Obligation Citi Global Markets 12.8% ( US17324XNP14 ) en USD

Citi Global Markets

100 % ⇌

Etas-Unis

US17324XNP14 ( en USD )

12.8% par an ( paiement semestriel )

03/06/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324XNP14 en USD 12.8%, échue

1 000 USD

781 000 USD

17324XNP1

N/A

Citigroup Global Markets Holdings est une filiale de Citigroup Inc. qui offre une gamme complète de services de marchés financiers, notamment des services de banque d'investissement, de courtage, de négociation de titres et de gestion des risques.

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324XNP14, paye un coupon de 12.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/06/2022

424B2 1 dp107593_424b2-us1971765.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
M a y 2 9 , 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 2 4 3 6
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 2 4 4 9 5 a nd 3 3 3 -2 2 4 4 9 5 -0 3
Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of Micron Technology, Inc., Intel Corporation and Amazon.com, Inc. Due
June 3, 2022
? 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 periodic 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. In exchange for this higher potential yield, you must be willing 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, (ii) your actual yield may be negative because the value of what you receive at maturity may be significantly less than
the stated principal amount of your securities, and may be zero, and (iii) the securities may be automatically called for redemption prior to maturity beginning
on the first potential autocall date specified below. Each of these risks will depend solely on the performance of the w orst pe rform ing of the underlyings
specified below.
? You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in any one of the underlyings.
Although you will have downside exposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in
any appreciation of any underlying.
? Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any payments 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.

U nde rlyings:
St a t e d princ ipa l a m ount :
I nit ia l unde
$1,000 rlyi
per ng
securityCoupon ba rrie r
Fina l ba rrie r
Pric ing U
dnadte
e r:lying
va lu
May e *
29, 2019
va lue * *
va lue * *
Equit y ra t io * * *
I ssMicron
ue da Technology,
t e :
Inc.
$33.29
May 31, 2019
$16.645
$16.645
30.03905
V a lua Intel
t io Corporation
n da t e s:
$44.23
August 29, 2019,
$22.115
November 29, 2019, March $22.115
2, 2020, May 29,
22.60909
2020, August 31, 2020, November 30, 2020, March 1,
2021, June 1, 2021, August 30, 2021, November 29, 2021, February 28, 2022 and May 31, 2022 (the "final valuation
Amazon.com, Inc.
$1,819.19
$909.595
$909.595
0.549695
date"), each subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
* For each underlying, its closing value on the pricing date
M a t urit y da t e :
Unless earlier redeemed, June 3, 2022
** For each underlying, 50.00% of its initial underlying value
Cont inge nt c oupon pa ym e nt
The fifth business day after each valuation date, except that the contingent coupon payment date following the final
*** For each underlying, the stated principal amount divided by its initial underlying value
da t e s:
valuation date will be the maturity date
Cont inge nt c oupon:
On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal
to 3.20% of the stated principal amount of the securities (equivalent to a contingent coupon rate of 12.80% per annum) if
a nd only if the closing value of the worst performing underlying on the immediately preceding valuation date is greater
than or equal to its coupon barrier value. I f t he c losing va lue of t he w orst pe rform ing unde rlying on a ny
va lua t ion da t e is le ss t ha n it s c oupon ba rrie r va lue , you w ill not re c e ive a ny c ont inge nt c oupon
pa ym e nt on t he im m e dia t e ly follow ing c ont inge nt c oupon pa ym e nt da t e .
Pa ym e nt a t m a t urit y:
If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you then
hold (in addition to the final contingent coupon payment, if applicable):
If the final underlying value of the worst performing underlying on the final valuation date is greater than or
e qua l t o its final barrier value: $1,000
If the final underlying value of the worst performing underlying on the final valuation date is less than its final
barrier value:
a fixed number of underlying shares of the worst performing underlying on the final valuation date equal to its equity
ratio (or, if we elect, the cash value of those shares based on its final underlying value)
I f t he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y a nd t he fina l unde rlying va lue of
t he w orst 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 fina l ba rrie r va lue , you
w ill re c e ive unde rlying sha re s (or, in our sole disc re t ion, c a sh) e x pe c t e d t o be w ort h 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 nd possibly not hing, a t m a t urit y, a nd you
w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt a t m a t urit y.
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 issue
I ssue pric e (1)(2)
U nde rw rit ing fe e (3)
Proc e e ds t o issue r (4)
pric e :
Pe r se c urit y:
$1,000.00
$32.50
$967.50
T ot a l:
$781,000
$25,382.50
$755,617.50
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $946.778 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) The issue price for investors purchasing the securities in fee-based advisory accounts will be $972.50 per security, assuming no custodial fee is charged by a
selected dealer, and up to $977.50 per security, assuming the maximum custodial fee is charged by a selected dealer. See "Supplemental Plan of Distribution" in
this pricing supplement.
(3) CGMI will receive an underwriting fee of up to $32.50 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table
above give effect to the actual total underwriting fee. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a variable selling
concession of up to $32.50 for each security they sell. In addition, CGMI will pay selected dealers not affiliated with CGMI a structuring fee of up to $5.00 for
each security they sell. We may also engage other firms to provide marketing or promotional services in connection with the distribution of the securities. CGMI
will pay these service providers a fee of up to $5.00 per security in consideration for providing marketing, education, structuring or referral services with respect to
financial advisors or selected dealers. 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.
(4) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security, assuming the maximum per
security underwriting fee. As noted above, the underwriting fee is variable.
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-5 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission 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 , prospe c t us supple m e nt a nd prospe c t us a re
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, prospectus supplement and prospectus, which can be
accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 4 -0 8 da t e d Fe brua ry 1 5 , 2 0 1 9
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d M a y 1 4 , 2 0 1 8
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 .

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Citigroup Global Markets Holdings Inc.

K EY T ERM S (c ont inue d)
Aut om a t ic e a rly re de m pt ion:
If, on any potential autocall date, the closing value of the worst performing underlying on that potential autocall date is
greater than or equal to its initial underlying value, each security you then hold will be automatically called on that potential
autocall date for redemption on the immediately following contingent coupon payment date for an amount in cash equal to
$1,000.00 plus the related contingent coupon payment. T he a ut om a t ic e a rly re de m pt ion fe a t ure m a y
signific a nt ly lim it your pot e nt ia l re t urn on t he se c urit ie s. I f t he w orst pe rform ing unde rlying
pe rform s in a w a y t ha t w ould ot he rw ise be fa vora ble , t he se c urit ie s a re lik e ly t o be a ut om a t ic a lly
c a lle d for re de m pt ion prior t o m a t urit y, c ut t ing short your opport unit y t o re c e ive c ont inge nt c oupon
pa ym e nt s. T he se c urit ie s m a y be a ut om a t ic a lly c a lle d for re de m pt ion a s e a rly a s t he first pot e nt ia l
a ut oc a ll da t e spe c ifie d be low .
Pot e nt ia l a ut oc a ll da t e s:
Each valuation date beginning in August 2019 and ending in February 2022
Fina l unde rlying va lue :
For each underlying, its closing value on the final valuation date
Worst pe rform ing unde rlying:
For any valuation date, the underlying with the lowest underlying return determined as of that valuation date
U nde rlying re t urn:
For each underlying on any valuation date, (i) its closing value on that valuation date minus its initial underlying value,
divided by (ii) its initial underlying value
CU SI P / I SI N :
17324XNP1 / US17324XNP14

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

Closing V a lue . The "closing value" of each underlying on any date is the closing price of its underlying shares on such date, as provided in the accompanying
product supplement. The "underlying shares" of the underlyings are their respective shares of common stock. Please see the accompanying product supplement
for more information.

PS-2
Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The examples in the first section below illustrate how to determine whether a contingent coupon will be paid and whether the securities will be automatically
called for redemption following a valuation date that is also a potential autocall date. The examples in the second section below illustrate how to determine the
payment at maturity on the securities, assuming the securities are not automatically redeemed prior to maturity. The examples are solely for illustrative purposes,
do not show all possible outcomes and are not a prediction of any payment that may be made on the securities.

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

H ypot he t ic a l init ia l
H ypot he t ic a l c oupon
H ypot he t ic a l fina l ba rrie r
U nde rlying
unde rlying va lue
ba rrie r va lue
va lue
H ypot he t ic a l e quit y ra t io
$50.00 (50.00% of its
$50.00 (50.00% of its
hypothetical initial underlying hypothetical initial underlying
Micron Technology, Inc.
$100.00
value)
value)
10.00000
$50.00 (50.00% of its
$50.00 (50.00% of its
hypothetical initial underlying hypothetical initial underlying
Intel Corporation
$100.00
value)
value)
10.00000
$50.00 (50.00% of its
$50.00 (50.00% of its
hypothetical initial underlying hypothetical initial underlying
Amazon.com, Inc.
$100.00
value)
value)
10.00000

Hypothetical Examples of Contingent Coupon Payments and any Payment upon Automatic Early Redemption Following a Valuation Date that is also a
Potential Autocall Date

The three hypothetical examples below illustrate how to determine whether a contingent coupon will be paid and whether the securities will be automatically
redeemed following a hypothetical valuation date that is also a potential autocall date, assuming that the closing values of the underlyings on the hypothetical
valuation date are as indicated below.

H ypot he t ic a l c losing
va lue of M ic ron
H ypot he t ic a l c losing
H ypot he t ic a l pa ym e nt pe r
T e c hnology, I nc . on
va lue of I nt e l Corpora t ion H ypot he t ic a l c losing va lue of
$ 1 ,0 0 0 .0 0 se c urit y on
hypot he t ic a l va lua t ion
on hypot he t ic a l va lua t ion
Am a zon.c om , I nc . on
re la t e d c ont inge nt

da t e
da t e
hypot he t ic a l va lua t ion da t e
c oupon pa ym e nt da t e
$120
$85
$105
$ 3 2 .0 0
(underlying return =
(underlying return =
(underlying return =
(contingent coupon is paid;
Ex a m ple 1
($120 - $100) / $100 = 20%)
($85 - $100) / $100 = -15%)
($105 - $100) / $100 = 5%)
securities not redeemed)
$45
$120
$130
$ 0
(underlying return =
(underlying return =
(underlying return =
(no contingent coupon;
Ex a m ple 2
($45 - $100) / $100 = -55%)
($120 - $100) / $100 = 20%)
($130 - $100) / $100 = 30%)
securities not redeemed)
$150
$115
$110
$ 1 ,0 3 2 .0 0
(underlying return =
(underlying return =
(underlying return =
(contingent coupon is paid;
Ex a m ple 3
($150 - $100) / $100 = 50%)
($115 - $100) / $100 = 15%)
($110 - $100) / $100 = 10%)
securities redeemed)

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Ex a m ple 1 : On the hypothetical valuation date, Intel Corporation has the lowest underlying return and, therefore, is the worst performing underlying on the
hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the hypothetical valuation date is greater than its coupon
barrier value but less than its initial underlying value. As a result, investors in the securities would receive the contingent coupon payment on the related
contingent coupon payment date and the securities would not be automatically redeemed.

Ex a m ple 2 : On the hypothetical valuation date, Micron Technology, Inc. has the lowest underlying return and, therefore, is the worst performing underlying on
the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the hypothetical valuation date is less than its coupon
barrier value. As a result, investors would not receive any payment on the related contingent coupon payment date and the securities would not be automatically
redeemed.

I nve st ors in t he se c urit ie s w ill not re c e ive a c ont inge nt c oupon on t he c ont inge nt c oupon pa ym e nt da t e follow ing a va lua t ion da t e if
t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t va lua t ion da t e is le ss t ha n it s c oupon ba rrie r va lue . Whe t he r a
c ont inge nt c oupon is pa id follow ing a va lua t ion da t e de pe nds sole ly on t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t
va lua t ion da t e .

Ex a m ple 3 : On the hypothetical valuation date, Amazon.com, Inc. has the lowest underlying return and, therefore, is the worst performing underlying on the
hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the hypothetical valuation date is greater than both its
coupon barrier value and its initial underlying value. As a result, the securities would be automatically redeemed on the related contingent coupon payment date
for an amount in cash equal to $1,000.00 plus the related contingent coupon payment.

If the hypothetical valuation date were not also a potential autocall date, the securities would not be automatically redeemed on the related contingent coupon
payment date.

Hypothetical Examples of the Payment at Maturity on the Securities

PS-3
Citigroup Global Markets Holdings Inc.

The next three hypothetical examples illustrate the calculation of the payment at maturity on the securities, assuming that the securities have not been earlier
automatically redeemed and that the final underlying values of the underlyings are as indicated below.

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 pa ym e nt a t
unde rlying va lue of M ic ron unde rlying va lue of I nt e l H ypot he t ic a l fina l unde rlying
m a t urit y pe r $ 1 ,0 0 0 .0 0

T e c hnology, I nc .
Corpora t ion
va lue of Am a zon.c om , I nc .
se c urit y
$110
$120
$140
(underlying return =
(underlying return =
(underlying return =
Ex a m ple 4
($110 - $100) / $100 = 10%)
($120 - $100) / $100 = 20%)
($140 - $100) / $100 = 40%)
$ 1 ,0 3 2 .0 0
A num be r of unde rlying
sha re s of t he w orst
pe rform ing unde rlying (or,
in our sole disc re t ion,
$110
$80
$30
c a sh) w ort h $ 3 0 0 .0 0
(underlying return =
(underlying return =
(underlying return =
ba se d on it s fina l
Ex a m ple 5
($110 - $100) / $100 = 10%)
($80 - $100) / $100 = -20%)
($30 - $100) / $100 = -70%)
unde rlying va lue
A num be r of unde rlying
sha re s of t he w orst
pe rform ing unde rlying (or,
in our sole disc re t ion,
$60
$0
$60
c a sh) w ort h $ 0 .0 0 ba se d
(underlying return =
(underlying return =
(underlying return =
on it s fina l unde rlying
Ex a m ple 6
($60 - $100) / $100 = -40%)
($0 - $100) / $100 = -100%)
($60 - $100) / $100 = -40%)
va lue

Ex a m ple 4 : On the final valuation date, Micron Technology, Inc. has the lowest underlying return and, therefore, is the worst performing underlying on the final
valuation date. In this scenario, the final underlying value of the worst performing underlying on the final valuation date is greater than its final barrier value.
Accordingly, at maturity, you would receive the stated principal amount of the securities plus the contingent coupon payment due at maturity, but you would not
participate in the appreciation of any of the underlyings.

Ex a m ple 5 : On the final valuation date, Amazon.com, Inc. has the lowest underlying return and, therefore, is the worst performing underlying on the final
valuation date. In this scenario, the final underlying value of the worst performing underlying on the final valuation date is less than its final barrier value.
Accordingly, at maturity, you would receive for each security you then hold a fixed number of underlying shares of the worst performing underlying on the final
valuation date equal to its equity ratio (or, at our option, the cash value thereof).

In this scenario, the value of a number of underlying shares of the worst performing underlying on the final valuation date equal to its equity ratio, based on its
final underlying value, would be $300.00. Therefore, the value of the underlying shares of the worst performing underlying on the final valuation date (or, in our
discretion, cash) you receive at maturity would be significantly less than the stated principal amount of your securities. You would incur a loss based on the
performance of the worst performing underlying on the final valuation date. In addition, because the final underlying value of the worst performing underlying on
the final valuation date is below its coupon barrier value, you would not receive any contingent coupon payment at maturity.

If the final underlying value of the worst performing underlying on the final valuation date is less than its final barrier value, we will have the option to deliver to
you on the maturity date either a number of underlying shares of the worst performing underlying on the final valuation date equal to its equity ratio or the cash
value of those underlying shares based on their final underlying value. The value of those underlying shares on the maturity date may be different than their final
underlying value.

Ex a m ple 6 : On the final valuation date, Intel Corporation has the lowest underlying return and, therefore, is the worst performing underlying on the final
valuation date. In this scenario, the underlying shares of the worst performing underlying on the final valuation date are worthless and you would lose your entire
investment in the securities at maturity. In addition, because the final underlying value of the worst performing underlying on the final valuation date is below its
coupon barrier value, you would not receive any contingent coupon payment at maturity.

I t is possible t ha t t he c losing va lue of t he w orst pe rform ing unde rlying w ill be le ss t ha n it s c oupon ba rrie r va lue on e a c h va lua t ion
da t e a nd le ss t ha n it s fina l ba rrie r va lue on t he fina l va lua t ion da t e , suc h t ha t you w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt s
ove r t he t e rm of t he se c urit ie s 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 nd possibly
not hing, a t m a t urit y.

PS-4
Citigroup Global Markets Holdings Inc.

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Summary Risk Factors

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

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

Y ou m a y lose a signific a nt port ion or a ll of your inve st m e nt . Unlike conventional debt securities, the securities do not provide for the
repayment of the stated principal amount at maturity in all circumstances. If the securities are not automatically redeemed prior to maturity, your payment
at maturity will depend on the final underlying value of the worst performing underlying on the final valuation date. If the final underlying value of the
worst performing underlying on the final valuation date is less than its final barrier value, you will not receive the stated principal amount of your
securities at maturity and, instead, will receive underlying shares of the worst performing underlying on the final valuation date (or, in our sole discretion,
cash based on its final underlying value) expected to be worth significantly less than the stated principal amount and possibly nothing. There is no
minimum payment at maturity on the securities, and you may lose up to all of your investment.

We may elect, in our sole discretion, to pay you cash at maturity in lieu of delivering any underlying shares. If we elect to pay you cash at maturity in lieu
of delivering any underlying shares, the amount of that cash may be less than the market value of the underlying shares on the maturity date because
the market value will likely fluctuate between the final valuation date and the maturity date. Conversely, if we do not exercise our cash election right and
instead deliver underlying shares to you on the maturity date, the market value of such underlying shares may be less than the cash amount you would
have received if we had exercised our cash election right. We will have no obligation to take your interests into account when deciding whether to
exercise our cash election right.

Y ou w ill not re c e ive a ny c ont inge nt c oupon on t he c ont inge nt c oupon pa ym e nt da t e follow ing a ny va lua t ion da t e on w hic h
t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t va lua t ion da t e is le ss t ha n it s c oupon ba rrie r va lue . A contingent
coupon payment will be made on a contingent coupon payment date if and only if the closing value of the worst performing underlying on the
immediately preceding valuation date is greater than or equal to its coupon barrier value. If the closing value of the worst performing underlying on any
valuation date is less than its coupon barrier value, you will not receive any contingent coupon payment on the immediately following contingent coupon
payment date. If the closing value of the worst performing underlying on each valuation date is below its coupon barrier value, you will not receive any
contingent coupon payments over the term of the securities.

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 securities 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 pricing date for the securities, including the risk that you may not receive a
contingent coupon payment on one or more, or any, contingent coupon payment dates and the risk that the value of what you receive at maturity may be
significantly less than the stated principal amount of your securities and may be zero. The volatility of, and correlation between, the closing values of the
underlyings are important factors affecting these risks. Greater expected volatility of, and lower expected correlation between, the closing values of the
underlyings as of the pricing date may result in a higher contingent coupon rate, but would also represent a greater expected likelihood as of the pricing
date that the closing value of the worst performing underlying on one or more valuation dates will be less than its coupon barrier value, such that you will
not receive one or more, or any, contingent coupon payments during the term of the securities, and that the final underlying value of the worst performing
underlying on the final valuation date will be less than its final barrier value, such that you will not be repaid the stated principal amount of your securities
at maturity.

T he se c urit ie s a re subje c t t o he ight e ne d risk be c a use t he y ha ve m ult iple unde rlyings. The securities are more risky than similar
investments that may be available with only one underlying. With multiple underlyings, there is a greater chance that any one underlying will perform
poorly, adversely affecting your return on the securities.

T he se c urit ie s a re subje c t t o t he risk s of e a c h of t he unde rlyings a nd w ill be ne ga t ive ly a ffe c t e d if a ny one unde rlying
pe rform s poorly. You are subject to risks associated with each of the underlyings. If any one underlying performs poorly, you will be negatively
affected. The securities are not linked to a basket composed of the underlyings, where the blended performance of the underlyings would be better than
the performance of the worst performing underlying alone. Instead, you are subject to the full risks of whichever of the underlyings is the worst
performing underlying.

Y ou w ill not be ne fit in a ny w a y from t he pe rform a nc e of a ny be t t e r pe rform ing unde rlying. The return on the securities depends solely
on the performance of the worst performing underlying, and you will not benefit in any way from the performance of any better performing underlying.

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 their closing values tend to increase or decrease at similar times and by similar
magnitudes. By investing in the securities, you assume the risk that the underlyings will not exhibit this relationship. The less

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Citigroup Global Markets Holdings Inc.

correlated the underlyings, the more likely it is that any one of the underlyings will perform poorly over the term of the securities. All that is necessary for
the securities to perform poorly is for one of the underlyings to perform poorly. It is impossible to predict what the relationship between the underlyings
will be over the term of the securities. The underlyings differ in significant ways and, therefore, may not be correlated with each other.

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 w orst pe rform ing unde rlying. The potential
contingent coupon payments on the securities are the compensation you receive for assuming the downside risk of the worst performing underlying, 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 is "contingent" and you may not receive a contingent
coupon payment on one or more, or any, of the contingent coupon payment dates. Second, the contingent coupon payments are the compensation you
receive not only for the downside risk of the worst performing underlying, but also for all of the other risks of the securities, including the risk that the
securities may be automatically redeemed 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
securities, including the downside risk of the worst performing underlying.

T he se c urit ie s m a y be a ut om a t ic a lly re de e m e d prior t o m a t urit y, lim it ing your opport unit y t o re c e ive c ont inge nt c oupon
pa ym e nt s. On any potential autocall date, the securities will be automatically called for redemption if the closing value of the worst performing
underlying on that potential autocall date is greater than or equal to its initial underlying value. As a result, if the worst performing underlying performs in
a way that would otherwise be favorable, the securities are likely to be automatically redeemed, cutting short your opportunity to receive contingent
coupon payments. If the securities are automatically redeemed prior to maturity, you may not be able to reinvest your funds in another investment that
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provides a similar yield with a similar level of risk.

T he se c urit ie s offe r dow nside e x posure t o t he w orst pe rform ing unde rlying, but no upside e x posure t o a ny unde rlying. You will
not participate in any appreciation in the value of any underlying over the term of the securities. Consequently, your return on the securities will be limited
to the contingent coupon payments you receive, if any, and may be significantly less than the return on any underlying over the term of the securities. In
addition, as an investor in the securities, you will not receive any dividends or other distributions or have any other rights with respect to any of the
underlyings.

T he pe rform a nc e of t he se c urit ie s w ill de pe nd on t he c losing va lue s of t he unde rlyings sole ly on t he va lua t ion da t e s, w hic h
m a k e s t he se c urit ie s pa rt ic ula rly se nsit ive t o vola t ilit y in t he c losing va lue s of t he unde rlyings on or ne a r t he va lua t ion da t e s.
Whether the contingent coupon will be paid on any given contingent coupon payment date and whether the securities will be automatically redeemed
prior to maturity will depend on the closing values of the underlyings solely on the applicable valuation dates, regardless of the closing values of the
underlyings on other days during the term of the securities. If the securities are not automatically redeemed prior to maturity, what you receive at maturity
will depend solely on the closing value of the worst performing underlying on the final valuation date, and not on any other day during the term of the
securities. Because the performance of the securities depends on the closing values of the underlyings on a limited number of dates, the securities will
be particularly sensitive to volatility in the closing values of the underlyings on or near the valuation dates. You should understand that the closing value
of each underlying has historically been highly volatile.

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.

T he e st im a t e d va lue of t he se c urit ie s on t he pric ing da t e , ba se d on CGM I 's proprie t a ry pric ing m ode ls a nd our int e rna l
funding ra t e , is le ss t ha n t he issue pric e . The difference is attributable to certain costs associated with selling, structuring and hedging the
securities that are included in the issue price. These costs include (i) any selling concessions or other fees paid in connection with the offering of the
securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the securities and (iii) the expected profit (which
may be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging our obligations under the securities. These costs
adversely affect the economic terms of the securities because, if they were lower, the economic terms of the securities would be more favorable to you.
The economic terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market
rate, to price the securities. See "The estimated value of the securities would be lower if it were calculated based on our secondary market rate" below.

T he e st im a t e d va lue of t he se c urit ie s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing m ode ls. CGMI derived the
estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary
judgments about the inputs to its models, such as the volatility of, and correlation between, the closing values of the underlyings, dividend yields on the
underlyings and interest rates. CGMI's views on these inputs may differ from your or others' views, and as an underwriter in this offering, CGMI's
interests may conflict with yours. Both the models and the inputs to the models may

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prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the
cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities for other purposes, including for
accounting purposes. You should not invest in the securities because of the estimated value of the securities. Instead, you should be willing to hold the
securities to maturity irrespective of the initial estimated value.

T he e st im a t e d va lue of t he se c urit ie s w ould be low e r if it w e re c a lc ula t e d ba se d on our se c onda ry m a rk e t ra t e . The estimated
value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which we are willing to
borrow funds through the issuance of the securities. Our internal funding rate is generally lower than our secondary market rate, which is the rate that
CGMI will use in determining the value of the securities for purposes of any purchases of the securities from you in the secondary market. If the
estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be
lower. We determine our internal funding rate based on factors such as the costs associated with the securities, which are generally higher than the
costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that is
payable on the securities.

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

T he e st im a t e d va lue of t he se c urit ie s is not a n indic a t ion of t he pric e , if a ny, a t w hic h CGM I or a ny ot he r pe rson m a y be
w illing t o buy t he se c urit ie s from you in t he se c onda ry m a rk e t . Any such secondary market price will fluctuate over the term of the
securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing
supplement, any value of the securities determined for purposes of a secondary market transaction will be based on our secondary market rate, which
will likely result in a lower value for the securities than if our internal funding rate were used. In addition, any secondary market price for the securities
will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities to be purchased in the
secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price
for the securities will be less than the issue price.

T he va lue of t he se c urit ie s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors. The value of your securities prior to
maturity will fluctuate based on the closing values of the underlyings, the volatility of, and correlation between, the closing values of the underlyings,
dividend yields on the underlyings, interest rates generally, the time remaining to maturity and our and Citigroup Inc.'s creditworthiness, as reflected in
our secondary market rate, among other factors described under "Risk Factors Relating to the Securities--Risk Factors Relating to All Securities--The
value of your securities prior to maturity will fluctuate based on many unpredictable factors" in the accompanying product supplement. Changes in the
closing values of the underlyings may not result in a comparable change in the value of your securities. You should understand that the value of your
securities at any time prior to maturity may be significantly less than the issue price.

I m m e dia t e ly follow ing issua nc e , a ny se c onda ry m a rk e t bid pric e provide d by CGM I , a nd t he va lue t ha t w ill be indic a t e d on
a ny brok e ra ge a c c ount st a t e m e nt s pre pa re d by CGM I or it s a ffilia t e s, w ill re fle c t a t e m pora ry upw a rd a djust m e nt . The amount
of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period. See "Valuation of the Securities" in this pricing
supplement.
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Our offe ring of t he se c urit ie s is not a re c om m e nda t ion of a ny unde rlying. The fact that we are offering the securities does not mean that
we believe that investing in an instrument linked to the underlyings is likely to achieve favorable returns. In fact, as we are part of a global financial
institution, our affiliates may have positions (including short positions) in the underlyings or in instruments related to the underlyings, and may publish
research or express opinions, that in each case are inconsistent with an investment linked to the underlyings. These and other activities of our affiliates
may affect the closing values of the underlyings in a way that negatively affects the value of and your return on the securities.

T he c losing va lue of a n unde rlying m a y be a dve rse ly a ffe c t e d by our or our a ffilia t e s' he dging a nd ot he r t ra ding a c t ivit ie s. We
expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions in the underlyings or in financial
instruments related to the underlyings and may adjust such positions during the term of the securities. Our affiliates also take positions in the underlyings
or in financial instruments related to the underlyings on a regular basis (taking long or short positions or both), for their accounts, for other accounts
under their management or to facilitate transactions on behalf of customers. These activities could affect the closing value of the underlyings in a way
that negatively affects the value of and your return on the securities. They could also result in substantial returns for us or our affiliates while the value of
the securities declines.

We a nd our a ffilia t e s m a y ha ve e c onom ic int e re st s t ha t a re a dve rse t o yours a s a re sult of our a ffilia t e s' busine ss a c t ivit ie s.
Our affiliates engage in business activities with a wide range of companies. These activities include extending loans, making and facilitating investments,
underwriting securities offerings and providing advisory services. These activities could involve or affect the underlyings in a way that negatively affects
the value of and your return on the securities. They could also result in substantial returns for us or our affiliates while the value of the securities
declines. In addition, in the course of this business, we or our affiliates may acquire non-public information, which will not be disclosed to you.

T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of ours, w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t t o t he se c urit ie s. If certain
events occur during the term of the securities, such as market disruption events and other events with respect to an underlying, CGMI, as calculation
agent, will be required to make discretionary judgments that could significantly affect your return on the securities. In making these judgments, the
calculation agent's interests as an affiliate of ours could be adverse to your interests as a holder of the

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Citigroup Global Markets Holdings Inc.

securities. See "Risk Factors Relating to the Securities--Risk Factors Relating to All Securities--The calculation agent, which is an affiliate of ours, will
make important determinations with respect to the securities" in the accompanying product supplement.

Eve n if a n unde rlying pa ys a divide nd t ha t it ide nt ifie s a s spe c ia l or e x t ra ordina ry, no a djust m e nt w ill be re quire d unde r t he
se c urit ie s for t ha t divide nd unle ss it m e e t s t he c rit e ria spe c ifie d in t he a c c om pa nying produc t supple m e nt . In general, an
adjustment will not be made under the terms of the securities for any cash dividend paid by an underlying unless the amount of the dividend per share,
together with any other dividends paid in the same quarter, exceeds the dividend paid per share in the most recent quarter by an amount equal to at
least 10% of the closing value of that underlying on the date of declaration of the dividend. Any dividend will reduce the closing value of the underlying
by the amount of the dividend per share. If an underlying pays any dividend for which an adjustment is not made under the terms of the securities,
holders of the securities will be adversely affected. See "Description of the Securities--Certain Additional Terms for Securities Linked to an Underlying
Company or an Underlying ETF--Dilution and Reorganization Adjustments--Certain Extraordinary Cash Dividends" in the accompanying product
supplement.

T he se c urit ie s w ill not be a djust e d for a ll e ve nt s t ha t m a y ha ve a dilut ive e ffe c t on or ot he rw ise a dve rse ly a ffe c t t he c losing
va lue of a n unde rlying. For example, we will not make any adjustment for ordinary dividends or extraordinary dividends that do not meet the criteria
described above, partial tender offers or additional underlying share issuances. Moreover, the adjustments we do make may not fully offset the dilutive or
adverse effect of the particular event. Investors in the securities may be adversely affected by such an event in a circumstance in which a direct holder of
the underlying shares of an underlying would not.

T he se c urit ie s m a y be c om e link e d t o a n unde rlying ot he r t ha n a n origina l unde rlying upon t he oc c urre nc e of a re orga niza t ion
e ve nt or upon t he de list ing of t he unde rlying sha re s of t ha t origina l unde rlying. For example, if an underlying enters into a merger
agreement that provides for holders of its underlying shares to receive shares of another entity and such shares are marketable securities, the closing
value of that underlying following consummation of the merger will be based on the value of such other shares. Additionally, if the underlying shares of
an underlying are delisted, the calculation agent may select a successor underlying. See "Description of the Securities--Certain Additional Terms for
Securities Linked to an Underlying Company or an Underlying ETF" in the accompanying product supplement.

I f t he unde rlying sha re s of a n unde rlying a re de list e d, w e m a y c a ll t he se c urit ie s prior t o m a t urit y for a n a m ount t ha t m a y be
le ss t ha n t he st a t e d princ ipa l a m ount . If we exercise this call right, you will receive the amount described under "Description of the Securities--
Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF--Delisting of an Underlying Company" in the
accompanying product supplement. This amount may be less, and possibly significantly less, than the stated principal amount of the securities.

Y ou w ill ha ve no right s w it h re spe c t t o a n unde rlying unle ss a nd unt il you re c e ive unde rlying sha re s of t ha t unde rlying a t
m a t urit y. If any change to the underlying shares of an underlying is proposed, such as an amendment to an underlying's organizational documents, you
will not have the right to vote on such change, but you will be subject to such change in the event you receive its underlying shares at maturity. Any such
change may adversely affect the market value of the underlying shares of that underlying.

T he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he se c urit ie s a re unc le a r. There is no direct legal authority regarding the proper
U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the "IRS"). Consequently,
significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as
described in "United States Federal Tax Considerations" below. If the IRS were successful in asserting an alternative treatment, the tax consequences of
ownership and disposition of the securities might be materially and adversely affected. Moreover, as described in the accompanying product supplement
under "United States Federal Tax Considerations," in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on various
issues regarding the U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments. While it is not clear whether the securities
would be viewed as similar to the typical prepaid forward contract described in the notice, it is possible that any Treasury regulations or other guidance
promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, including
the character and timing of income or loss recognized by U.S. investors, possibly with retroactive effect. You should read carefully the discussion under
"United States Federal Tax Considerations" and "Risk Factors Relating to the Securities" in the accompanying product supplement and "United States
Federal Tax Considerations" in this pricing supplement. You should also consult your tax adviser regarding the U.S. federal tax consequences of an
investment in the securities, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Non-U.S. investors should note that persons having withholding responsibility in respect of the securities may withhold on any coupon payment paid to a
non-U.S. investor, generally at a rate of 30%. To the extent that we have withholding responsibility in respect of the securities, we intend to so withhold.

In addition, Section 871(m) of the Internal Revenue Code of 1986, as amended (the "Code"), imposes a withholding tax of up to 30% on "dividend
equivalents" paid or deemed paid to non-U.S. investors in respect of certain financial instruments linked to U.S. equities. In light of Treasury regulations,
as modified by an IRS notice, that provide a general exemption for financial instruments issued prior to January 1, 2021 that do not have a "delta" of one,
the securities should not be subject to withholding under Section 871(m). However, the IRS could challenge this conclusion.

We will not be required to pay any additional amounts with respect to amounts withheld.

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Citigroup Global Markets Holdings Inc.

Information About Micron Technology, Inc.

Micron Technology, Inc., through its subsidiaries, manufactures and markets dynamic random access memory chips (DRAMs), static random access memory
chips (SRAMs), flash memory, semiconductor components, and memory modules. The underlying shares of Micron Technology, Inc. are registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Information provided to or filed with the SEC by Micron Technology, Inc. pursuant to the
Exchange Act can be located by reference to the SEC file number 001-10658 through the SEC's website at http://www.sec.gov. In addition, information regarding
Micron Technology, Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated
documents. The underlying shares of Micron Technology, Inc. trade on the NASDAQ Global Select Market under the ticker symbol "MU."

We have derived all information regarding Micron Technology, Inc. from publicly available information and have not independently verified any information
regarding Micron Technology, Inc. This pricing supplement relates only to the securities and not to Micron Technology, Inc. We make no representation as to the
performance of Micron Technology, Inc. over the term of the securities.

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

Historical Information

The closing value of Micron Technology, Inc. on May 29, 2019 was $33.29.

The graph below shows the closing value of Micron Technology, Inc. for each day such value was available from January 2, 2014 to May 29, 2019. We obtained
the closing values from Bloomberg L.P., without independent verification. If certain corporate transactions occurred during the historical period shown below,
including, but not limited to, spin-offs or mergers, then the closing values shown below for the period prior to the occurrence of any such transaction have been
adjusted by Bloomberg L.P. as if any such transaction had occurred prior to the first day in the period shown below. You should not take historical closing values
as an indication of future performance.

M ic ron T e c hnology, I nc . H ist oric a l Closing V a lue s
J a nua ry 2 , 2 0 1 4 t o M a y 2 9 , 2 0 1 9

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Citigroup Global Markets Holdings Inc.

Information About Intel Corporation

Intel Corporation designs, manufactures, and sells computer components and related products. The company major products include microprocessors, chipsets,
embedded processors and microcontrollers, flash memory, graphic, network and communication, systems management software, conferencing, and digital
imaging products. The underlying shares of Intel Corporation are registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Information provided to or filed with the SEC by Intel Corporation pursuant to the Exchange Act can be located by reference to the SEC file number 000-06217
through the SEC's website at http://www.sec.gov. In addition, information regarding Intel Corporation may be obtained from other sources including, but not
limited to, press releases, newspaper articles and other publicly disseminated documents. The underlying shares of Intel Corporation trade on the NASDAQ
Global Select Market under the ticker symbol "INTC."

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

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

Historical Information

The closing value of Intel Corporation on May 29, 2019 was $44.23.

The graph below shows the closing value of Intel Corporation for each day such value was available from January 2, 2014 to May 29, 2019. We obtained the
closing values from Bloomberg L.P., without independent verification. If certain corporate transactions occurred during the historical period shown below,
including, but not limited to, spin-offs or mergers, then the closing values shown below for the period prior to the occurrence of any such transaction have been
adjusted by Bloomberg L.P. as if any such transaction had occurred prior to the first day in the period shown below. You should not take historical closing values
as an indication of future performance.

I nt e l Corpora t ion H ist oric a l Closing V a lue s
J a nua ry 2 , 2 0 1 4 t o M a y 2 9 , 2 0 1 9
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Citigroup Global Markets Holdings Inc.

Information About Amazon.com, Inc.

Amazon.com, Inc. is an online retailer that offers a wide range of products. The company products include books, music, videotapes, computers, electronics,
home and garden, and numerous other products. Amazon.com, Inc. offers personalized shopping services, Web-based credit card payment, and direct shipping
to customers. The underlying shares of Amazon.com, Inc. are registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Information provided to or filed with the SEC by Amazon.com, Inc. pursuant to the Exchange Act can be located by reference to the SEC file number 000-22513
through the SEC's website at http://www.sec.gov. In addition, information regarding Amazon.com, Inc. may be obtained from other sources including, but not
limited to, press releases, newspaper articles and other publicly disseminated documents. The underlying shares of Amazon.com, Inc. trade on the NASDAQ
Global Select Market under the ticker symbol "AMZN."

We have derived all information regarding Amazon.com, Inc. from publicly available information and have not independently verified any information regarding
Amazon.com, Inc. This pricing supplement relates only to the securities and not to Amazon.com, Inc. We make no representation as to the performance of
Amazon.com, Inc. over the term of the securities.

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

Historical Information

The closing value of Amazon.com, Inc. on May 29, 2019 was $1,819.19.

The graph below shows the closing value of Amazon.com, Inc. for each day such value was available from January 2, 2014 to May 29, 2019. We obtained the
closing values from Bloomberg L.P., without independent verification. If certain corporate transactions occurred during the historical period shown below,
including, but not limited to, spin-offs or mergers, then the closing values shown below for the period prior to the occurrence of any such transaction have been
adjusted by Bloomberg L.P. as if any such transaction had occurred prior to the first day in the period shown below. You should not take historical closing values
as an indication of future performance.

Am a zon.c om , I nc . H ist oric a l Closing V a lue s
J a nua ry 2 , 2 0 1 4 t o M a y 2 9 , 2 0 1 9

PS-11
Citigroup Global Markets Holdings Inc.

United States Federal Tax Considerations

You should read carefully the discussion under "United States Federal Tax Considerations" and "Risk Factors Relating to the Securities" in the accompanying
product supplement and "Summary Risk Factors" in this pricing supplement.

Due to the lack of any controlling legal authority, there is substantial uncertainty regarding the U.S. federal tax consequences of an investment in the securities. In
connection with any information reporting requirements we may have in respect of the securities under applicable law, we intend (in the absence of an
administrative determination or judicial ruling to the contrary) to treat the securities for U.S. federal income tax purposes as prepaid forward contracts with
associated coupon payments that will be treated as gross income to you at the time received or accrued in accordance with your regular method of tax
accounting. In the opinion of our counsel, Davis Polk & Wardwell LLP, which is based on current market conditions, this treatment of the securities is reasonable
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under current law; however, our counsel has advised us that it is unable to conclude affirmatively that this treatment is more likely than not to be upheld, and that
alternative treatments are possible. This discussion does not address the U.S. federal tax consequences of the ownership or disposition of the underlying shares
that you may receive at maturity. You should consult your tax adviser regarding the particular U.S. federal tax consequences of the ownership and disposition of
the underlying shares.

Assuming this treatment of the securities is respected and subject to the discussion in "United States Federal Tax Considerations" in the accompanying product
supplement, the following U.S. federal income tax consequences should result under current law:

·
Any coupon payments on the securities should be taxable as ordinary income to you at the time received or accrued in accordance with your regular
method of accounting for U.S. federal income tax purposes.

·
Upon a sale or exchange of a security (including retirement at maturity for cash), you should recognize capital gain or loss equal to the difference
between the amount realized and your tax basis in the security. For this purpose, the amount realized does not include any coupon paid on retirement
and may not include sale proceeds attributable to an accrued coupon, which may be treated as a coupon payment. Such gain or loss should be long-
term capital gain or loss if you held the security for more than one year. If, upon retirement of the securities, you receive underlying shares, you should
not recognize gain or loss with respect to the underlying shares received, other than any fractional underlying share for which you receive cash. Your
basis in any underlying shares received, including any fractional underlying share deemed received, should be equal to your tax basis in the securities.

We do not plan to request a ruling from the IRS regarding the treatment of the securities, and the IRS or a court might not agree with the treatment described
herein. In addition, the U.S. Treasury Department and the IRS have released a notice requesting comments on the U.S. federal income tax treatment of "prepaid
forward contracts." While it is not clear whether the securities would be viewed as similar to the typical prepaid forward contract described in the notice, it is
possible that any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax
consequences of an investment in the securities, including the character and timing of income or loss, possibly with retroactive effect. You should consult your tax
adviser regarding possible alternative tax treatments of the securities and potential consequences of the IRS notice.

Wit hholding T a x on N on -U .S. H olde rs. Because significant aspects of the tax treatment of the securities are uncertain, persons having withholding
responsibility in respect of the securities may withhold on any coupon payment paid to Non-U.S. Holders (as defined in the accompanying product supplement),
generally at a rate of 30%. To the extent that we have (or an affiliate of ours has) withholding responsibility in respect of the securities, we intend to so withhold.
In order to claim an exemption from, or a reduction in, the 30% withholding, you may need to comply with certification requirements to establish that you are not a
U.S. person and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of
the securities, including the possibility of obtaining a refund of any amounts withheld and the certification requirement described above.

Moreover, as discussed under "United States Federal Tax Considerations Tax Consequences to Non-U.S. Holders Possible Withholding Under Section
871(m) of the Code" in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)")
generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to
U.S. equities ("U.S. Underlying Equities") or indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially
replicate the economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury regulations (a
"Specified Security"). However, the regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2021 that do not have a
"delta" of one. Based on the terms of the securities and representations provided by us, our counsel is of the opinion that the securities should not be treated as
transactions that have a "delta" of one within the meaning of the regulations with respect to any U.S. Underlying Equity and, therefore, should not be Specified
Securities subject to withholding tax under Section 871(m).

A determination that the securities are not subject to Section 871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section
871(m) is complex and its application may depend on your particular circumstances. For example, if you enter into other transactions relating to a U.S. Underlying
Equity, you could be subject to withholding tax or income tax liability under Section 871(m) even if the securities are not Specified Securities subject to Section
871(m) as a general matter. You should consult your tax adviser regarding the potential application of Section 871(m) to the securities.

We will not be required to pay any additional amounts with respect to amounts withheld.

Y ou should re a d t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x Conside ra t ions" in t he a c c om pa nying produc t supple m e nt . T he
pre c e ding disc ussion, w he n re a d in c om bina t ion w it h t ha t se c t ion, c onst it ut e s t he full opinion of Da vis Polk & Wa rdw e ll LLP
re ga rding t he m a t e ria l U .S. fe de ra l t a x c onse que nc e s of ow ning a nd disposing of t he se c urit ie s.

PS-12
Citigroup Global Markets Holdings Inc.

Y ou should a lso c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S. fe de ra l inc om e a nd e st a t e t a x c onse que nc e s of a n
inve st m e nt in t he se c urit ie s a nd a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -U .S. t a x ing jurisdic t ion.

Supplemental Plan of Distribution

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting
fee of up to $32.50 for each security sold in this offering. The actual underwriting fee will be equal to the selling concession provided to selected dealers, as
described in this paragraph, plus $5.00 per security in the case of securities sold to fee-based advisory accounts. From this underwriting fee, CGMI will pay
selected dealers not affiliated with CGMI a variable selling concession of up to $32.50 for each security they sell to accounts other than fee-based advisory
accounts. CGMI will pay selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a variable selling concession of up to $5.00
for each security they sell to fee-based advisory accounts. In addition, CGMI will pay selected dealers not affiliated with CGMI a structuring fee of up to $5.00 for
each security they sell. We may also engage other firms to provide marketing or promotional services in connection with the distribution of the securities. CGMI
will pay these service providers a fee of up to $5.00 per security in consideration for providing marketing, education, structuring or referral services with respect to
financial advisors or selected dealers. For the avoidance of doubt, the fees and selling concessions described in this pricing supplement will not be rebated if the
securities are automatically redeemed prior to maturity.

See "Plan of Distribution; Conflicts of Interest" in the accompanying product supplement and "Plan of Distribution" in each of the accompanying prospectus
supplement and prospectus for additional information.

Valuation of the Securities

CGMI calculated the estimated value of the securities set forth on the cover page of this pricing supplement based on proprietary pricing models. CGMI's
proprietary pricing models generated an estimated value for the securities by estimating the value of a hypothetical package of financial instruments that would
replicate the payout on the securities, which consists of a fixed-income bond (the "bond c om pone nt ") and one or more derivative instruments underlying the
economic terms of the securities (the "derivative component"). CGMI calculated the estimated value of the bond component using a discount rate based on our
internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary derivative-pricing model, which generated a
theoretical price for the instruments that constitute the derivative component based on various inputs, including the factors described under "Summary Risk
Factors--The value of the securities prior to maturity will fluctuate based on many unpredictable factors" in this pricing supplement, but not including our or
Citigroup Inc.'s creditworthiness. These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.

For a period of approximately three months following issuance of the securities, the price, if any, at which CGMI would be willing to buy the securities from
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investors, and the value that will be indicated for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may
also publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be
determined. This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the
securities. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month temporary adjustment period.
However, CGMI is not obligated to buy the securities from investors at any time. See "Summary Risk Factors--The securities will not be listed on any securities
exchange and you may not be able to sell them prior to maturity."

Certain Selling Restrictions

Hong Kong Special Administrative Region

The contents of this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus have not been reviewed by any
regulatory authority in the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"). Investors are advised to exercise caution in
relation to the offer. If investors are in any doubt about any of the contents of this pricing supplement and the accompanying product supplement, prospectus
supplement and prospectus, they should obtain independent professional advice.

The securities have not been offered or sold and will not be offered or sold in Hong Kong by means of any document, other than

(i) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or

(ii) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "Securities and Futures Ordinance") and any
rules made under that Ordinance; or

(iii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or
which do not constitute an offer to the public within the meaning of that Ordinance; and

There is no advertisement, invitation or document relating to the securities which is directed at, or the contents of which are likely to be accessed or read by, the
public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be
disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under
that Ordinance.

Non-insured Product: These securities are not insured by any governmental agency. These securities are not bank deposits and are not covered by the Hong
Kong Deposit Protection Scheme.

Singapore

PS-13
Citigroup Global Markets Holdings Inc.

This pricing supplement and the accompanying product supplement, prospectus supplement and prospectus have not been registered as a prospectus with the
Monetary Authority of Singapore, and the securities will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the
"Securities and Futures Act"). Accordingly, the securities may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this
pricing supplement or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any securities be circulated
or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and
Futures Act, (b) to a relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of the Securities and
Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance
with the conditions of, any other applicable provision of the Securities and Futures Act. Where the securities are subscribed or purchased under Section 275 of
the Securities and Futures Act by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business of which is to hold
investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an individual who is an
accredited investor, securities (as defined in Section 239(1) of the Securities and Futures Act) of that corporation or the beneficiaries' rights and interests
(howsoever described) in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the relevant securities pursuant
to an offer under Section 275 of the Securities and Futures Act except:

(i) to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act; or

(ii) where no consideration is or will be given for the transfer; or

(iii) where the transfer is by operation of law; or

(iv) pursuant to Section 276(7) of the Securities and Futures Act; or

(v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Any securities referred to herein may not be registered with any regulator, regulatory body or similar organization or institution in any jurisdiction.

The securities are Specified Investment Products (as defined in the Notice on Recommendations on Investment Products and Notice on the Sale of Investment
Product issued by the Monetary Authority of Singapore on 28 July 2011) that is neither listed nor quoted on a securities market or a futures market.

Non-insured Product: These securities are not insured by any governmental agency. These securities are not bank deposits. These securities are not insured
products subject to the provisions of the Deposit Insurance and Policy Owners' Protection Schemes Act 2011 of Singapore and are not eligible for deposit
insurance coverage under the Deposit Insurance Scheme.

Validity of the Securities

In the opinion of Davis Polk & Wardwell LLP, as special products counsel to Citigroup Global Markets Holdings Inc., when the securities offered by this pricing
supplement have been executed and issued by Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant to the indenture, and delivered
against payment therefor, such securities and the related guarantee of Citigroup Inc. will be valid and binding obligations of Citigroup Global Markets Holdings Inc.
and Citigroup Inc., respectively, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair
dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar
provision of applicable law on the conclusions expressed above. This opinion is given as of the date of this pricing supplement and is limited to the laws of the
State of New York, except that such counsel expresses no opinion as to the application of state securities or Blue Sky laws to the securities.
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Document Outline

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