal
amount times (b) the share return.

Investors will lose a significant portion, and may lose all, of their principal in this scenario.


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Citigroup Global Markets Holdings Inc.
319,879 Contingent Income Auto-Cal able Securities Due June 10, 2022

Based on the Performance of the Common Stock of Cisco Systems, Inc.

Principal at Risk Securities



How the Securities Work

The fol owing diagrams il ustrate potential payments on the securities. The first diagram il ustrates how to determine
whether a contingent coupon payment wil be paid with respect to a quarterly valuation date. The second diagram
il ustrates how to determine whether the securities wil be automatical y redeemed fol owing a potential redemption date.
The third diagram il ustrates how to determine the payment at maturity if the securities are not automatical y redeemed
prior to maturity.

Diagram #1: Quarterly Contingent Coupon Payments


Diagram #2: Automatic Early Redemption



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Citigroup Global Markets Holdings Inc.
319,879 Contingent Income Auto-Cal able Securities Due June 10, 2022

Based on the Performance of the Common Stock of Cisco Systems, Inc.

Principal at Risk Securities



Diagram #3: Payment at Maturity if No Automatic Early Redemption Occurs




For more information about the payment upon an early automatic redemption or at maturity in different hypothetical
scenarios, see "Hypothetical Examples" starting on page PS-6.

June 2019
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Citigroup Global Markets Holdings Inc.
319,879 Contingent Income Auto-Cal able Securities Due June 10, 2022

Based on the Performance of the Common Stock of Cisco Systems, Inc.

Principal at Risk Securities



Hypothetical Examples

The below examples are based on the fol owing terms:

Stated principal amount:
$10 per security
Hypothetical initial share price:
$100.00
Hypothetical downside threshold price:
$75.00, which is 75.00% of the hypothetical initial share price
Hypothetical quarterly contingent coupon payment:
$0.23125 (2.3125% of the stated principal amount) per security

In Examples 1 and 2, the closing price of the underlying shares fluctuates over the term of the securities and the closing
price of the underlying shares is greater than or equal to the initial share price on one of the potential redemption dates,
which begin approximately three months after the issue date. Because the closing price of the underlying shares is greater
than or equal to the initial share price on one of the potential redemption dates, the securities are automatical y redeemed
fol owing the relevant potential redemption date. In Examples 3 and 4, the closing price of the underlying shares on each
potential redemption date is less than the initial share price, and, consequently, the securities are not automatical y
redeemed prior to, and remain outstanding until, maturity.


Example 1
Example 2
Valuation
Hypothetical
Quarterly
Early
Hypothetical
Quarterly
Early
Dates
Closing Price of
Contingent
Redemption
Closing Price of
Contingent
Redemption
the Underlying
Coupon
Payment*
the Underlying
Coupon
Payment*
Shares
Payment
Shares
Payment
#1
$110.00
--*
$10.23125
$90.00
$0.23125
N/A
#2
N/A
N/A
N/A
$63.00
$0
N/A
#3
N/A
N/A
N/A
$60.00
$0
N/A
#4
N/A
N/A
N/A
$62.00
$0
N/A
#5
N/A
N/A
N/A
$59.00
$0
N/A
#6
N/A
N/A
N/A
$61.00
$0
N/A
#7
N/A
N/A
N/A
$58.00
$0
N/A
#8
N/A
N/A
N/A
$64.00
$0
N/A
#9
N/A
N/A
N/A
$56.00
$0
N/A
#10
N/A
N/A
N/A
$59.00
$0
N/A
#11
N/A
N/A
N/A
$125.00
--*
$10.23125
Final Valuation
N/A
N/A
N/A
N/A
N/A
N/A
Date

* The early redemption payment includes the unpaid quarterly contingent coupon payment with respect to the potential redemption date on which the
closing price of the underlying shares is greater than or equal to the initial share price and the securities are automatical y redeemed as a result.

In Example 1, the securities are automatical y redeemed fol owing the first valuation date (which is the first potential
redemption date) as the closing price of the underlying shares on that potential redemption date is greater than the initial
share price. You receive the early redemption payment, calculated as fol ows:

stated principal amount + quarterly contingent coupon = $10 + $0.23125 = $10.23125

In this example, the automatic early redemption feature limits the term of your investment to approximately three months
and you may not be able to reinvest at comparable terms or returns. If the securities are redeemed early, you wil stop
receiving quarterly contingent coupons.

June 2019
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Citigroup Global Markets Holdings Inc.
319,879 Contingent Income Auto-Cal able Securities Due June 10, 2022

Based on the Performance of the Common Stock of Cisco Systems, Inc.

Principal at Risk Securities



In Example 2, the securities are automatical y redeemed fol owing the eleventh valuation date (which is the last potential
redemption date) as the closing price of the underlying shares on that potential redemption date is greater than the initial
share price. As the closing price of the underlying shares on the first valuation date is greater than the downside threshold
price, you receive the quarterly contingent coupon payment of $0.23125 with respect to that valuation date. Fol owing the
eleventh valuation date (the last potential redemption date), you receive an automatic early redemption payment of
$10.23125, which includes the quarterly contingent coupon payment with respect to the eleventh valuation date.

In this example, the automatic early redemption feature limits the term of your investment to approximately two years and
nine months and you may not be able to reinvest at comparable terms or returns. If the securities are redeemed early, you
wil stop receiving quarterly contingent coupon payments. Further, although the underlying shares have appreciated by
25% from the initial share price on the eleventh valuation date, you only receive $10.23125 per security upon redemption
and do not benefit from this appreciation. The total payments on the securities wil amount to $10.4625 per security.


Example 3
Example 4
Valuation
Hypothetical
Quarterly
Early
Hypothetical
Quarterly
Early
Dates
Closing Price
Contingent
Redemption
Closing Price of
Contingent
Redemption
of the
Coupon
Payment*
the Underlying
Coupon
Payment*
Underlying
Payment
Shares
Payment
Shares
#1
$55.00
$0
N/A
$59.00
$0
N/A
#2
$58.00
$0
N/A
$88.00
$0.23125
N/A
#3
$56.00
$0
N/A
$63.00
$0
N/A
#4
$62.00
$0
N/A
$85.00
$0.23125
N/A
#5
$58.00
$0
N/A
$57.00
$0
N/A
#6
$55.00
$0
N/A
$95.00
$0.23125
N/A
#7
$50.00
$0
N/A
$54.00
$0
N/A
#8
$41.00
$0
N/A
$56.00
$0
N/A
#9
$35.00
$0
N/A
$52.00
$0
N/A
#10
$22.00
$0
N/A
$57.00
$0
N/A
#11
$15.00
$0
N/A
$58.00
$0
N/A
Final Valuation
$0.00
$0
N/A
$90.00
--*
N/A
Date
Payment at
$0.00
$10.23125
Maturity
* The final quarterly contingent coupon payment, if any, wil be paid at maturity.

Examples 3 and 4 il ustrate the payment at maturity per security based on the final share price.

In Example 3, the closing price of the underlying shares remains below the downside threshold price on each valuation
date throughout the term of the securities. As a result, you do not receive any quarterly contingent coupon payment during
the term of the securities and, at maturity, you are ful y exposed to the decline in the closing price of the underlying shares.
As the final share price is less than the downside threshold price, you receive a cash payment at maturity calculated as
fol ows:

stated principal amount + (stated principal amount × share return) = $10 + ($10 × -100%) = $0.00

In this example, because the underlying shares have lost al of their value by the final valuation date, the payment you
receive at maturity would be equal to zero, and you would lose your entire investment. You may lose up to al of your
investment in the securities.

In Example 4, the closing price of the underlying shares decreases to a final share price of $90.00. As the closing price of
the underlying shares on the second, fourth, and sixth valuation dates are greater than the downside threshold price, you
receive the quarterly contingent coupon payment of $0.23125 with respect to each of those valuation dates, but not with
respect to any other valuation date prior to the final valuation date. Although the final share price is less than the initial
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share price, because the final share price is stil not less than the downside threshold price, you receive the stated principal
amount plus a quarterly contingent coupon payment with respect to the final valuation date.

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