Obligation Citi Global Markets 0% ( US17324XRL63 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17324XRL63 ( en USD )

01/09/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324XRL63 en USD 0%, échue

1 000 USD

3 709 000 USD

17324XRL6

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 US17324XRL63, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/09/2022

424B2 1 dp111918_424b2-us1977126.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings
August 27, 2019
Medium-Term Senior Notes, Series N
Inc.
Pricing Supplement No. 2019-USNCH2771
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-
224495-03
Autocallable Contingent Coupon Equity Linked Securities Linked to Microsoft Corporation Due September 1, 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 on the performance of the underlying specified below. Although you will have downside exposure to the underlying, you
will not receive dividends with respect to the underlying or participate in any appreciation of the 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 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 wholly owned subsidiary of Citigroup Inc.
Guarantee:
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
Underlying:
Microsoft Corporation
Stated principal amount: $1,000 per security
Pricing date:
August 27, 2019
Issue date:
August 30, 2019
Valuation dates:
February 27, 2020, August 27, 2020, March 1, 2021, August 27, 2021, February 28, 2022 and
August 29, 2022 (the "final valuation date"), each subject to postponement if such date is not a
scheduled trading day or certain market disruption events occur
Maturity date:
Unless earlier redeemed, September 1, 2022
Contingent coupon
The fifth business day after each valuation date, except that the contingent coupon payment date
payment dates:
following the final valuation date will be the maturity date
Contingent coupon:
On each contingent coupon payment date, unless previously redeemed, the securities will pay a
contingent coupon equal to 4.00% of the stated principal amount of the securities (equivalent to a
contingent coupon rate of 8.00% per annum) if and only if the closing value of the underlying on
the immediately preceding valuation date is greater than or equal to the coupon barrier value. If
the closing value of the underlying on any valuation date is less than the coupon
barrier value, you will not receive any contingent coupon payment on the
immediately following contingent coupon payment date.
Payment at maturity:
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 is greater than or equal to the final barrier value:
$1,000
If the final underlying value is less than the final 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 shares based on the final underlying value)
If the securities are not automatically redeemed prior to maturity and the final
underlying value is less than the final barrier value, you will receive underlying
shares (or, in our sole discretion, cash) expected to be worth significantly less
than the stated principal amount of your securities, and possibly nothing, at
maturity, and you will not receive any contingent coupon payment at maturity.
Initial underlying value:
$135.74, the closing value of the underlying on the pricing date
Final underlying value:
The closing value of the underlying on the final valuation date
Coupon barrier value:
$108.592, 80.00% of the initial underlying value
Final barrier value:
$108.592, 80.00% of the initial underlying value
Equity ratio:
7.36703, the stated principal amount divided by the initial underlying value
Listing:
The securities will not be listed on any securities exchange
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
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Underwriting fee and
Issue price(1)
Underwriting fee(2)
Proceeds to issuer
issue price: Per security:
$1,000.00
$20.00
$980.00
Total:
$3,709,000.00
$74,180.00
$3,634,820.00
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $952.50 per security, which is less than the issue price. The
estimated value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication of actual
profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the
securities from you at any time after issuance. See "Valuation of the Securities" in this pricing supplement.
(2) For more information on the distribution of the securities, see "Supplemental Plan of Distribution" in this pricing supplement. In addition to the
underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See
"Use of Proceeds and Hedging" in the accompanying prospectus.
Investing in the securities involves risks not associated with an investment in conventional
debt securities. See "Summary Risk Factors" beginning on page PS-5.
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-04-08 dated February 15, 2019 Prospectus Supplement and Prospectus
each dated May 14, 2018
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
Citigroup Global Markets Holdings Inc.

KEY TERMS (continued)
Automatic early
If, on any potential autocall date, the closing value of the underlying is greater than or equal to the
redemption:
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. The automatic
early redemption feature may significantly limit your potential return on the
securities. If the underlying performs in a way that would otherwise be favorable,
the securities are likely to be automatically called for redemption prior to
maturity, cutting short your opportunity to receive contingent coupon payments.
The securities may be automatically called for redemption as early as the first
potential autocall date specified below.
Potential autocall dates: Each valuation date beginning in February 2020 and ending in February 2022
CUSIP / ISIN:
17324XRL6 / US17324XRL63
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 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 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 of common stock.
Please see the accompanying product supplement for more information.

PS-2
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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 value, coupon
barrier value, final barrier value or equity ratio. For the actual initial underlying value, coupon barrier value, final 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
payments on the securities will be calculated based on the actual initial underlying value, coupon barrier value, final barrier value
and equity ratio, and not the hypothetical values indicated below. For ease of analysis, figures below have been rounded.
Hypothetical initial underlying
value:
$100.00
Hypothetical coupon barrier
value:
$80.00 (80.00% of the hypothetical initial underlying value)
Hypothetical final barrier value: $80.00 (80.00% of the hypothetical initial underlying value)
Hypothetical equity ratio:
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 value of the underlying on the hypothetical valuation date is as indicated below.

Hypothetical payment per
Hypothetical closing value of $1,000.00 security on related
underlying on hypothetical
contingent coupon payment

valuation date
date
$85
$40.00
(greater than coupon barrier value;
(contingent coupon is paid;
Example 1
less than initial underlying value)
securities not redeemed)
$0
$45
(no contingent coupon; securities
Example 2
(less than coupon barrier value)
not redeemed)
$110
$1,040.00
(greater than coupon barrier value
(contingent coupon is paid;
Example 3
and initial underlying value)
securities redeemed)
Example 1: On the hypothetical valuation date, the closing value of the underlying is greater than the coupon barrier value but
less than the 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.
Example 2: On the hypothetical valuation date, the closing value of the underlying is less than the 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.
Investors in the securities will not receive a contingent coupon on the contingent coupon payment date
following a valuation date if the closing value of the underlying on that valuation date is less than the
coupon barrier value.
Example 3: On the hypothetical valuation date, the closing value of the underlying is greater than both the coupon barrier value
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and the 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
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 value is as indicated below.

Hypothetical payment at
Hypothetical final underlying
maturity per $1,000.00

value
security
$110.00
Example 4
(greater than final barrier value)
$1,040.00
A number of underlying
shares of the underlying (or,
in our sole discretion, cash)
$30.00
worth $300.00 based on the final
Example 5
(less than final barrier value)
underlying value
A number of underlying
shares of the underlying (or,
in our sole discretion, cash)
$0.00
worth $0.00 based on the final
Example 6
(less than final barrier value)
underlying value

PS-3
Citigroup Global Markets Holdings Inc.

Example 4: The final underlying value is greater than the 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 the underlying.
Example 5: The final underlying value is less than the final barrier value. Accordingly, at maturity, you would receive for each
security you then hold a fixed number of underlying shares of the underlying equal to the equity ratio (or, at our option, the cash
value thereof).
In this scenario, the value of a number of underlying shares of the underlying equal to the equity ratio, based on the final underlying
value, would be $300.00. Therefore, the value of the underlying shares of the underlying (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 underlying from the initial underlying value to the final underlying value. In addition, because the final underlying
value is below the coupon barrier value, you would not receive any contingent coupon payment at maturity.
If the final underlying value is less than the final barrier value, we will have the option to deliver to you on the maturity date either a
number of underlying shares of the underlying equal to the 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.
Example 6: The final underlying value is $0.00. In this scenario, the underlying shares of the underlying are worthless and you
would lose your entire investment in the securities at maturity. In addition, because the final underlying value is below the coupon
barrier value, you would not receive any contingent coupon payment at maturity.
It is possible that the closing value of the underlying will be less than the coupon barrier value on each
valuation date and less than the final barrier value on the final valuation date, such that you will not
receive any contingent coupon payments over the term of the securities and will receive significantly less
than the stated principal amount of your securities, and possibly nothing, at maturity.

PS-4
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Citigroup Global Markets Holdings Inc.

Summary Risk Factors
An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject
to all of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk
that we and Citigroup Inc. may default on our obligations under the securities, and are also subject to risks associated with the
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.

You may lose a significant portion or all of your investment. 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 and the final underlying value is less than the final barrier value, you will not
receive 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) 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.

You will not receive any contingent coupon on the contingent coupon payment date following any
valuation date on which the closing value of the underlying is less than the coupon barrier value. A
contingent coupon payment will be made on a contingent coupon payment date if and only if the closing value of the
underlying on the immediately preceding valuation date is greater than or equal to the coupon barrier value. If the closing
value of the underlying on any valuation date is less than the 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 underlying on
each valuation date is below the coupon barrier value, you will not receive any contingent coupon payments over the term
of the securities.

Higher contingent coupon rates are associated with greater 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 the closing value of
the underlying is an important factor affecting these risks. Greater expected volatility of the closing value of the underlying
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 underlying on one or more valuation dates will be less than the 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 will be less than the final barrier value, such that you will not be repaid the
stated principal amount of your securities at maturity.

You may not be adequately compensated for assuming the downside risk of the underlying. The
potential contingent coupon payments on the securities are the compensation you receive for assuming the downside risk
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of the 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 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 underlying.

The securities may be automatically redeemed prior to maturity, limiting your opportunity to receive
contingent coupon payments. On any potential autocall date, the securities will be automatically called for
redemption if the closing value of the underlying on that potential autocall date is greater than or equal to the initial
underlying value. As a result, if the 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 provides a
similar yield with a similar level of risk.

The securities offer downside exposure to the underlying, but no upside exposure to the underlying.
You will not participate in any appreciation in the value of the 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 the underlying over the term of

PS-5
Citigroup Global Markets Holdings Inc.

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 the underlying.

The performance of the securities will depend on the closing value of the underlying solely on the
valuation dates, which makes the securities particularly sensitive to volatility in the closing value of
the underlying on or near the valuation dates. 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 value of the underlying solely on the applicable valuation dates, regardless of the closing value of the
underlying 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 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 value
of the underlying on a limited number of dates, the securities will be particularly sensitive to volatility in the closing value of
the underlying on or near the valuation dates. You should understand that the closing value of the underlying has
historically been highly volatile.

The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup
Inc. 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.

The securities will not be listed on any securities exchange and you may not be able to sell them
prior to maturity. 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.

The estimated value of the securities on the pricing date, based on CGMI's proprietary pricing
models and our internal funding rate, is less than the issue price. The difference is attributable to certain
costs associated with selling, structuring and hedging the securities that are included in the issue price. These costs
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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.

The estimated value of the securities was determined for us by our affiliate using proprietary pricing
models. 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 the closing value of the underlying, the dividend yield on the underlying 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 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.

The estimated value of the securities would be lower if it were calculated based on our secondary
market rate. 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.

The estimated value of the securities is not an indication of the price, if any, at which CGMI or any
other person may be willing to buy the securities from you in the secondary market. 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,

PS-6
Citigroup Global Markets Holdings Inc.

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.

The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The
value of your securities prior to maturity will fluctuate based on the closing value of the underlying, the volatility of the
closing value of the underlying, the dividend yield on the underlying, 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 value of the underlying may not result in a comparable change in the value of your securities. You should
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understand that the value of your securities at any time prior to maturity may be significantly less than the issue price.

Immediately following issuance, any secondary market bid price provided by CGMI, and the value
that will be indicated on any brokerage account statements prepared by CGMI or its affiliates, will
reflect a temporary upward adjustment. 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.

Our offering of the securities is not a recommendation of the underlying. The fact that we are offering the
securities does not mean that we believe that investing in an instrument linked to the underlying 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 underlying or in instruments related to the underlying, and may publish research or express opinions, that
in each case are inconsistent with an investment linked to the underlying. These and other activities of our affiliates may
affect the closing value of the underlying in a way that negatively affects the value of and your return on the securities.

The closing value of the underlying may be adversely affected by our or our affiliates' hedging and
other trading activities. We expect to hedge our obligations under the securities through CGMI or other of our
affiliates, who may take positions in the underlying or in financial instruments related to the underlying and may adjust such
positions during the term of the securities. Our affiliates also take positions in the underlying or in financial instruments
related to the underlying 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 underlying 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 and our affiliates may have economic interests that are adverse to yours as a result of our
affiliates' business activities. 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 underlying 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.

The calculation agent, which is an affiliate of ours, will make important determinations with respect
to the securities. If certain events occur during the term of the securities, such as market disruption events and other
events with respect to the 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 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.

Even if the underlying pays a dividend that it identifies as special or extraordinary, no adjustment
will be required under the securities for that dividend unless it meets the criteria specified in the
accompanying product supplement. In general, an adjustment will not be made under the terms of the securities for
any cash dividend paid by the 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 the 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 the 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.

The securities will not be adjusted for all events that may have a dilutive effect on or otherwise
adversely affect the closing value of the underlying. 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 would not.

The securities may become linked to an underlying other than the original underlying upon the
occurrence of a reorganization event or upon the delisting of the underlying shares. For example, if the
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underlying enters into a merger agreement that provides for holders of the underlying shares to receive shares of another
entity and such shares are marketable securities, the closing value of the underlying following consummation of the merger
will be based on the value of such other shares. Additionally, if the underlying shares 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.

PS-7
Citigroup Global Markets Holdings Inc.

If the underlying shares are delisted, we may call the securities prior to maturity for an amount that
may be less than the stated principal amount. 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.

The U.S. federal tax consequences of an investment in the securities are unclear. 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.

PS-8
Citigroup Global Markets Holdings Inc.

Information About Microsoft Corporation
Microsoft Corporation develops, manufactures, licenses, sells, and supports software products. The company offers operating
system software, server application software, business and consumer applications software, software development tools, and
Internet and intranet software. Microsoft Corporation also develops video game consoles and digital music entertainment devices.
The underlying shares of Microsoft Corporation are registered under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Information provided to or filed with the SEC by Microsoft Corporation pursuant to the Exchange Act can be
https://www.sec.gov/Archives/edgar/data/200245/000095010319011432/dp111918_424b2-us1977126.htm[8/29/2019 3:52:38 PM]

located by reference to the SEC file number 001-37845 through the SEC's website at http://www.sec.gov. In addition, information
regarding Microsoft 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 Microsoft Corporation trade on the NASDAQ Global Select
Market under the ticker symbol "MSFT."
We have derived all information regarding Microsoft Corporation from publicly available information and have not independently
verified any information regarding Microsoft Corporation. This pricing supplement relates only to the securities and not to Microsoft
Corporation. We make no representation as to the performance of Microsoft Corporation over the term of the securities.
The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. Microsoft
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 Microsoft Corporation on August 27, 2019 was $135.74.
The graph below shows the closing value of Microsoft Corporation for each day such value was available from January 2, 2009 to
August 27, 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.

Microsoft Corporation Historical Closing Values
January 2, 2009 to August 27, 2019

PS-9
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
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