Obligation Citi Global Markets 0% ( US17326W8038 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17326W8038 ( en USD )

03/05/2024 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326W8038 en USD 0%, échue

1 000 USD

15 108 000 USD

17326W803

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 US17326W8038, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/05/2024

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17326W8038, a été notée NR par l'agence de notation Moody's.

424B2 1 dp106197_424b2-us1967567.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
April 3 0 , 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 2 2 4
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
1,510,843 Dual Directional Trigger Jump Securities Based on the S&P 500® Index Due May 3, 2024
Princ ipa l a t Risk Se c urit ie s
Ove rvie w
? 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 that may be greater than, equal to or less than
the stated principal amount, depending on the performance of the S&P 500® Index (the "underlying index") from the initial index
level to the final index level.
? The securities offer the greater of (i) a fixed positive return at maturity if the underlying index remains the same or appreciates
from the initial index level to the final index level and (ii) 1-to-1 participation in any appreciation of the underlying index. The
securities also offer the potential for a positive return at maturity based on the absolute value of a limited range of potential
depreciation (not more than 20.00%) of the underlying index. In exchange for these features, investors in the securities must be
willing to forgo any dividends that may be paid on the stocks that constitute the underlying index. In addition, investors in the
securities must be willing to accept full downside exposure to the underlying index if the underlying index depreciates by more
than 20.00%. I f t he unde rlying inde x de pre c ia t e s by m ore t ha n 2 0 .0 0 % from t he pric ing da t e t o t he va lua t ion
da t e , you w ill lose 1 % of t he st a t e d princ ipa l a m ount of your se c urit ie s for e ve ry 1 % by w hic h t he fina l
inde x le ve l is le ss t ha n t he init ia l inde x le ve l. T he re is no m inim um pa ym e nt a t m a t urit y.
? In order to obtain the modified exposure to the underlying index that the securities provide, investors must be willing to accept (i)
an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount 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 rlying inde x :
The S&P 500® Index (ticker symbol: "SPX")
Aggre ga t e st a t e d princ ipa l
$15,108,430
a m ount :
St a t e d princ ipa l a m ount :
$10 per security
Pric ing da t e :
April 30, 2019
I ssue da t e :
May 3, 2019. See "Supplemental Plan of Distribution" in this pricing supplement.
V a lua t ion da t e :
April 30, 2024, subject to postponement if such date is not a scheduled trading day or if
certain market disruption events occur
M a t urit y da t e :
May 3, 2024
Pa ym e nt a t m a t urit y:
For each $10 stated principal amount security you hold at maturity:
If the final index level is greater than or equal to the initial index level:
$10 + the greater of (i) fixed return amount and (ii) $10 × the index return
If the final index level is less than the initial index level but greater than or equal
t o the trigger level:
$10 + ($10 × the absolute index return)
If the final index level is less than the trigger level:
$10 + ($10 × the index return)
I f t he fina l inde x le ve l is le ss t ha n t he t rigge r le ve l, your pa ym e nt a t m a t urit y
w ill be le ss, a nd possibly signific a nt ly le ss, t ha n $ 8 .0 0 pe r se c urit y. Y ou
should not inve st in t he se c urit ie s unle ss you a re w illing a nd a ble t o be a r t he
risk of losing a signific a nt port ion of your inve st m e nt .
I nit ia l inde x le ve l:
2,945.83, the closing level of the underlying index on the pricing date
Fina l inde x le ve l:
The closing level of the underlying index on the valuation date
Fix e d re t urn a m ount :
$3.35 per security (33.5% of the stated principal amount). You will receive the fixed return
amount only if the final index level is greater than or equal to the initial index level.
Absolut e inde x re t urn:
The absolute value of the index return
I nde x re t urn:
(i) The final index level minus the initial index level, divided by (ii) the initial index level
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T rigge r le ve l:
2,356.664, 80.00% of the initial index level
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17326W803 / US17326W8038
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
Proc e e ds t o issue r
pric e :
Pe r se c urit y:
$10.00
$0.30(2)
$9.65

$0.05(3)

T ot a l:
$15,108,430.00
$528,795.05
$14,579,634.95
(1) On the date of this pricing supplement, the estimated value of the securities is $9.614 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) 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 $0.35 for each $10.00 security sold in this offering. Certain selected dealers, including Morgan Stanley Wealth
Management, and their financial advisors will collectively receive from CGMI a fixed selling concession of $0.30 for each $10.00 security they
sell. Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the
securities declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by CGMI of $0.05 for each security.
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 (t he "SEC") 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 , unde rlying 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, underlying supplement,
prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 2 -0 8 da t e d Fe brua ry 1 5 , 2 0 1 9 U nde rlying Supple m e nt N o. 8 da t e d
Fe brua ry 2 1 , 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 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 .
Citigroup Global Markets Holdings Inc.
1,510,843 Dual Directional Trigger Jump Securities Based on the S&P 500® Index Due May 3, 2024
Princ ipa l a t Risk Se c urit ie s

Additional Information

The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as
supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain
important disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could affect your
payment at maturity. These events and their consequences are described in the accompanying product supplement in the sections
"Description of the Securities--Consequences of a Market Disruption Event; Postponement of a Valuation Date" and "Description of
the Securities--Certain Additional Terms for Securities Linked to an Underlying Index--Discontinuance or Material Modification of
an Underlying Index," and not in this pricing supplement. The accompanying underlying supplement contains important disclosures
regarding the underlying index that are not repeated in this pricing supplement. It is important that you read the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement in
connection with your investment in the securities. Certain terms used but not defined in this pricing supplement are defined in the
accompanying product supplement.

Investment Summary

The securities can be used:

As an alternative to direct exposure to the underlying index that provides a fixed return of 33.5% if the underlying index has
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not depreciated as of the valuation date and offers an uncapped 1-to-1 participation in the appreciation of the underlying
index in excess of the fixed return;

To obtain a positive return for a limited range of negative performance of the underlying index; and

To potentially outperform the underlying index in a moderately bullish or moderately bearish scenario, without taking into
account lost dividend yield.

If the final index level is less than the trigger level, the securities are exposed on a 1-to-1 basis to the percentage decline of the
final index level from the initial index level. Accordingly, investors may lose their entire initial investment in the securities.

M a t urit y:
Approximately 5 years
Fix e d re t urn a m ount :
$3.35 per security (33.5% of the stated principal amount)
T rigge r le ve l:
80% of the initial index level
M inim um pa ym e nt a t
None. Investors may lose their entire initial investment in the securities.
m a t urit y:
Coupon:
None

Key Investment Rationale

The securities offer the potential for a positive return at maturity regardless of whether the underlying index appreciates or
depreciates, but only so long as any depreciation does not exceed 20.00%. At maturity, if the final index level is gre a t e r t ha n
or e qua l t o the initial index level, investors will receive the greater of (i) a fixed return of 33.5% and (ii) 1-to-1 participation in any
appreciation of the underlying index. If the final index level is le ss t ha n the initial index level, but not by more than 20.00%,
investors will receive the stated principal amount of their investment plus a positive return equal to the absolute value of the
percentage decline, which will effectively be limited to a positive return of 20.00%. However, if the final index level is le ss t ha n
the initial index level by more than 20.00%, investors will be negatively exposed to the full amount of the percentage decline in the
underlying index from the initial index level to the final index level and will lose 1% of the stated principal amount for every 1% of
that decline. I nve st ors m a y lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. All payments on the securities are
subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

The securities offer the potential for a positive return at maturity regardless of whether the underlying index
Fix e d Re t urn
appreciates or depreciates, but only so long as any depreciation does not exceed 20.00%. The securities
a nd Absolut e
offer (i) a fixed positive return if the underlying index remains the same or appreciates at all, (ii) an uncapped
Re t urn
1-to-1 participation in the appreciation of the underlying index in excess of the fixed return and (iii) a positive
Fe a t ure s:
return equal to the absolute value of the depreciation of the underlying index if the underlying index
depreciates by up to 20.00%.

April 2019
PS-2
Citigroup Global Markets Holdings Inc.
1,510,843 Dual Directional Trigger Jump Securities Based on the S&P 500® Index Due May 3, 2024
Princ ipa l a t Risk Se c urit ie s

U pside Sc e na rio
if t he
The final index level is greater than or equal to the initial index level. In this case, you receive for each
U nde rlying
security that you hold $10 plus greater of (i) the fixed return amount and (ii) $10 multiplied by the index
I nde x
return. There is no maximum payment at maturity.
Appre c ia t e s:
The final index level is less than the initial index level but is greater than or equal to the trigger level, which
is 80% of the initial index level. In this case, you receive a 1% positive return on the securities for each 1%
Absolut e Re t urn negative return on the underlying index. For example, if the final index level is 5% less than the initial index
Sc e na rio:
level, the securities will provide a positive return of 5% at maturity. The maximum return you may receive in
this scenario is a positive 20.00% return at maturity.
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The final index level is less than the trigger level. In this case, you would receive at least 20.00% less than
the stated principal amount, and this decrease will be by an amount proportionate to the decline in the level
Dow nside
of the underlying index over the term of the securities. Under these circumstances, the payment at maturity
Sc e na rio:
will be less than $8.00 per security. For example, if the final index level is 50% less than the initial index
level, you would receive at maturity 50% of the stated principal amount. There is no minimum payment at
maturity on the securities, and investors may lose their entire initial investment.

Hypothetical Examples

The diagram below illustrates your payment at maturity for a range of hypothetical index returns. The diagram and examples below
are based on a fixed return amount of $3.35, which is equivalent to a fixed return at maturity of 33.5%.

I nve st ors in t he se c urit ie s w ill not re c e ive a ny divide nds on t he st oc k s t ha t c onst it ut e t he unde rlying inde x .
T he dia gra m a nd e x a m ple s be low do not show a ny e ffe c t of lost divide nd yie ld ove r t he t e rm of t he
se c urit ie s. See "Summary Risk Factors--Investing in the securities is not equivalent to investing in the underlying index or the
stocks that constitute the underlying index" below.

Dua l Dire c t iona l T rigge r J um p Se c urit ie s Pa ym e nt a t M a t urit y Dia gra m
The Securities The Underlying Index
April 2019
PS-3
Citigroup Global Markets Holdings Inc.
1,510,843 Dual Directional Trigger Jump Securities Based on the S&P 500® Index Due May 3, 2024
Princ ipa l a t Risk Se c urit ie s

Your actual payment at maturity per security will depend on the actual initial index level, the actual trigger level and the actual final
index level. The examples below are intended to illustrate how your payment at maturity will depend on whether the final index
level is greater than or less than the initial index level and by how much. The examples are based on a hypothetical initial index
level of 2,800.00 and a hypothetical trigger level of 2,240.00.

Ex a m ple 1 --U pside Sc e na rio A. The hypothetical final index level is 3,080.00 (a 10.00% increase from the hypothetical initial
index level), which is gre a t e r t ha n the hypothetical initial index level by le ss t ha n the fixed return of 33.5%.

Payment at maturity per security = $10 + the greater of (i) fixed return amount and (ii) $10 × the index return
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= $10 + the greater of (i) $3.35 and (ii) $10 × 10.00%

= $10 + $3.35

= $13.35

Because the underlying index appreciated from the hypothetical initial index level to the hypothetical final index level and the fixed
return is greater than the index return, your total return on the securities at maturity in this scenario would equal the fixed return of
33.5%.

Ex a m ple 2 --U pside Sc e na rio B. The hypothetical final index level is 4,200.00 (a 50.00% increase from the hypothetical initial
index level), which is gre a t e r t ha n the hypothetical initial index level by m ore t ha n the fixed return of 33.5%.

Payment at maturity per security = $10 + the greater of (i) fixed return amount and (ii) $10 × the index return

= $10 + the greater of (i) $3.35 and (ii) $10 × 50.00%

= $10 + $5.00

= $15.00

Because the underlying index appreciated from the hypothetical initial index level to the hypothetical final index level and the index
return is greater than the fixed return, your total return on the securities at maturity in this scenario would reflect 1-to-1 exposure to
the appreciation of the underlying index.

Ex a m ple 3 --U pside Sc e na rio C. The hypothetical final index level is 2,520.00 (a 10.00% decrease from the hypothetical initial
index level), which is le ss t ha n the hypothetical initial index level but gre a t e r t ha n the hypothetical trigger level.

Payment at maturity per security = $10 + ($10 × the absolute index return)

= $10 + ($10 × |-10.00%|)

=$10 + $1.00 = $11.00

Because the hypothetical final index level is less than the hypothetical initial index level, but not by more than 20.00%, your
payment at maturity in this scenario would reflect 1-to-1 positive exposure to the absolute value of the negative performance of the
underlying index.

Ex a m ple 4 --Dow nside Sc e na rio. The hypothetical final index level is 840.00 (a 70.00% decrease from the hypothetical initial
index level), which is le ss t ha n the hypothetical trigger level.

Payment at maturity per security = $10 + ($10 × the index return)

= $10 + ($10 × -70.00%)

= $10 + -$7.00

= $3.00

Because the underlying index depreciated from the hypothetical initial index level to the hypothetical final index level by more than
20.00%, your payment at maturity in this scenario would reflect 1-to-1 exposure to the negative performance of the underlying
index.

April 2019
PS-4
Citigroup Global Markets Holdings Inc.
1,510,843 Dual Directional Trigger Jump Securities Based on the S&P 500® Index Due May 3, 2024
Princ ipa l a t Risk Se c urit ie s
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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 that are 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 index. 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 som e or a ll of your inve st m e nt . Unlike conventional debt securities, the securities do not repay a fixed
amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlying index. If the
final index level is less than the trigger level, the absolute return feature will no longer be available and the payout at maturity
will be at least 20% less than the stated principal amount of the securities, and you will lose 1% of the stated principal amount
of the securities for every 1% by which the final index level is less than the initial index level. There is no minimum payment at
maturity on the securities, and you could lose your entire investment.

T he se c urit ie s do not pa y int e re st . Unlike conventional debt securities, the securities do not pay interest or any other
amounts prior to maturity. You should not invest in the securities if you seek current income during the term of the securities.

I nve st ing in t he se c urit ie s is not e quiva le nt t o inve st ing in t he unde rlying inde x or t he st oc k s t ha t
c onst it ut e t he unde rlying inde x . You will not have voting rights, rights to receive dividends or other distributions or any
other rights with respect to the stocks that constitute the underlying index. As of April 30, 2019, the average dividend yield of
the underlying index was approximately 1.88% per year. While it is impossible to know the future dividend yield of the
underlying index, if this average dividend yield were to remain constant for the term of the securities, you would be forgoing an
aggregate yield of approximately 9.40% (assuming no reinvestment of dividends) by investing in the securities instead of
investing directly in the stocks that constitute the underlying index or in another investment linked to the underlying index that
provides for a pass-through of dividends. The payment scenarios described in this pricing supplement do not show any effect
of lost dividend yield over the term of the securities.

Y our pa ym e nt a t m a t urit y de pe nds on t he c losing le ve l of t he unde rlying inde x on a single da y. Because
your payment at maturity depends on the closing level of the underlying index solely on the valuation date, you are subject to
the risk that the closing level of the underlying index on that day may be lower, and possibly significantly lower, than on one or
more other dates during the term of the securities. If you had invested in another instrument linked to the underlying index that
you could sell for full value at a time selected by you, or if the payment at maturity were based on an average of closing levels
of the underlying index, you might have achieved better returns.

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.

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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) the selling
concessions and structuring 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

April 2019
PS-5
Citigroup Global Markets Holdings Inc.
1,510,843 Dual Directional Trigger Jump Securities Based on the S&P 500® Index Due May 3, 2024
Princ ipa l a t Risk Se c urit ie s

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 the
underlying index, dividend yields on the stocks that constitute the underlying index 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.

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 we will pay to investors in the securities, which do not bear interest.

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 level and volatility of the underlying index and a number of other
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factors, including the price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that
constitute the underlying index, interest rates generally, the time remaining to maturity and our and/or Citigroup Inc.'s
creditworthiness, as reflected in our secondary market rate. Changes in the level of the underlying index 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.

Our offe ring of t he se c urit ie s doe s not c onst it ut e a re c om m e nda t ion of t he unde rlying inde x . The fact that
we are offering the securities does not mean that we believe that investing in an instrument linked to the underlying index 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 stocks that constitute the underlying index or in instruments related to the underlying index or
such stocks, and may publish research or express opinions, that in each case are inconsistent with an investment linked to the
underlying index. These and other activities of our affiliates may affect the level of the underlying index in a way that has a
negative impact on your interests as a holder of the securities.

T he le ve l of t he unde rlying inde x 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 have hedged our obligations under the securities through CGMI or other of our affiliates, who have
taken positions directly in the stocks that constitute the underlying index and other financial instruments related to the
underlying index or such stocks and

April 2019
PS-6
Citigroup Global Markets Holdings Inc.
1,510,843 Dual Directional Trigger Jump Securities Based on the S&P 500® Index Due May 3, 2024
Princ ipa l a t Risk Se c urit ie s

may adjust such positions during the term of the securities. Our affiliates also trade the stocks that constitute the underlying
index and other financial instruments related to the underlying index or such stocks 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 level of the underlying index in a way that negatively affects the value of 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 may currently or from time to time engage in business with the issuers of the stocks that
constitute the underlying index, including extending loans to, making equity investments in or providing advisory services to
such issuers. In the course of this business, we or our affiliates may acquire non-public information about such issuers, which
we will not disclose to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any
remedies against any such issuer that are available to them without regard to your interests.

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, such as market disruption events or the discontinuance of the underlying index,
CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your payment at
maturity. 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.

Adjust m e nt s t o t he unde rlying inde x m a y a ffe c t t he va lue of your se c urit ie s. S&P Dow Jones Indices LLC (the
"underlying index publisher") may add, delete or substitute the stocks that constitute the underlying index or make other
methodological changes that could affect the level of the underlying index. The underlying index publisher may discontinue or
suspend calculation or publication of the underlying index at any time without regard to your interests as holders of the
securities.

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 prepaid forward contracts. If the IRS were successful
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in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities
might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely
affect the U.S. federal tax treatment of the securities, possibly retroactively.

If you are a non-U.S. investor, you should review the discussion of withholding tax issues in "United States Federal Tax
Considerations--Non-U.S. Holders" below.

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.

April 2019
PS-7
Citigroup Global Markets Holdings Inc.
1,510,843 Dual Directional Trigger Jump Securities Based on the S&P 500® Index Due May 3, 2024
Princ ipa l a t Risk Se c urit ie s

Information About the S&P 500® Index

The S&P 500® Index consists of the common stocks of 500 issuers selected to provide a performance benchmark for the large
capitalization segment of the U.S. equity markets. It is calculated and maintained by S&P Dow Jones Indices LLC. The S&P 500®
Index is reported by Bloomberg L.P. under the ticker symbol "SPX."

"Standard & Poor's," "S&P" and "S&P 500®" are trademarks of Standard & Poor's Financial Services LLC and have been licensed
for use by Citigroup Inc. and its affiliates. For more information, see "Equity Index Descriptions--The S&P U.S. Indices--License
Agreement" in the accompanying underlying supplement.

Please refer to the section "Equity Index Descriptions--The S&P U.S. Indices--The S&P 500 ® Index" in the accompanying
underlying supplement for important disclosures regarding the S&P 500® Index.

H ist oric a l I nform a t ion

The closing level of the underlying index on April 30, 2019 was 2,945.83.

The graph below shows the closing levels of the underlying index for each day such level was available from January 2, 2014 to
April 30, 2019. We obtained the closing levels from Bloomberg L.P., without independent verification. You should not take the
historical levels of the underlying index as an indication of future performance.

S& P 5 0 0 ® I nde x H ist oric a l Closing Le ve ls
J a nua ry 2 , 2 0 1 4 t o April 3 0 , 2 0 1 9
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*The red line indicates the trigger level of 2,356.664, equal to 80.00% of the closing level on April 30, 2019.

April 2019
PS-8
Citigroup Global Markets Holdings Inc.
1,510,843 Dual Directional Trigger Jump Securities Based on the S&P 500® Index Due May 3, 2024
Princ ipa l a t Risk Se c urit ie s

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.

In the opinion of our counsel, Davis Polk & Wardwell LLP, which is based on current market conditions, a security should be
treated as a prepaid forward contract for U.S. federal income tax purposes. By purchasing a security, you agree (in the absence of
an administrative determination or judicial ruling to the contrary) to this treatment. There is uncertainty regarding this treatment, and
the IRS or a court might not agree with it.

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:

·
You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or
exchange.

·
Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to
the difference between the amount realized and your tax basis in the security. Such gain or loss should be long-term
capital gain or loss if you held the security for more than one year.

We do not plan to request a ruling from the IRS regarding the treatment of the securities. An alternative characterization of the
securities could materially and adversely affect the tax consequences of ownership and disposition of the securities, including the
timing and character of income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on
various issues regarding the U.S. federal income tax treatment of "prepaid forward contracts" and similar financial instruments and
have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore, members of
Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, 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, possibly with retroactive effect. You should consult your tax adviser regarding possible alternative tax
treatments of the securities and potential changes in applicable law.
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