Obligation Citi Global Markets 0% ( US17326Y6K76 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17326Y6K76 ( en USD )

19/01/2024 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326Y6K76 en USD 0%, échue

1 000 USD

2 787 000 USD

17326Y6K7

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.

Citigroup Global Markets Holdings a remboursé le 19 janvier 2024 son obligation (US17326Y6K76/17326Y6K7) émise aux États-Unis, d'un montant total de 2 787 000 USD, à un taux d'intérêt de 0%, avec une taille minimale d'achat de 1 000 USD et une fréquence de paiement semestrielle, son prix au marché atteignant 100% à échéance.

424B2 1 dp101067_424b2-us1961749.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
J a nua ry 1 6 , 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 1 8 2 8
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 1 6 3 7 2 a nd 3 3 3 -2 1 6 3 7 2 -0 1
Autocallable Securities Linked to the Worst Performing of the S&P 500® Index, the Russell 2000® Index and the Dow
Jones Industrial AverageTM Due January 19, 2024
?
The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and
guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest, do not guarantee the repayment of
principal at maturity and are subject to potential automatic early redemption on a periodic basis on the terms described below. Your return
on the securities will depend solely on the performance of the w orst pe rform ing of the underlyings specified below.
?
The securities offer the potential for automatic early redemption at a premium following the first valuation date (other than the final
valuation date) on which the closing value of the worst performing underlying on that valuation date is greater than or equal to its initial
underlying value. If the securities are not automatically redeemed prior to maturity, the payment at maturity will depend on the final
underlying value of the worst performing underlying on the final valuation date. In this circumstance, you will be repaid the stated principal
amount of your securities at maturity so long as the final underlying value of the worst performing underlying on the final valuation date is
greater than or equal to its trigger value specified below, and if the final underlying value of the worst performing underlying on the final
valuation date is also greater than or equal to its initial underlying value, you will also receive a premium. H ow e ve r, if t he se c urit ie s
a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y a nd t he fina l unde rlying va lue of t he w orst pe rform ing unde rlying
on t he fina l va lua t ion da t e is le ss t ha n it s t rigge r va lue , you w ill inc ur a signific a nt loss a t m a t urit y a nd w ill ha ve
full dow nside e x posure t o t he de pre c ia t ion of t he w orst pe rform ing unde rlying from it s init ia l unde rlying va lue t o
it s fina l unde rlying va lue .
?
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 or participate
in any appreciation of any of the underlyings.
?
Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving
any payments due under the securities if we and Citigroup Inc. default on our obligations. All pa ym e nt s on t he se c urit ie s a re
subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
K EY T ERM S
I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
U nde rlyings:
U nde rlying
I nit ia l unde rlying va lue *
T rigge r va lue * *

S&P 500® Index
2,616.10
1,569.660

Russell 2000® Index
1,454.697
872.818

Dow Jones Industrial AverageTM
24,207.16
14,524.296

* For each underlying, its closing value on the pricing date
** For each underlying, 60% of its initial underlying value
St a t e d princ ipa l
$1,000 per security
a m ount :
Pric ing da t e :
January 16, 2019
I ssue da t e :
January 22, 2019
V a lua t ion da t e s:
January 16, 2020, April 16, 2020, July 16, 2020, October 16, 2020, January 19, 2021, April 16, 2021, July 16,
2021, October 18, 2021, January 18, 2022, April 18, 2022, July 18, 2022, October 17, 2022, January 17, 2023,
April 17, 2023, July 17, 2023, October 16, 2023 and January 16, 2024 (the "final valuation date"), each subject to
postponement if such date is not a scheduled trading day or certain market disruption events occur
M a t urit y da t e :
Unless earlier redeemed, January 19, 2024
Aut om a t ic e a rly
If, on any valuation date prior to the final valuation date, the closing value of the worst performing underlying on
re de m pt ion:
that valuation date is greater than or equal to its initial underlying value, the securities will be automatically
redeemed on the fifth business day immediately following that valuation date for an amount in cash per security
equal to $1,000 plus the premium applicable to that valuation date. If the securities are automatically redeemed
following any valuation date prior to the final valuation date, they will cease to be outstanding and you will not
receive the premium applicable to any later valuation date.
Pa ym e nt a t m a t urit y:
If the securities are not automatically redeemed prior to maturity, you will receive at maturity, for each security you
then hold, an amount in cash equal to:

If the final underlying value of the worst performing underlying on the final valuation date is gre a t e r t ha n
or e qua l t o its initial underlying value: $1,000 + the premium applicable to the final valuation date

If the final underlying value of the worst performing underlying on the final valuation date is le ss t ha n its
initial underlying value but gre a t e r t ha n or e qua l t o its trigger value: $1,000

If the final underlying value of the worst performing underlying on the final valuation date is le ss t ha n its
trigger value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation date)
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I f t he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y a nd t he fina l unde rlying
va lue of t he w orst pe rform ing unde rlying on t he fina l va lua t ion da t e is le ss t ha n it s t rigge r
va lue , you w ill re c e ive signific a nt ly le ss t ha n t he st a t e d princ ipa l a m ount of your se c urit ie s,
a nd possibly not hing, a t m a t urit y.
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17326Y6K7 / US17326Y6K76
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
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r (3)
issue pric e :
Pe r se c urit y:
$1,000
$42.25
$957.75
T ot a l:
$2,787,000.00
$117,750.75
$2,669,249.25
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $970.70 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 receive an underwriting fee of up to $42.25 for each security sold in this offering. The total underwriting fee and proceeds to
issuer in the table above give effect to the actual total underwriting fee. 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.
(3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security, assuming the
maximum per security underwriting fee. As noted above, the underwriting fee is variable.
I nve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l
de bt se c urit ie s. Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS -7 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d
of t he se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying produc t supple m e nt , 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, which can be accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 2 -0 7 da t e d J une 1 5 , 2 0 1 8
U nde rlying Supple m e nt N o. 7 da t e d J uly 1 6 , 2 0 1 8
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d April 7 , 2 0 1 7
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e Corpora t ion
or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.

K EY T ERM S (c ont inue d)
Pre m ium :
The premium applicable to each valuation date is set forth below. T he pre m ium m a y be signific a nt ly
le ss t ha n t he a ppre c ia t ion of a ny unde rlying from t he pric ing da t e t o t he a pplic a ble
va lua t ion da t e .

·
January 16, 2020:
10.20% of the stated principal amount

·
April 16, 2020:
12.75% of the stated principal amount

·
July 16, 2020:
15.30% of the stated principal amount

·
October 16, 2020:
17.85% of the stated principal amount

·
January 19, 2021:
20.40% of the stated principal amount

·
April 16, 2021:
22.95% of the stated principal amount

·
July 16, 2021:
25.50% of the stated principal amount

·
October 18, 2021:
28.05% of the stated principal amount

·
January 18, 2022:
30.60% of the stated principal amount

·
April 18, 2022:
33.15% of the stated principal amount

·
July 18, 2022:
35.70% of the stated principal amount

·
October 17, 2022:
38.25% of the stated principal amount

·
January 17, 2023:
40.80% of the stated principal amount

·
April 17, 2023:
43.35% of the stated principal amount

·
July 17, 2023:
45.90% of the stated principal amount

·
October 16, 2023:
48.45% of the stated principal amount

·
January 16, 2024:
51.00% of the stated principal amount
U nde rlying re t urn:
For each underlying on any valuation date, (i) its closing value on that valuation date minus its initial
underlying value divided by (ii) its initial underlying value
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Worst pe rform ing
For any valuation date, the underlying with the lowest underlying return determined as of that valuation date
unde rlying:
Fina l unde rlying va lue :
For each underlying, its closing value on the final valuation date

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, 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.

PS-2
Citigroup Global Markets Holdings Inc.

Payout Tables and Diagram

The table below illustrates how the amount payable per security will be calculated if the closing value of the worst performing underlying on any
valuation date is greater than or equal to its initial underlying value.

I f t he first va lua t ion da t e on w hic h t he c losing va lue
of t he w orst pe rform ing unde rlying on t ha t va lua t ion
. . . t he n you w ill re c e ive t he follow ing pa ym e nt pe r $ 1 ,0 0 0
da t e is gre a t e r t ha n or e qua l t o it s init ia l unde rlying
se c urit y upon a ut om a t ic e a rly re de m pt ion or a t m a t urit y, a s
va lue is . . .
a pplic a ble :
January 16, 2020
$1,000 + applicable premium = $1,000 + $102.00 = $1,102.00
April 16, 2020
$1,000 + applicable premium = $1,000 + $127.50 = $1,127.50
July 16, 2020
$1,000 + applicable premium = $1,000 + $153.00 = $1,153.00
October 16, 2020
$1,000 + applicable premium = $1,000 + $178.50 = $1,178.50
January 19, 2021
$1,000 + applicable premium = $1,000 + $204.00 = $1,204.00
April 16, 2021
$1,000 + applicable premium = $1,000 + $229.50 = $1,229.50
July 16, 2021
$1,000 + applicable premium = $1,000 + $255.00 = $1,255.00
October 18, 2021
$1,000 + applicable premium = $1,000 + $280.50 = $1,280.50
January 18, 2022
$1,000 + applicable premium = $1,000 + $306.00 = $1,306.00
April 18, 2022
$1,000 + applicable premium = $1,000 + $331.50 = $1,331.50
July 18, 2022
$1,000 + applicable premium = $1,000 + $357.00 = $1,357.00
October 17, 2022
$1,000 + applicable premium = $1,000 + $382.50 = $1,382.50
January 17, 2023
$1,000 + applicable premium = $1,000 + $408.00 = $1,408.00
April 17, 2023
$1,000 + applicable premium = $1,000 + $433.50 = $1,433.50
July 17, 2023
$1,000 + applicable premium = $1,000 + $459.00 = $1,459.00
October 16, 2023
$1,000 + applicable premium = $1,000 + $484.50 = $1,484.50
January 16, 2024
$1,000 + applicable premium = $1,000 + $510.00 = $1,510.00

I f, on a ny va lua t ion da t e , t he c losing va lue of a ny unde rlying is gre a t e r t ha n or e qua l t o it s init ia l unde rlying va lue , but
t he c losing va lue of a ny ot he r unde rlying is le ss t ha n it s init ia l unde rlying va lue , you w ill not re c e ive t he pre m ium
indic a t e d a bove follow ing t ha t va lua t ion da t e . I n orde r t o re c e ive t he pre m ium indic a t e d a bove , t he c losing va lue of
each unde rlying on t he a pplic a ble va lua t ion da t e m ust be gre a t e r t ha n or e qua l t o it s init ia l unde rlying va lue .

The table below indicates what your payment at maturity would be for various hypothetical underlying returns of the worst performing underlying
on the final valuation date, assuming the securities are not automatically redeemed prior to maturity. Your actual payment at maturity (if the
securities are not earlier automatically redeemed) will depend on the actual final underlying value of the worst performing underlying on the final
valuation date.

PS-3
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Citigroup Global Markets Holdings Inc.

H ypot he t ic a l Pa ym e nt a t M a t urit y (1)
H ypot he t ic a l U nde rlying Re t urn of Worst Pe rform ing U nde rlying
on t he Fina l V a lua t ion Da t e
H ypot he t ic a l Pa ym e nt a t M a t urit y pe r Se c urit y
100.00%
$1,510.00
75.00%
$1,510.00
50.00%
$1,510.00
25.00%
$1,510.00
10.00%
$1,510.00
0.00%
$1,510.00
-0.01%
$1,000.00
-10.00%
$1,000.00
-25.00%
$1,000.00
-40.00%
$1,000.00
-40.01%
$599.90
-50.00%
$500.00
-75.00%
$250.00
-100.00%
$0.00
(1) Assumes the securities are not automatically redeemed prior to maturity. Each security has a stated principal amount of $1,000.00.

The diagram below illustrates the payment at maturity of the securities, assuming the securities have not previously been automatically
redeemed, for a range of hypothetical underlying returns of the worst performing underlying on the final valuation date. Your payment at
maturity (if the securities are not earlier automatically redeemed) will be determined based solely on the performance of the worst performing
underlying on the final valuation date.

I nve st ors in t he se c urit ie s w ill not re c e ive a ny divide nds w it h re spe c t t o t he unde rlyings. 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--You will not
receive dividends or have any other rights with respect to the underlyings" below.

Pa ym e nt a t M a t urit y

PS-4
Citigroup Global Markets Holdings Inc.

Hypothetical Examples of the Payment at Maturity

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The examples below illustrate how to determine the payment at maturity on the securities, assuming the securities are not automatically
redeemed prior to maturity and the final underlying value of the worst performing underlying on the final valuation date is less than its initial
underlying value. 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 or trigger values of the
underlyings. For the actual initial underlying values and trigger values, 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 and trigger value of
each underlying, and not the hypothetical values indicated below.

U nde rlying
H ypot he t ic a l init ia l unde rlying va lue
H ypot he t ic a l t rigge r va lue
S&P 500® Index
100
60 (60% of its hypothetical initial underlying value)
Russell 2000® Index
100
60 (60% of its hypothetical initial underlying value)
Dow Jones Industrial AverageTM
100
60 (60% of its hypothetical initial underlying value)

The examples below are intended to illustrate how, if the securities are not automatically redeemed prior to maturity, your payment at maturity
will depend on the final underlying value of the worst performing underlying on the final valuation date. 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.

Ex a m ple 1 --Pa r Sc e na rio.

U nde rlying
H ypot he t ic a l fina l unde rlying va lue
H ypot he t ic a l unde rlying re t urn
S&P 500® Index
90
-10%
Russell 2000® Index
110
10%
Dow Jones Industrial AverageTM
120
20%

In this example, the S&P 500® Index has the lowest underlying return and is, therefore, the worst performing underlying on the final valuation
date. Because the final underlying value of the worst performing underlying on the final valuation date is less than its initial underlying value
but greater than its trigger value, you would be repaid the stated principal amount of $1,000 per security at maturity but would not receive any
premium.

Ex a m ple 2 --Dow nside Sc e na rio.

U nde rlying
H ypot he t ic a l fina l unde rlying
H ypot he t ic a l unde rlying re t urn
va lue
S&P 500® Index
105
5%
Russell 2000® Index
30
-70%
Dow Jones Industrial AverageTM
80
-20%

In this example, the Russell 2000® Index has the lowest underlying return and is, therefore, the worst performing underlying on the final
valuation date. Because the final underlying value of the worst performing underlying on the final valuation date is less than its trigger value,
you would receive a payment at maturity per security that is significantly less than the stated principal amount, calculated as follows:

Payment at maturity per security = $1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation date)
= $1,000 + ($1,000 × -70%)

PS-5
Citigroup Global Markets Holdings Inc.

= $1,000 + -$700
= $300
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In this example, you would incur a significant loss at maturity and would have full downside exposure to the depreciation of the worst
performing underlying on the final valuation date from its initial underlying value to its final underlying value.

PS-6
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.

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

Y ou m a y lose a signific a nt port ion or a ll of your inve st m e nt . Unlike conventional debt securities, the securities do not provide
for the repayment of the stated principal amount at maturity in all circumstances. If the securities are not automatically redeemed prior to
maturity, your payment at maturity will depend on the final underlying value of the worst performing underlying on the final valuation
date. If the final underlying value of the worst performing underlying on the final valuation date is less than its trigger 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.

Y our pot e nt ia l re t urn on t he se c urit ie s is lim it e d. Your potential return on the securities is limited to the applicable premium
payable upon automatic early redemption or at maturity. If the closing value of the worst performing underlying on one of the valuation
dates is greater than or equal to its initial underlying value, you will be repaid the stated principal amount of your securities and will receive
the fixed premium applicable to that valuation date, regardless of how significantly the closing value of the worst performing underlying on
that valuation date may exceed its initial underlying value. Accordingly, any premium may result in a return on the securities that is
significantly less than the return you could have achieved on a direct investment in any or all of the underlyings.

T he se c urit ie s do not pa y int e re st . You should not invest in the securities if you seek current income during the term of the
securities.

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

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

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

Y ou w ill be subje c t t o risk s re la t ing t o t he re la t ionship be t w e e n t he unde rlyings. It is preferable from your perspective for
the underlyings to be correlated with each other, in the sense that they 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 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.

T he se c urit ie s m a y be a ut om a t ic a lly re de e m e d prior t o m a t urit y, lim it ing t he t e rm of t he se c urit ie s. If the closing
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value of the worst performing underlying on any valuation date (other than the final valuation date) is greater than or equal to its initial
underlying value, the securities will be automatically redeemed. If the securities are automatically redeemed following any valuation date
(other than the final valuation date), they will cease to be outstanding and you will not receive the premium applicable to any later valuation
date. Moreover, you may not be able to reinvest your funds in another investment that provides a similar yield with a similar level of risk.

T he se c urit ie s offe r dow nside e x posure t o t he w orst pe rform ing unde rlying, but no upside e x posure t o a ny
unde rlying. You will not participate in any appreciation in the value of any underlying over the term of the securities. Consequently, your
return

PS-7
Citigroup Global Markets Holdings Inc.

on the securities will be limited to the applicable premium payable upon an automatic early redemption or at maturity and may be
significantly less than the return on any underlying over the term of the securities.

Y ou w ill not re c e ive divide nds or ha ve a ny ot he r right s w it h re spe c t t o t he unde rlyings. 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.

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

T he se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc . If we default
on our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you
under the securities.

T he se c urit ie s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o
m a t urit y. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
securities. CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the
securities on a daily basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI's sole discretion, taking
into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can be
sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any time
and for any reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the securities because
it is likely that CGMI will be the only broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be
prepared to hold the securities until maturity.

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

T he e st im a t e d va lue of t he se c urit ie s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing m ode ls. CGMI
derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may
have made discretionary judgments about the inputs to its models, such as the volatility of and correlation between the 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.
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T he e st im a t e d va lue of t he se c urit ie s w ould be low e r if it w e re c a lc ula t e d ba se d on our se c onda ry m a rk e t
ra t e . The estimated value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is
the rate at which we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than our
secondary market rate, which is the rate that CGMI will use in determining the value of the securities for purposes of any purchases of the
securities from you in the secondary market. If the estimated value included in this pricing supplement were based on our secondary
market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as
the costs associated with the securities, which are generally higher than the costs associated with conventional debt securities, and our
liquidity needs and preferences. Our internal funding rate is not an interest rate that is payable on the securities.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines our secondary
market rate based on the market price of traded instruments referencing the debt obligations of Citigroup Inc., our

PS-8
Citigroup Global Markets Holdings Inc.

parent company and the guarantor of all payments due on the securities, but subject to adjustments that CGMI makes in its sole
discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather reflects the
market's perception of our parent company's creditworthiness as adjusted for discretionary factors such as CGMI's preferences with respect
to purchasing the securities prior to maturity.

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

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

I m m e dia t e ly follow ing issua nc e , a ny se c onda ry m a rk e t bid pric e provide d by CGM I , a nd t he va lue t ha t w ill be
indic a t e d on a ny brok e ra ge a c c ount st a t e m e nt s pre pa re d by CGM I or it s a ffilia t e s, w ill re fle c t a t e m pora ry upw a rd
a djust m e nt . The amount of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period. See
"Valuation of the Securities" in this pricing supplement.

T he Russe ll 2 0 0 0 ® I nde x is subje c t t o risk s a ssoc ia t e d w it h sm a ll c a pit a liza t ion st oc k s. The stocks that constitute the
Russell 2000® Index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be
more volatile than stock prices of large capitalization companies. These companies tend to be less well-established than large market
capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive
conditions relative to larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of
a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.

Our offe ring of t he se c urit ie s is not a re c om m e nda t ion of a ny unde rlying. The fact that we are offering the securities does
not mean that we believe that investing in an instrument linked to the underlyings is likely to achieve favorable returns. In fact, as we are
part of a global financial institution, our affiliates may have positions (including short positions) in the underlyings or in instruments related to
the underlyings, and may publish research or express opinions, that in each case are inconsistent with an investment linked to the
underlyings. These and other activities of our affiliates may affect the closing values of the underlyings in a way that negatively affects the
value of and your return on the securities.

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

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

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

PS-9
Citigroup Global Markets Holdings Inc.

Cha nge s t ha t a ffe c t t he unde rlyings m a y a ffe c t t he va lue of your se c urit ie s. The sponsors of the underlyings may at any
time make methodological changes or other changes in the manner in which they operate that could affect the values of the
underlyings. We are not affiliated with any such underlying sponsor and, accordingly, we have no control over any changes any such
sponsor may make. Such changes could adversely affect the performance of the underlyings and the value of and your return on 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 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.

PS-10
Citigroup Global Markets Holdings Inc.

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.

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 additional information.

We have derived all information regarding the S&P 500® Index from publicly available information and have not independently verified any
information regarding the S&P 500® Index. This pricing supplement relates only to the securities and not to the S&P 500® Index. We make
no representation as to the performance of the S&P 500® Index over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the S&P
®
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500 Index 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 the S&P 500® Index on January 16, 2019 was 2,616.10.

The graph below shows the closing value of the S&P 500® Index for each day such value was available from January 2, 2008 to January 16,
2019. We obtained the closing values from Bloomberg L.P., without independent verification. You should not take historical closing values as an
indication of future performance.

S& P 5 0 0 ® I nde x H ist oric a l Closing V a lue s
J a nua ry 2 , 2 0 0 8 t o J a nua ry 1 6 , 2 0 1 9

PS-11
Citigroup Global Markets Holdings Inc.

Information About the Russell 2000® Index

The Russell 2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity market. All stocks included
in the Russell 2000® Index are traded on a major U.S. exchange. It is calculated and maintained by FTSE Russell.

Please refer to the section "Equity Index Descriptions--The Russell Indices--The Russell 2000 ® Index" in the accompanying underlying
supplement for additional information.

We have derived all information regarding the Russell 2000® Index from publicly available information and have not independently verified any
information regarding the Russell 2000® Index. This pricing supplement relates only to the securities and not to the Russell 2000® Index. We
make no representation as to the performance of the Russell 2000® Index over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Russell
2000® Index 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 the Russell 2000® Index on January 16, 2019 was 1,454.697.

The graph below shows the closing value of the Russell 2000® Index for each day such value was available from January 2, 2008 to January
16, 2019. We obtained the closing values from Bloomberg L.P., without independent verification. You should not take historical closing values
as an indication of future performance.

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