Obligation Citi Global Markets 0% ( US17324XRB81 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17324XRB81 ( en USD )

30/07/2024 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324XRB81 en USD 0%, échue

1 000 USD

1 590 000 USD

17324XRB8

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 US17324XRB81, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/07/2024

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324XRB81, a été notée NR par l'agence de notation Moody's.

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424B2 1 dp110248_424b2-165.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings
July 25, 2019
Medium-Term Senior Notes, Series N
Inc.
Pricing Supplement No. 2019-USNCH2613
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
Barrier Securities with Upside Reset Feature Linked to the SPDR® S&P 500® ETF Trust Due July 30, 2024

The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by
Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay a fixed amount of principal at maturity. Instead,
the securities offer a payment at maturity with a value that may be greater than, equal to or less than the stated principal amount, depending on the
performance of the underlying specified below.

Upside participation with reset feature. The securities offer the potential for a positive return at maturity reflecting participation in any appreciation
of the underlying from the upside barrier value to the final underlying value. The upside barrier value wil initial y be equal to the initial underlying
value, which is the closing value of the underlying on the pricing date. However, if a reset event occurs, meaning that the closing value of the
underlying has fal en below the reset barrier value specified below on any scheduled trading day during the observation period specified below, the
upside barrier value wil be reset downward and wil be equal to the reset barrier value. If a reset event does not occur, the securities offer a positive
return at maturity only if the final underlying value is greater than the initial underlying value. If a reset event does occur, the securities offer a
positive return at maturity if the final underlying value is greater than the reset barrier value. If a reset event occurs, any appreciation of the
underlying from the reset barrier value wil be measured as a percentage of the initial underlying value, which wil result in a lower return than if it
were measured as a percentage of the reset barrier value.

Contingent repayment of principal with downside exposure. If the final underlying value is less than the upside barrier value but greater than or
equal to the downside barrier value, you wil be repaid the stated principal amount of your securities at maturity. However, if the final underlying
value is less than the downside barrier value, you wil have ful downside exposure to the underlying from the initial underlying value. If the final
underlying value is less than the downside barrier value, you will not be repaid the stated principal amount of your securities at maturity
and, instead, will receive underlying shares of the underlying (or, in our sole discretion, cash based on the value thereof) that will be
worth significantly less than your initial investment and may be worth nothing.

To obtain the modified exposure to the underlying that the securities provide, investors must be wil ing to (i) forgo any dividends with respect to the
underlying over the term of the securities, (i ) accept an investment that may have limited or no liquidity and (i i) accept the risk of not receiving any
amount due under the securities if we and Citigroup Inc. default on our obligations. All payments on the securities are subject to the credit risk
of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
KEY TERMS

Issuer:
Citigroup Global Markets Holdings Inc., a 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:
SPDR® S&P 500® ETF Trust
Stated principal
$1,000 per security
amount:
Pricing date:
July 25, 2019
Issue date:
July 30, 2019
Valuation date:
July 25, 2024, subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
Maturity date:
July 30, 2024
Payment at maturity:
You wil receive at maturity for each security you then hold:
If the final underlying value is greater than the upside barrier value: $1,000 + the return amount
If the final underlying value is less than or equal to the upside barrier value but greater than or equal to the downside
barrier value: $1,000
If the final underlying value is less than the downside barrier value: a fixed number of underlying shares of the underlying
equal to the equity ratio (or, if we elect, the cash value of those underlying shares based on the final underlying value)
If the final underlying value is less than the downside barrier value, you will receive underlying shares (or, in our sole
discretion, cash) worth significantly less than the stated principal amount of your securities, and possibly nothing, at
maturity.
Return amount:
$1,000 × the underlying upside return
Upside barrier value:
If a reset event has not occurred: the initial underlying value
If a reset event has occurred: the reset barrier value
Equity ratio:
3.33333, the stated principal amount divided by the initial underlying value
Initial underlying value: $300.00, the closing value of the underlying on the pricing date
Reset barrier value:
$255.00, 85% of the initial underlying value
Downside barrier
$225.00, 75% of the initial underlying value
value:
Listing:
The securities wil not be listed on any securities exchange
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and issue
Issue price(1)(2)
Underwriting fee(3)
Proceeds to issuer
price:
Per security:
$1,000
$30
$970
Total:
$1,590,000
$47,700
$1,542,300
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $941.11 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) The issue price for investors purchasing the securities in fee-based advisory accounts wil be $970 per security, assuming no custodial fee is charged
by a selected dealer, and up to $975 per security, assuming the maximum custodial fee is charged by a selected dealer. See "Supplemental Plan of
Distribution" in this pricing supplement.
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(3) CGMI wil receive an underwriting fee of $30 for each security sold in this offering. From this underwriting fee, CGMI wil pay selected dealers a fixed
sel ing concession of $30 for each security they sel . In addition, CGMI wil pay selected dealers not affiliated with CGMI a structuring fee of up to $5 for
each security they sel . We may also engage other firms to provide marketing or promotional services in connection with the distribution of the securities.
CGMI wil pay these service providers a fee of up to $5 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.
Investing in the securities involves risks not associated with an investment in conventional debt securities. See
"Summary Risk Factors" beginning on page PS-8.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or
determined that this pricing supplement and the accompanying product supplement, 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, which
can be accessed via the hyperlinks below:
Product Supplement No. EA-02-08 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.

KEY TERMS (continued)
Final underlying value:
The closing value of the underlying on the valuation date
Reset event:
A reset event wil occur if, on any scheduled trading day during the observation period, the
closing value of the underlying is less than the reset barrier value
Observation period:
The period from but excluding the pricing date to and including July 26, 2021
Underlying upside return:
(i) The final underlying value minus the upside barrier value, divided by (i ) the initial
underlying value
CUSIP / ISIN:
17324XRB8 / US17324XRB81

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, the
accompanying product supplement contains important information about how the closing value of the underlying wil 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 the 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 Value. The "closing value" of the 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 underlying are its shares that are
traded on a U.S. national securities exchange. Please see the accompanying product supplement for more information.

Prospectus. In addition to this pricing supplement and the accompanying product supplement, prospectus supplement
and prospectus, you should read the prospectus for the underlying on file at the SEC website, which can be accessed via
the hyperlink below. The contents of that prospectus and any documents incorporated by reference therein are not
incorporated by reference herein or in any way made a part hereof.

Prospectus for SPDR® S&P 500® ETF Trust dated January 17, 2019:
https://www.sec.gov/Archives/edgar/data/884394/000119312519011524/d678760d485bpos.htm

PS-2
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Citigroup Global Markets Holdings Inc.

Payout Diagrams
The diagrams below il ustrate the value of what you would receive at maturity for a range of hypothetical percentage
changes from the initial underlying value to the final underlying value. If you would receive underlying shares of the
underlying at maturity, the diagrams below il ustrate the value of those shares based on their final underlying value. Payout
Diagram A assumes that a reset event has not occurred. Payout Diagram B assumes that a reset event has occurred.

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

Payout Diagram A
Reset Event Has Not Occurred
n The Securities n The Underlying

PS-3
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Payout Diagram B
Reset Event Has Occurred
n The Securities n The Underlying

PS-4
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Hypothetical Examples
The table below indicates what your payment at maturity and total return on the securities would be for various
hypothetical percentage changes from the initial underlying value to the final underlying value, depending on whether a
reset event occurs. Your actual payment at maturity and total return on the securities wil depend on the actual final
underlying value and on whether a reset event actual y occurs.

Hypothetical Percentage
Hypothetical
Hypothetical Total
Hypothetical
Hypothetical Total
Change from Initial
Payment at Maturity
Return on
Payment at Maturity
Return on
Underlying Value to Final
or Cash Value of
Securities at
or Cash Value of
Securities at
Underlying Value
Underlying Shares
Maturity(2) if a Reset Underlying Shares Maturity(2) if a Reset
Received at
Event Has Not
Received at
Event Has Occurred
Maturity(1) per
Occurred
Maturity(1) per
Security if a Reset
Security if a Reset
Event Has Not
Event Has Occurred
Occurred
100.00%
$2,000.00
100.00%
$2,150.00
115.00%
75.00%
$1,750.00
75.00%
$1,900.00
90.00%
50.00%
$1,500.00
50.00%
$1,650.00
65.00%
40.00%
$1,400.00
40.00%
$1,550.00
55.00%
20.00%
$1,200.00
20.00%
$1,350.00
35.00%
10.00%
$1,100.00
10.00%
$1,250.00
25.00%
5.00%
$1,050.00
5.00%
$1,200.00
20.00%
0.00%
$1,000.00
0.00%
$1,150.00
15.00%
-5.00%
$1,000.00
0.00%
$1,100.00
10.00%
-10.00%
$1,000.00
0.00%
$1,050.00
5.00%
-15.00%
$1,000.00
0.00%
$1,000.00
0.00%
-20.00%
$1,000.00
0.00%
$1,000.00
0.00%
-25.00%
$1,000.00
0.00%
$1,000.00
0.00%
-25.01%
$749.90
-25.01%
$749.90
-25.01%
-40.00%
$600.00
-40.00%
$600.00
-40.00%
-50.00%
$500.00
-50.00%
$500.00
-50.00%
-75.00%
$250.00
-75.00%
$250.00
-75.00%
-100.00%
$0.00
-100.00%
$0.00
-100.00%

(1) Assumes that the closing value of the underlying on the valuation date is the same as the closing value of the
underlying on the maturity date.

(2) Hypothetical total return on securities at maturity = hypothetical payment at maturity per security minus $1,000 stated
principal amount per security, divided by $1,000 stated principal amount per security.

The examples below il ustrate how to determine the payment at maturity on the securities, assuming the various
hypothetical final underlying values indicated below. The examples are solely for il ustrative purposes, do not show al
possible outcomes and are not a prediction of what the actual payment at maturity on the securities wil be. The actual
payment at maturity wil depend on the actual final underlying value.

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

Hypothetical initial underlying
$100
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value:
Hypothetical reset barrier value:
$85 (85% of the hypothetical initial underlying value)
Hypothetical downside barrier
$75 (75% of the hypothetical initial underlying value)
value:
Hypothetical equity ratio:
10.00000 (the stated principal amount divided by the hypothetical initial underlying
value)

The hypothetical examples below il ustrate the calculation of what you wil receive at maturity on the securities, assuming
that the final underlying value is as indicated below.

PS-5
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Citigroup Global Markets Holdings Inc.

Hypothetical value received
Hypothetical final underlying value Has a reset event occurred?
at maturity per $1,000
security
Example 1
$120
No
$1,200
Example 2
$90
No
$1,000
Example 3
$80
No
$1,000
a number of underlying shares
of the underlying (or, in our sole
Example 4
$30
No
discretion, cash) worth $300
based on the final underlying
value
Example 5
$120
Yes
$1,350
Example 6
$90
Yes
$1,050
Example 7
$80
Yes
$1,000
a number of underlying shares
of the underlying (or, in our sole
Example 8
$30
Yes
discretion, cash) worth $300
based on the final underlying
value

Example 1: The final underlying value is $120 and, because a reset event has not occurred, the upside barrier value
equals the initial underlying value. Because the final underlying value is greater than the upside barrier value in this
scenario, you would receive a payment per security calculated as fol ows:

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

= $1,000 + ($1,000 × the underlying upside return)

= $1,000 + [$1,000 × (($120 - $100) / $100)]

= $1,000 + ($1,000 × 20%)

= $1,000 + $200

= $1,200

In this scenario, your total return at maturity would reflect the appreciation of the underlying from the initial underlying value
to the final underlying value.

Example 2: The final underlying value is $90 and, because a reset event has not occurred, the upside barrier value equals
the initial underlying value. Because the final underlying value is less than the upside barrier value but greater than the
downside barrier value in this scenario, you would receive a payment at maturity equal to $1,000 per security. In this
scenario, you would be repaid the stated principal amount of your securities but would not receive any positive return on
your investment.

Example 3: The final underlying value is $80 and, because a reset event has not occurred, the upside barrier value equals
the initial underlying value. Because the final underlying value is less than the upside barrier value but greater than the
downside barrier value in this scenario, you would receive a payment at maturity equal to $1,000 per security. In this
scenario, you would be repaid the stated principal amount of your securities but would not receive any positive return on
your investment.

Example 4: The final underlying value is $30. In this example, the final underlying value is less than the downside barrier
value. In this scenario, a reset event did not occur, but the payment at maturity would be the same regardless of whether a
reset event occurred.

What you would receive at maturity per security = A number of underlying shares of the underlying equal to the equity ratio
(or, in our sole discretion, cash in an amount equal to the equity ratio × the final underlying value)

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= 10.00000 underlying shares of the underlying, with an aggregate cash value (based on the final underlying value) of
$300

Because the final underlying value is less than the downside barrier value, you would not receive the stated principal
amount of the securities at maturity and, instead, would receive a number of underlying shares of the underlying (or, in our
sole discretion, cash based on the value thereof) worth significantly less than the stated principal amount.

Example 5: The final underlying value is $120 and, because a reset event has occurred, the upside barrier value equals
the reset barrier value. Because the final underlying value is greater than the upside barrier value in this scenario, you
would receive a payment per security calculated as fol ows:

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

= $1,000 + ($1,000 × the underlying upside return)

PS-6
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Citigroup Global Markets Holdings Inc.

= $1,000 + [$1,000 × (($120 - $85) / $100)]

= $1,000 + ($1,000 × 35%)

= $1,000 + $350

= $1,350

In this scenario, your total return at maturity would reflect the appreciation of the underlying from the reset barrier value to
the final underlying value, expressed as a percentage of the initial underlying value.

Example 6: The final underlying value is $90 and, because a reset event has occurred, the upside barrier value equals the
reset barrier value. Because the final underlying value is greater than the upside barrier value in this scenario, you would
receive a payment per security calculated as fol ows:

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

= $1,000 + ($1,000 × the underlying upside return)

= $1,000 + [$1,000 × (($90 - $85) / $100)]

= $1,000 + ($1,000 × 5%)

= $1,000 + $50

= $1,050

In this scenario, your total return at maturity would reflect the appreciation of the underlying from the reset barrier value to
the final underlying value, expressed as a percentage of the initial underlying value.

Example 7: The final underlying value is $80 and, because a reset event has occurred, the upside barrier value equals the
reset barrier value. Because the final underlying value is less than the upside barrier value but greater than the downside
barrier value in this scenario, you would receive a payment at maturity equal to $1,000 per security. In this scenario, you
would be repaid the stated principal amount of your securities but would not receive any positive return on your
investment.

Example 8: The final underlying value is $30. In this example, the final underlying value is less than the downside barrier
value. In this scenario, a reset event occurred, but the payment at maturity would be the same regardless of whether a
reset event occurred.

What you would receive at maturity per security = A number of underlying shares of the underlying equal to the equity ratio
(or, in our sole discretion, cash in an amount equal to the equity ratio × the final underlying value)

= 10.00000 underlying shares of the underlying, with an aggregate cash value (based on the final underlying value) of
$300

Because the final underlying value is less than the downside barrier value, you would not receive the stated principal
amount of the securities at maturity and, instead, would receive a number of underlying shares of the underlying (or, in our
sole discretion, cash based on the value thereof) worth significantly less than the stated principal amount.

PS-7
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