Obligation Citi Global Markets 0% ( US17326Y7F72 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17326Y7F72 ( en USD )

27/04/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326Y7F72 en USD 0%, échue

1 000 USD

4 206 000 USD

17326Y7F7

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 US17326Y7F72, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/04/2023

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17326Y7F72, a été notée NR par l'agence de notation Moody's.

424B2 1 dp105630_424b2-us1969359.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
April 2 4 , 2 0 1 9
M e dium -T e rm Se nior N ot e s, Se rie s N
Pric ing Supple m e nt N o. 2 0 1 9 -U SN CH 2 2 8 7
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -2 2 4 4 9 5 a nd 3 3 3 -
2 2 4 4 9 5 -0 3
Barrier Securities Linked to the S&P 500® Index Due April 27, 2023
?
The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings
Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay a
fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than, equal to or
less than the stated principal amount, depending on the performance of the underlying specified below from the initial
underlying value to the final underlying value.
?
The securities offer modified exposure to the performance of the underlying, with (i) the opportunity to participate in any
appreciation of the underlying at the upside participation rate specified below and (ii) contingent repayment of the stated
principal amount at maturity if the underlying depreciates, but only so long as the final underlying value is greater than or
equal to the final barrier value specified below. In exchange for these features, investors in the securities must be willing to
forgo any dividends with respect to the underlying. In addition, investors in the securities must be willing to accept full downside
exposure to the depreciation of the underlying if the final underlying value is less than the final barrier value. I f t he fina l
unde rlying va lue is le ss t ha n t he fina l ba rrie r va lue , you w ill lose 1 % of t he st a t e d princ ipa l a m ount of
your se c urit ie s for e ve ry 1 % by w hic h t he fina l unde rlying va lue is le ss t ha n t he init ia l unde rlying va lue .
Y ou m a y lose your e nt ire inve st m e nt in t he se c urit ie s.
?
In order to obtain the modified exposure to the underlying that the securities provide, investors must be willing to accept (i) an
investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities if we and
Citigroup Inc. default on our obligations. All pa ym e nt s on t he se c urit ie s a re subje c t t o t he c re dit risk of
Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
K EY T ERM S

I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
U nde rlying:
The S&P 500® Index (ticker symbol: "SPX")
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
April 24, 2019
I ssue da t e :
April 29, 2019
V a lua t ion da t e :
April 24, 2023, 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 :
April 27, 2023
Pa ym e nt a t m a t urit y:
You will receive at maturity for each security you then hold:
? If the final underlying value is gre a t e r t ha n the initial underlying value:
$1,000 + the return amount
? If the final underlying value is le ss t ha n or e qua l t o the initial underlying value but
gre a t e r t ha n or e qua l t o the final barrier value:
$1,000
? If the final underlying value is le ss t ha n the final barrier value:
$1,000 + ($1,000 × the underlying return)
I f t he fina l unde rlying va lue is le ss t ha n t he fina l ba rrie 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.
I nit ia l unde rlying va lue :
2,927.25, the closing value of the underlying on the pricing date
Fina l unde rlying va lue :
The closing value of the underlying on the valuation date
Re t urn a m ount :
$1,000 × the underlying return × the upside participation rate
U pside pa rt ic ipa t ion ra t e : 132.5%
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U nde rlying re t urn:
(i) The final underlying value minus the initial underlying value, divided by (ii) the initial underlying
value
Fina l ba rrie r va lue :
2,195.438, 75% of the initial underlying value
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17326Y7F7 / US17326Y7F72
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
$10
$990
T ot a l:
$4,206,000
$42,060
$4,163,940
(1) On the date of this pricing supplement, the estimated value of the securities is $983 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 $10 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 -4 .
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 8 da t e d Fe brua ry 1 5 , 2 0 1 9 U nde rlying Supple m e nt N o. 8 da t e d Fe brua ry
2 1 , 2 0 1 9
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d M a y 1 4 , 2 0 1 8
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d 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.

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 the underlying will be determined and about adjustments that may be
made to the terms of the securities upon the occurrence of market disruption events and other specified events with respect to the
underlying. The accompanying underlying supplement contains information about the 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.

Payout Diagram

The diagram below illustrates your payment at maturity for a range of hypothetical underlying returns.

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 rlying. T he dia gra m a nd
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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 underlying" below.

Pa yout Dia gra m
The Securities The Underlying

PS-2
Citigroup Global Markets Holdings Inc.

Hypothetical Examples

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

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

H ypot he t ic a l init ia l unde rlying
100
va lue :
H ypot he t ic a l fina l ba rrie r va lue :
75 (75% of the hypothetical initial underlying value)

Ex a m ple 1 --U pside Sc e na rio. The final underlying value is 105, resulting in a 5% underlying return. In this example, the final
underlying value is gre a t e r t ha n the initial underlying value.

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Payment at maturity per security = $1,000 + the return amount
= $1,000 + ($1,000 × the underlying return × the upside participation rate)
= $1,000 + ($1,000 × 5% × 132.5%)
= $1,000 + $66.25
= $1,066.25

In this scenario, because the final underlying value is greater than the initial underlying value, your total return at maturity would
equal the underlying return multiplied by the upside participation rate.

Ex a m ple 2 --Pa r Sc e na rio. The final underlying value is 95, resulting in a -5% underlying return. In this example, the final
underlying value is le ss t ha n the initial underlying value but gre a t e r t ha n the final barrier value.

Payment at maturity per security = $1,000

In this scenario, the underlying has depreciated from the initial underlying value to the final underlying value, but not below the final
barrier value. As a result, you would be repaid the stated principal amount of your securities at maturity but would not receive any
positive return on your investment.

Ex a m ple 3 --Dow nside Sc e na rio. The final underlying value is 30, resulting in a -70% underlying return. In this example, the
final underlying value is le ss t ha n the final barrier value.

Payment at maturity per security = $1,000 + ($1,000 × the underlying return)
= $1,000 + ($1,000 × -70%)
= $1,000 + -$700
= $300

In this scenario, the underlying has depreciated from the initial underlying value to the final underlying value and the final underlying
value is less than the final barrier value. As a result, your total return at maturity in this scenario would be negative and would
reflect 1-to-1 exposure to the negative performance of the underlying.

PS-3
Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject
to all of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk
that we and Citigroup Inc. may default on our obligations under the securities, and are also subject to risks associated with the
underlying. Accordingly, the securities are suitable only for investors who are capable of understanding the complexities and risks of
the securities. You should consult your own financial, tax and legal advisors as to the risks of an investment in the securities and
the suitability of the securities in light of your particular circumstances.

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

?
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 repay a fixed amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the
underlying. If the final underlying value is less than the final barrier value, you will lose 1% of the stated principal amount of
your securities for every 1% by which the underlying has depreciated from the initial underlying value to the final underlying
value. There is no minimum payment at maturity on the securities, and you may lose up to all of your investment.

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

?
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 rlying. You will not receive
any dividends with respect to the underlying. 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 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 underlying or the stocks included in
the underlying.

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

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

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

?
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 the
closing value of the underlying, the dividend yield on the underlying and interest rates. CGMI's views on these inputs may differ
from your or others'

PS-4
Citigroup Global Markets Holdings Inc.

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 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 value of the underlying, the volatility of the closing value
of the underlying, the dividend yield on the underlying, interest rates generally, the time remaining to maturity and our and
Citigroup Inc.'s creditworthiness, as reflected in our secondary market rate, among other factors described under "Risk Factors
Relating to the Securities--Risk Factors Relating to All Securities--The value of your securities prior to maturity will fluctuate
based on many unpredictable factors" in the accompanying product supplement. Changes in the closing value of the underlying
may not result in a comparable change in the value of your securities. You should understand that the value of your securities
at any time prior to maturity may be significantly less than the issue price.

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

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

?
T he c losing va lue of t he 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 underlying or in financial instruments related to the underlying and may adjust such positions during the
term of the securities. Our affiliates also take positions in the underlying or in financial instruments related to the underlying on
a regular basis (taking long or short positions or both), for their accounts, for other accounts under their management or to
facilitate transactions on behalf of customers. These activities could affect the closing value of the underlying in a way that
negatively affects the value of and your return on the securities. They could also result in substantial returns for us or our
affiliates while the value of the securities declines.

?
We 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,
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PS-5
Citigroup Global Markets Holdings Inc.

making and facilitating investments, underwriting securities offerings and providing advisory services. These activities could
involve or affect the underlying in a way that negatively affects the value of and your return on the securities. They could also
result in substantial returns for us or our affiliates while the value of the securities declines. In addition, in the course of this
business, we or our affiliates may acquire non-public information, which will not be disclosed to you.

?
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 the underlying, CGMI, as calculation agent, will be required to make discretionary judgments that could
significantly affect your return on the securities. In making these judgments, the calculation agent's interests as an affiliate of
ours could be adverse to your interests as a holder of the securities. See "Risk Factors Relating to the Securities--Risk
Factors Relating to All Securities--The calculation agent, which is an affiliate of ours, will make important determinations with
respect to the securities" in the accompanying product supplement.

?
Cha nge s t ha t a ffe c t t he unde rlying m a y a ffe c t t he va lue of your se c urit ie s. The sponsor of the underlying may
at any time make methodological changes or other changes in the manner in which it operates that could affect the value of
the underlying. We are not affiliated with the underlying sponsor and, accordingly, we have no control over any changes such
sponsor may make. Such changes could adversely affect the performance of the underlying 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-6
Citigroup Global Markets Holdings Inc.

Information About the S&P 500® Index

The S&P 500® Index consists of 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.

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The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of
the S&P 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 April 24, 2019 was 2,927.25.

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
April 24, 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 April 2 4 , 2 0 1 9

PS-7
Citigroup Global Markets Holdings Inc.

United States Federal Tax Considerations

You should read carefully the discussion under "United States Federal Tax Considerations" and "Risk Factors Relating to the
Securities" in the accompanying product supplement and "Summary Risk Factors" in this pricing supplement.

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

Assuming this treatment of the securities is respected and subject to the discussion in "United States Federal Tax Considerations"
in the accompanying product supplement, the following U.S. federal income tax consequences should result under current law:

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

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

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

N on -U .S. H olde rs. Subject to the discussions below and in "United States Federal Tax Considerations" in the accompanying
product supplement, if you are a Non-U.S. Holder (as defined in the accompanying product supplement) of the securities, you
generally should not be subject to U.S. federal withholding or income tax in respect of any amount paid to you with respect to the
securities, provided that (i) income in respect of the securities is not effectively connected with your conduct of a trade or business
in the United States, and (ii) you comply with the applicable certification requirements.

As discussed under "United States Federal Tax Considerations--Tax Consequences to Non-U.S. Holders" in the accompanying
product supplement, Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally
impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial
instruments linked to U.S. equities ("U.S. Underlying Equities") or indices that include U.S. Underlying Equities. Section 871(m)
generally applies to instruments that substantially replicate the economic performance of one or more U.S. Underlying Equities, as
determined based on tests set forth in the applicable Treasury regulations. However, the regulations, as modified by an IRS notice,
exempt financial instruments issued prior to January 1, 2021 that do not have a "delta" of one. Based on the terms of the securities
and representations provided by us, our counsel is of the opinion that the securities should not be treated as transactions that have
a "delta" of one within the meaning of the regulations with respect to any U.S. Underlying Equity and, therefore, should not be
subject to withholding tax under Section 871(m).

A determination that the securities are not subject to Section 871(m) is not binding on the IRS, and the IRS may disagree with this
treatment. Moreover, Section 871(m) is complex and its application may depend on your particular circumstances, including your
other transactions. You should consult your tax adviser regarding the potential application of Section 871(m) to the securities.

If withholding tax applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld.

Y ou should re a d t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x Conside ra t ions" in t he a c c om pa nying
produc t supple m e nt . T he pre c e ding disc ussion, w he n re a d in c om bina t ion w it h t ha t se c t ion, c onst it ut e s t he
full opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x c onse que nc e s of ow ning
a nd disposing of t he se c urit ie s.

Y ou should a lso c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S. fe de ra l inc om e a nd e st a t e 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 nd a ny t a x c onse que nc e s a rising unde r t he la w s of a ny
st a t e , loc a l or non -U .S. t a x ing jurisdic t ion.

PS-8
Citigroup Global Markets Holdings Inc.

Supplemental Plan of Distribution

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal
and will receive an underwriting fee of up to $10 for each security sold in this offering. The actual underwriting fee will be equal to
the selling concession provided to selected dealers, as described in this paragraph. From this underwriting fee, CGMI will pay
selected dealers not affiliated with CGMI a variable selling concession of up to $10 for each security they sell.

See "Plan of Distribution; Conflicts of Interest" in the accompanying product supplement and "Plan of Distribution" in each of the
accompanying prospectus supplement and prospectus for additional information.

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Valuation of the Securities

CGMI calculated the estimated value of the securities set forth on the cover page of this pricing supplement based on proprietary
pricing models. CGMI's proprietary pricing models generated an estimated value for the securities by estimating the value of a
hypothetical package of financial instruments that would replicate the payout on the securities, which consists of a fixed-income
bond (the "bond component") and one or more derivative instruments underlying the economic terms of the securities (the
"derivative component"). CGMI calculated the estimated value of the bond component using a discount rate based on our internal
funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary derivative-pricing model,
which generated a theoretical price for the instruments that constitute the derivative component based on various inputs, including
the factors described under "Summary Risk Factors--The value of the securities prior to maturity will fluctuate based on many
unpredictable factors" in this pricing supplement, but not including our or Citigroup Inc.'s creditworthiness. These inputs may be
market-observable or may be based on assumptions made by CGMI in its discretionary judgment.

For a period of approximately three months following issuance of the securities, the price, if any, at which CGMI would be willing to
buy the securities from investors, and the value that will be indicated for the securities on any brokerage account statements
prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial information vendors), will
reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary upward
adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the
securities. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month
temporary adjustment period. However, CGMI is not obligated to buy the securities from investors at any time. See "Summary Risk
Factors--The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity."

Certain Selling Restrictions

Hong Kong Special Administrative Region

The contents of this pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement
and prospectus have not been reviewed by any regulatory authority in the Hong Kong Special Administrative Region of the
People's Republic of China ("Hong Kong"). Investors are advised to exercise caution in relation to the offer. If investors are in any
doubt about any of the contents of this pricing supplement and the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus, they should obtain independent professional advice.

The securities have not been offered or sold and will not be offered or sold in Hong Kong by means of any document, other than

(i)
to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or

(ii)
to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the
"Securities and Futures Ordinance") and any rules made under that Ordinance; or

(iii)
in other circumstances which do not result in the document being a "prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that
Ordinance; and

There is no advertisement, invitation or document relating to the securities which is directed at, or the contents of which are likely
to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other
than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to
"professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Non-insured Product: These securities are not insured by any governmental agency. These securities are not bank deposits and
are not covered by the Hong Kong Deposit Protection Scheme.

Singapore

This pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus
have not been registered as a prospectus with the Monetary Authority of Singapore, and the securities will be offered pursuant to
exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the "Securities and Futures Act"). Accordingly, the

PS-9
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Document Outline

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