Obligation Citi Global Markets 11.85% ( US17326Y2D79 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17326Y2D79 ( en USD )

11.85% par an ( paiement semestriel )

27/05/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326Y2D79 en USD 11.85%, échue

1 000 USD

1 793 000 USD

17326Y2D7

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 US17326Y2D79, paye un coupon de 11.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/05/2022

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17326Y2D79, a été notée NR par l'agence de notation Moody's.

424B2 1 dp107343_424b2-us1969509.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
May 24, 2019
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2019-
USNCH2306
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-
224495 and 333-224495-03
Callable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the S&P 500® Index
and the SPDR® S&P® Biotech ETF Due May 27, 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 and (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. Each of
these risks will depend solely on the performance of the worst performing of the underlyings specified below.
? We have the right to call the securities for mandatory redemption on any potential redemption date specified below.
? You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in
any one of the underlyings. Although you will have downside exposure to the worst performing underlying, you will not receive
dividends with respect to any underlying or participate in any appreciation of any underlying.
? Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not
receiving any payments due under the securities if we and Citigroup Inc. default on our obligations. All 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
Initial underlying
Coupon barrier
Final barrier
value*
value**
value**

S&P 500® Index
2,826.06
1,836.939
1,836.939

SPDR® S&P® Biotech ETF
$82.91
$53.892
$53.892

* For each underlying, its closing value on the pricing date
** For each underlying, 65% of its initial underlying value
Stated principal
$1,000 per security
amount:
Pricing date:
May 24, 2019
Issue date:
May 31, 2019
Valuation dates: November 25, 2019, May 26, 2020, November 24, 2020, May 24, 2021, November 24, 2021 and May 24,
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 by us, May 27, 2022
Contingent
The fifth business day after each valuation date, except that the contingent coupon payment date following
coupon
the final valuation date will be the maturity date
payment dates:
Contingent
On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent
coupon:
coupon equal to 5.925% of the stated principal amount of the securities (equivalent to a contingent coupon
rate of approximately 11.85% per annum) if and only if the closing value of the worst performing
underlying on the immediately preceding valuation date is greater than or equal to its coupon barrier value.
If the closing value of the worst performing underlying on any valuation date is less than
its coupon barrier value, you will not receive any contingent coupon payment on the
immediately following contingent coupon payment date.
Payment at
Unless earlier redeemed by us prior to maturity, you will receive at maturity for each security you then hold:
maturity:
? If the final underlying value of the worst performing underlying on the final valuation date is greater
than or equal to its final barrier value:
$1,000 + the contingent coupon payment due at maturity
? If the final underlying value of the worst performing underlying on the final valuation date is less than its
final barrier value:
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$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation date)
If the securities are not redeemed prior to maturity and the final underlying value of the
worst performing underlying on the final valuation date is less than its final barrier value,
you will receive 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.
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
Underwriting fee and
Issue price(1)
Underwriting fee(2)
Proceeds to issuer
issue price: Per security:
$1,000
--
$1,000
Total:
$1,793,000
--
$1,793,000

(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $986.516 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 will pay selected dealers a structuring fee of up to $2.50 for each security sold in this offering. For more information on the distribution of the
securities, see "Supplemental Plan of Distribution" in this pricing supplement. 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.
Concurrent with this offering of the securities, the issuer is offering other securities that are similar to the securities but that have
economic terms that differ from those provided by the securities. The differences in the economic terms reflect differences in costs
to the issuer in connection with the distribution of the securities and such other securities.
Investing in the securities involves risks not associated with an investment in
conventional debt securities. See "Summary Risk Factors" beginning on page PS-6.
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, underlying 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, underlying supplement,
prospectus supplement and prospectus, which can be accessed via the hyperlinks below:
Product Supplement No. EA-04-08 dated February 15, 2019 Underlying Supplement No. 8 dated February
21, 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)
Redemption:
We may call the securities, in whole and not in part, for mandatory redemption on any potential
redemption date upon not less than five business days' notice. Following an exercise of our call
right, you will receive for each security you then hold an amount in cash equal to $1,000 plus the
related contingent coupon payment, if any.
Potential redemption
The contingent coupon payment dates related to the valuation dates beginning in November 2019
dates:
and ending in November 2021
Final underlying value:
For each underlying, its closing value on the final valuation date
Underlying return:
For each underlying on any valuation date, (i) its closing value on that valuation date minus its
initial underlying value, divided by (ii) its initial underlying value
Worst performing
For any valuation date, the underlying with the lowest underlying return determined as of that
underlying:
valuation date
CUSIP / ISIN:
17326Y2D7 / US17326Y2D79
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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 each underlying will be determined and about
adjustments that may be made to the terms of the securities upon the occurrence of market disruption events and other specified
events with respect to each underlying. The accompanying underlying supplement contains information about each underlying that
is 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 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 an underlying on any date is (i) in the case of an underlying that is an underlying index, its
closing level on such date and (ii) in the case of an underlying that is an underlying ETF, the closing price of its underlying shares
on such date, as provided in the accompanying product supplement. The "underlying shares" of an underlying ETF are its shares
that are traded on a U.S. national securities exchange. Please see the accompanying product supplement for more information.

PS-2
Citigroup Global Markets Holdings Inc.

Hypothetical Examples
The examples in the first section below illustrate how to determine whether a contingent coupon will be paid following a valuation
date. The examples in the second section below illustrate how to determine the payment at maturity on the securities, assuming the
securities are not redeemed prior to maturity. The examples are solely for illustrative purposes, do not show all possible outcomes
and are not a prediction of any payment that may be made on the securities.
The examples below are based on the following hypothetical values and do not reflect the actual initial underlying values, coupon
barrier values or final barrier values of the underlyings. For the actual initial underlying value, coupon barrier value and final barrier
value of each underlying, see the cover page of this pricing supplement. We have used these hypothetical values, rather than the
actual values, to simplify the calculations and aid understanding of how the securities work. However, you should understand that
the actual payments on the securities will be calculated based on the actual initial underlying value, coupon barrier value and final
barrier value of each underlying, and not the hypothetical values indicated below.

Underlying
Hypothetical initial
Hypothetical coupon
Hypothetical final barrier
underlying value
barrier value
value
S&P 500® Index
100
65 (65% of its hypothetical initial
65 (65% of its hypothetical
underlying value)
initial underlying value)
SPDR® S&P® Biotech
$100
$65 (65% of its hypothetical initial $65 (65% of its hypothetical
ETF
underlying value)
initial underlying value)
Hypothetical Examples of Contingent Coupon Payments Following a Valuation Date
The hypothetical examples below illustrate how to determine whether a contingent coupon will be paid following a hypothetical
valuation date, assuming that the closing values of the underlyings on the hypothetical valuation date are as indicated below.

Hypothetical closing value of Hypothetical closing value
Hypothetical payment
per $1,000 security on
S&P 500® Index on
of SPDR® S&P® Biotech
related contingent
hypothetical valuation date
ETF on hypothetical
valuation date
coupon payment date
90
$110
Example 1
(underlying return =
(underlying return =
$59.25
(contingent coupon is paid)
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(90 - 100) / 100 = -10%)
($110 - $100) / $100 = 10%)
120
$50
Example 2
(underlying return =
(underlying return =
$0
(120 - 100) / 100 = 20%)
($50 - $100) / $100 = -50%)
60
$45
Example 3
(underlying return =
(underlying return =
$0
(60 - 100) / 100 = -40%)
($45 - $100) / $100= -55%)

Example 1: On the hypothetical valuation date, the S&P 500® Index has the lowest underlying return and, therefore, is the worst
performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on
the hypothetical valuation date is greater than its coupon barrier value. As a result, investors in the securities would receive the
contingent coupon payment on the related contingent coupon payment date.

Example 2: On the hypothetical valuation date, the SPDR® S&P® Biotech ETF has the lowest underlying return and, therefore, is
the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing
underlying on the hypothetical valuation date is less than its coupon barrier value. As a result, investors would not receive any
payment on the related contingent coupon payment date.
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 worst performing underlying on that valuation date is
less than its coupon barrier value. Whether a contingent coupon is paid following a valuation date depends
solely on the closing value of the worst performing underlying on that valuation date.

Example 3: On the hypothetical valuation date, the SPDR® S&P® Biotech ETF has the lowest underlying return and, therefore, is
the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing
underlying on the hypothetical valuation date is less than its coupon barrier value. As a result, investors would not receive any
payment on the related contingent coupon payment date. In this example, the closing value of each underlying is less than its
coupon barrier value.

PS-3
Citigroup Global Markets Holdings Inc.

Hypothetical Examples of the Payment at Maturity on the Securities
The next hypothetical examples below illustrate how, if the securities are not redeemed prior to maturity, your payment at maturity
will depend on the final underlying value of the worst performing underlying on the final valuation date. Your actual payment at
maturity per security will depend on the actual final underlying value of the worst performing underlying on the final valuation date.

Hypothetical final
Hypothetical final underlying
Hypothetical payment at
underlying value of SPDR®
maturity per $1,000
value of S&P 500® Index
S&P® Biotech ETF
security
150
$140
Example 4
(underlying return =
(underlying return =
$1,059.25
(150 - 100) / 100 = 50%)
($140 - $100) / $100 = 40%)
(contingent coupon is paid)
40
$110
Example 5
(underlying return =
(underlying return =
$400
(40 - 100) / 100 = -60%)
($110 - $100) / $100 = 10%)
70
$20
Example 6
(underlying return =
(underlying return =
$200
(70 - 100) / 100 = -30%)
($20 - $100) / $100 = -80%)
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Example 4: On the final valuation date, the SPDR® S&P® Biotech ETF has the lowest underlying return and, therefore, is the
worst performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing
underlying on the final valuation date is greater than its final barrier value. Accordingly, at maturity, you would receive the stated
principal amount of the securities plus the contingent coupon payment due at maturity, but you would not participate in the
appreciation of any of the underlyings.

Example 5: On the final valuation date, the S&P 500® Index has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing underlying on
the final valuation date is less than its final barrier value. Accordingly, at maturity, you would receive a payment per security
calculated as follows:
Payment at maturity = $1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation date)
= $1,000 + ($1,000 × -60%)
= $1,000 + -$600
= $400
In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less than its
final barrier value, you would lose a significant portion of your investment in the securities. You would incur a loss based on the
performance of the worst performing underlying on the final valuation date. In addition, because the final underlying value of the
worst performing underlying on the final valuation date is below its coupon barrier value, you would not receive any contingent
coupon payment at maturity.

Example 6: On the final valuation date, the SPDR® S&P® Biotech ETF has the lowest underlying return and, therefore, is the
worst performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing
underlying on the final valuation date is less than its final barrier value. Accordingly, at maturity, you would receive a payment per
security calculated as follows:
Payment at maturity = $1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation date)
= $1,000 + ($1,000 × -80%)
= $1,000 + -$800
= $200
In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less than its
final barrier value, you would lose a significant portion of your investment in the securities. In addition, because the final underlying
value of the worst performing underlying on the final valuation date is below its coupon barrier value, you would not receive any
contingent coupon payment at maturity.
It is possible that the closing value of the worst performing underlying will be less than its coupon barrier
value on each valuation date and less than its 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
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 each
underlying. Accordingly, the securities are suitable only for investors who are capable of understanding the complexities and risks of
the securities. You should consult your own financial, tax and legal advisors as to the risks of an investment in the securities and
the suitability of the securities in light of your particular circumstances.
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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 we do not redeem the
securities prior to maturity, your payment at maturity will depend on the final underlying value of the worst performing
underlying on the final valuation date. If the final underlying value of the worst performing underlying on the final valuation date
is less than its final barrier value, you will lose 1% of the stated principal amount of the securities for every 1% by which the
worst performing underlying has declined from its initial underlying value. There is no minimum payment at maturity on the
securities, and you may lose up to all of your investment.
? You will not receive any contingent coupon on the contingent coupon payment date following any
valuation date on which the closing value of the worst performing underlying on that valuation date is
less than its 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 worst performing underlying on the immediately preceding valuation date is greater than or
equal to its coupon barrier value. If the closing value of the worst performing underlying on any valuation date is less than its
coupon barrier value, you will not receive any contingent coupon payment on the immediately following contingent coupon
payment date. If the closing value of the worst performing underlying on each valuation date is below its coupon barrier value,
you will not receive any contingent coupon payments over the term of the securities.
? 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, and correlation between, the closing
values of the underlyings are important factors affecting these risks. Greater expected volatility of, and lower expected
correlation between, the closing values of the underlyings as of the pricing date may result in a higher contingent coupon rate,
but would also represent a greater expected likelihood as of the pricing date that (i) the closing value of the worst performing
underlying on one or more valuation dates will be less than its coupon barrier value, such that you will not receive one or more,
or any, contingent coupon payments during the term of the securities and (ii) the final underlying value of the worst performing
underlying on the final valuation date will be less than its final barrier value, such that you will not be repaid the stated principal
amount of your securities at maturity.
? The securities are subject to heightened risk because they have multiple underlyings. The securities are
more risky than similar investments that may be available with only one underlying. With multiple underlyings, there is a greater
chance that any one underlying will perform poorly, adversely affecting your return on the securities.
? The securities are subject to the risks of each of the underlyings and will be negatively affected if any
one underlying performs poorly. You are subject to risks associated with each of the underlyings. If any one underlying
performs poorly, you will be negatively affected. The securities are not linked to a basket composed of the underlyings, where
the blended performance of the underlyings would be better than the performance of the worst performing underlying alone.
Instead, you are subject to the full risks of whichever of the underlyings is the worst performing underlying.
? You will not benefit in any way from the performance of any better performing underlying. The return on the
securities depends solely on the performance of the worst performing underlying, and you will not benefit in any way from the
performance of any better performing underlying.
? You will be subject to risks relating to the relationship between the underlyings. It is preferable from your
perspective for the underlyings to be correlated with each other, in the sense that their closing values tend to increase or
decrease at similar times and by similar magnitudes. By investing in the securities, you assume the risk that the underlyings
will not exhibit this relationship. The less correlated the underlyings, the more likely it is that any one of the underlyings will
perform poorly over the term of the securities. All that is necessary for the securities to perform poorly is for one of the
underlyings to perform poorly. It is impossible

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PS-5
Citigroup Global Markets Holdings Inc.

to predict what the relationship between the underlyings will be over the term of the securities. The underlyings differ in
significant ways and, therefore, may not be correlated with each other.

? You may not be adequately compensated for assuming the downside risk of the worst performing
underlying. The potential contingent coupon payments on the securities are the compensation you receive for assuming the
downside risk of the worst performing underlying, as well as all the other risks of the securities. That compensation is
effectively "at risk" and may, therefore, be less than you currently anticipate. First, the actual yield you realize on the securities
could be lower than you anticipate because the coupon is "contingent" and you may not receive a contingent coupon payment
on one or more, or any, of the contingent coupon payment dates. Second, the contingent coupon payments are the
compensation you receive not only for the downside risk of the worst performing underlying, but also for all of the other risks of
the securities, including the risk that the securities may be redeemed prior to maturity, interest rate risk and our and Citigroup
Inc.'s credit risk. If those other risks increase or are otherwise greater than you currently anticipate, the contingent coupon
payments may turn out to be inadequate to compensate you for all the risks of the securities, including the downside risk of the
worst performing underlying.
? We may redeem the securities at our option, which will limit your ability to receive the contingent
coupon payments. We may redeem the securities on any potential redemption date upon not less than five business days'
notice. In the event that we redeem the securities, you will receive the stated principal amount of your securities and the
related contingent coupon payment, if any. Thus, the term of the securities may be limited. If we redeem the securities prior to
maturity, you will not receive any additional contingent coupon payments. Moreover, you may not be able to reinvest your funds
in another investment that provides a similar yield with a similar level of risk. If we redeem the securities prior to maturity, it is
likely to be at a time when the underlyings are performing in a manner that would otherwise have been favorable to you. By
contrast, if the underlyings are performing unfavorably from your perspective, we are less likely to redeem the securities. If we
redeem the securities, we will do so at a time that is advantageous to us and without regard to your interests.
? The securities offer downside exposure to the worst performing underlying, but no upside exposure to
any underlying. You will not participate in any appreciation in the value of any underlying over the term of the securities.
Consequently, your return on the securities will be limited to the contingent coupon payments you receive, if any, and may be
significantly less than the return on any underlying over the term of the securities.
? You will not receive dividends or have any other rights with respect to the underlyings. You will not receive
any dividends with respect to the underlyings. This lost dividend yield may be significant over the term of the securities. The
payment scenarios described in this pricing supplement do not show any effect of such lost dividend yield over the term of the
securities. In addition, you will not have voting rights or any other rights with respect to the underlyings or the stocks included
in the underlyings.
? The performance of the securities will depend on the closing values of the underlyings solely on the
valuation dates, which makes the securities particularly sensitive to volatility in the closing values of
the underlyings on or near the valuation dates. Whether the contingent coupon will be paid on any given contingent
coupon payment date will depend on the closing values of the underlyings solely on the applicable valuation dates, regardless
of the closing values of the underlyings on other days during the term of the securities. If we do not redeem the securities prior
to maturity, what you receive at maturity will depend solely on the closing value of the worst performing underlying on the final
valuation date, and not on any other day during the term of the securities. Because the performance of the securities depends
on the closing values of the underlyings on a limited number of dates, the securities will be particularly sensitive to volatility in
the closing values of the underlyings on or near the valuation dates. You should understand that the closing value of each
underlying has historically been highly volatile.
? 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
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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 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

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Citigroup Global Markets Holdings Inc.

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, and
correlation between, the closing values of the underlyings, dividend yields on the underlyings and interest rates. CGMI's views
on these inputs may differ from your or others' views, and as an underwriter in this offering, CGMI's interests may conflict with
yours. Both the models and the inputs to the models may 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
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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.
? 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 values of the underlyings, the volatility of, and correlation
between, the closing values of the underlyings, dividend yields on the underlyings, interest rates generally, the time remaining
to maturity and our and Citigroup Inc.'s creditworthiness, as reflected in our secondary market rate, among other factors
described under "Risk Factors Relating to the Securities--Risk Factors Relating to All Securities--The value of your securities
prior to maturity will fluctuate based on many unpredictable factors" in the accompanying product supplement. Changes in the
closing values of the underlyings may not result in a comparable change in the value of your securities. You should understand
that the value of your securities at any time prior to maturity may be significantly less than the issue price.
? 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.
? The SPDR® S&P® Biotech ETF is subject to risks associated with investing in the biotechnology sector.
The stocks held by the SPDR® S&P® Biotech ETF are generally concentrated in the biotechnology industry. Companies within
the biotech industry invest heavily in research and development which may not necessarily lead to commercially successful
products. This industry is also subject to increased governmental regulation which may delay or inhibit the release of new
products. Many biotech companies are dependent upon their ability to use and enforce intellectual property rights and patents.
Any impairment of such rights may have adverse financial consequences. Biotech stocks, especially those of smaller, less-
seasoned companies, tend to be more volatile than the overall market. Biotech companies can be significantly affected by
technological change and obsolescence, product liability lawsuits and consequential high insurance costs.
? The SPDR® S&P® Biotech ETF is subject to risks associated with the health care sector. Companies in the
health care sector are subject to extensive government regulation and their profitability can be significantly affected by
restrictions on

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Citigroup Global Markets Holdings Inc.

government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure (including
price discounting), limited product lines and an increased emphasis on the delivery of healthcare through outpatient services.
Companies in the health care sector are heavily dependent on obtaining and defending patents, which may be time consuming
and costly, and the expiration of patents may also adversely affect the profitability of the companies. Health care companies are
also subject to extensive litigation based on product liability and similar claims. In addition, their products can become obsolete
due to industry innovation, changes in technologies or other market developments. Many new products in the health care sector
require significant research and development and may be subject to regulatory approvals, all of which may be time consuming
and costly with no guarantee that any product will come to market.

? Our offering of the securities is not a recommendation of any underlying. The fact that we are offering the
securities does not mean that we believe that investing in an instrument linked to the underlyings is likely to achieve favorable
returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short positions) in the
underlyings or in instruments related to the underlyings, and may publish research or express opinions, that in each case are
inconsistent with an investment linked to the underlyings. These and other activities of our affiliates may affect the closing
values of the underlyings in a way that negatively affects the value of and your return on the securities.
? The closing value of an 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 underlyings or in financial instruments related to the underlyings and may adjust such positions during the
term of the securities. Our affiliates also take positions in the underlyings or in financial instruments related to the underlyings
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on a regular basis (taking long or short positions or both), for their accounts, for other accounts under their management or to
facilitate transactions on behalf of customers. These activities could affect the closing value of the underlyings in a way that
negatively affects the value of and your return on the securities. They could also result in substantial returns for us or our
affiliates while the value of the securities declines.
? We 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 underlyings in a way that negatively affects the value of and your return on the securities.
They could also result in substantial returns for us or our affiliates while the value of the securities declines. In addition, in the
course of this business, we or our affiliates may acquire non-public information, which will not be disclosed to you.
? 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 an underlying, CGMI, as calculation agent, will be required to make discretionary judgments that could
significantly affect your return on the securities. In making these judgments, the calculation agent's interests as an affiliate of
ours could be adverse to your interests as a holder of the 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.
? In the case of an underlying that is an underlying ETF, 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 an underlying that is an underlying
ETF 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 an underlying that is an underlying ETF 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.
? In the case of an underlying that is an underlying ETF, 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.
? In the case of an underlying that is an underlying ETF, 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 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.

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Citigroup Global Markets Holdings Inc.

? In the case of an underlying that is an underlying ETF, the value and performance of the underlying
shares may not completely track the performance of the underlying index that the underlying seeks to
track or the net asset value per share of the underlying. In the case of an underlying that is an underlying ETF, the
underlying does not fully replicate the underlying index that it seeks to track and may hold securities different from those
included in its underlying index. In addition, the performance of the underlying will reflect additional transaction costs and fees
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