Obligation Citi Global Markets 0% ( US17326YE283 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17326YE283 ( en USD )

29/02/2024 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326YE283 en USD 0%, échue

1 000 USD

137 000 USD

17326YE28

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 US17326YE283, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/02/2024

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17326YE283, a été notée NR par l'agence de notation Moody's.

424B2 1 dp102806_424b2-13.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
Fe brua ry 2 5 , 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 9 0 6
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
Dual Directional Buffer Securities Linked to the Worst Performing of the S&P 500® Index and the EURO STOXX 50®
Index Due February 29, 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 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 w orst pe rform ing of the underlyings specified below from its initial underlying value to its
final underlying value.
?
The securities offer modified exposure to the performance of the worst performing underlying, with (i) the opportunity to participate at the
upside participation rate specified below in the potential appreciation of the worst performing underlying, (ii) the opportunity for a positive
return at maturity if the worst performing underlying depreciates within a limited range (not more than the buffer percentage specified
below) based on the absolute value of that depreciation and (iii) a limited buffer against any depreciation of the worst performing
underlying in excess of the buffer percentage. In exchange for these features, investors in the securities must be willing to forgo any
dividends with respect to the underlyings and any positive participation in the absolute value of any depreciation of the worst performing
underlying if the worst performing underlying depreciates by more than the buffer percentage. In addition, investors in the securities must
be willing to accept downside exposure to any depreciation of the worst performing underlying in excess of the buffer percentage. I f t he
w orst pe rform ing unde rlying de pre c ia t e s by m ore t ha n t he buffe r pe rc e nt a ge from it s init ia l unde rlying va lue t o it s
fina l unde rlying 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 ha t de pre c ia t ion e x c e e ds t he buffe r pe rc e nt a ge .
?
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.
?
To obtain the modified exposure to the worst performing 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.

Underlying:
U nde rlying
I nit ia l unde rlying va lue *
Fina l buffe r va lue * *

S&P 500® Index
2,796.11
1,957.277

EURO STOXX 50® Index
3,280.01
2,296.007

*For each underlying, its closing value on the pricing date

**For each underlying, 70% of its initial underlying value
St a t e d princ ipa l
$ 1 ,0 0 0 pe r se c urit y
a m ount :
Pric ing da t e :
February 25, 2019
I ssue da t e :
February 28, 2019
V a lua t ion da t e :
February 26, 2024, 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 :
February 29, 2024
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 of the worst performing underlying is greater than its initial underlying value:
$1,000 + the upside return amount
? If the final underlying value of the worst performing underlying is less than or equal to its initial
underlying value but gre a t e r t ha n or e qua l t o its final buffer value:
$1,000 + the absolute return amount
? If the final underlying value of the worst performing underlying is less than its final buffer value:
$1,000 + [$1,000 × (the underlying return of the worst performing underlying + the buffer percentage)]
I f t he fina l unde rlying va lue of t he w orst pe rform ing unde rlying is le ss t ha n it s fina l buffe r
va lue , you w ill re c e ive le ss, a nd possibly 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 t m a t urit y.
Fina l unde rlying va lue :
For each underlying, its closing value on the valuation date
Worst pe rform ing
The underlying with the lowest underlying return
unde rlying:
U pside re t urn a m ount :
$1,000 × the underlying return of the worst performing underlying × the upside participation rate
Absolut e re t urn a m ount :
$1,000 × the absolute value of the underlying return of the worst performing underlying
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U nde rlying re t urn:
For each underlying, (i) its final underlying value minus its initial underlying value, divided by (ii) its initial
underlying value
U pside pa rt ic ipa t ion
160%
ra t e :
Buffe r pe rc e nt a ge :
30%
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17326YE28 / US17326YE283
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)(2)
U nde rw rit ing fe e (3)
Proc e e ds t o issue r (4)
issue pric e :
Pe r se c urit y:
$1,000
$41.25
$958.75
T ot a l:
$137,000
$5,651.25
$131,348.75
(1) On the date of this pricing supplement, the estimated value of the securities is $942.30 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) The issue price for investors purchasing the securities in fee-based advisory accounts will be $965 per security, assuming no custodial fee
is charged by a selected dealer, and up to $970 per security, assuming the maximum custodial fee is charged by a selected dealer. See
"Supplemental Plan of Distribution" in this pricing supplement.
(3) CGMI will receive an underwriting fee of up to $41.25 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.
(4) 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 -5 .
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.

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.

Payout Diagram

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

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.

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Pa yout Dia gra m

PS-2
Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The table below indicates what your payment at maturity and total return on the securities would be for various hypothetical underlying returns
of the worst performing underlying. Your actual payment at maturity and total return on the securities will depend on the actual final underlying
value of the worst performing underlying.

H ypot he t ic a l U nde rlying Re t urn of t he
H ypot he t ic a l Pa ym e nt a t M a t urit y
H ypot he t ic a l T ot a l Re t urn on
Worst Pe rform ing U nde rlying
pe r Se c urit y
Se c urit ie s a t M a t urit y (1)
100.00%
$2,600.00
160.00%
75.00%
$2,200.00
120.00%
50.00%
$1,800.00
80.00%
40.00%
$1,640.00
64.00%
30.00%
$1,480.00
48.00%
20.00%
$1,320.00
32.00%
10.00%
$1,160.00
16.00%
0.00%
$1,000.00
0.00%
-10.00%
$1,100.00
10.00%
-20.00%
$1,200.00
20.00%
-30.00%
$1,300.00
30.00%
-30.01%
$999.90
-0.01%
-40.00%
$900.00
-10.00%
-50.00%
$800.00
-20.00%
-100.00%
$300.00
-70.00%
(1) Hypothetical total return on securities at maturity = (i) hypothetical payment at maturity per security minus $1,000 stated principal amount
per security, divided by (ii) $1,000 stated principal amount per security

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 of the
worst performing underlying.

The examples below are based on the following hypothetical values and do not reflect the actual initial underlying values or final buffer values
of the underlyings. For the actual initial underlying value and final buffer value of each underlying, see the cover page of this pricing
supplement. We have used these hypothetical values, rather than the actual values, to simplify the calculations and aid understanding of how
the securities work. However, you should understand that the actual payment at maturity on the securities will be calculated based on the
actual initial underlying value and final buffer value of each underlying, and not the hypothetical values indicated below.
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U nde rlying
H ypot he t ic a l init ia l unde rlying va lue
H ypot he t ic a l fina l buffe r va lue
S&P 500® Index
100
70 (70% of its hypothetical initial underlying
value)
EURO STOXX 50® Index
100
70 (70% of its hypothetical initial underlying
value)

Ex a m ple 1 --U pside Sc e na rio A. The final underlying value of the worst performing underlying is 110, resulting in a 10% underlying
return for the worst performing underlying. In this example, the final underlying value of the worst performing underlying is gre a t e r t ha n its
initial underlying value.

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*
110
10%
EURO STOXX 50® Index
150
50%
*Worst performing underlying

Payment at maturity per security = $1,000 + the upside return amount

= $1,000 + ($1,000 × the underlying return of the worst performing underlying × the upside participation rate)

= $1,000 + ($1,000 × 10% × 160%)

= $1,000 + $160

PS-3
Citigroup Global Markets Holdings Inc.

= $1,160

In this scenario, the worst performing underlying has appreciated from its initial underlying value to its final underlying value, and your total
return at maturity would equal the underlying return of the worst performing underlying multiplied by the upside participation rate.

Ex a m ple 2 --U pside Sc e na rio B. The final underlying value of the worst performing underlying is 90, resulting in a -10% underlying return
for the worst performing underlying. In this example, the final underlying value of the worst performing underlying is le ss t ha n its initial
underlying value but gre a t e r t ha n its final buffer value.

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%
EURO STOXX 50® Index
120
20%
*Worst performing underlying

Payment at maturity per security = $1,000 + the absolute return amount

= $1,000 + ($1,000 × the absolute value of the underlying return of the worst performing underlying)

= $1,000 + ($1,000 × |-10%|)

= $1,000 + $100

= $1,100

In this scenario, the worst performing underlying has depreciated from its initial underlying value to its final underlying value, but not by more
than the buffer percentage. As a result, your total return at maturity in this scenario would reflect 1-to-1 positive exposure to the absolute
value of the negative performance of the worst performing underlying.

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

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
120
20%
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EURO STOXX 50® Index*
30
-70%
*Worst performing underlying

Payment at maturity per security = $1,000 + [$1,000 × (the underlying return of the worst performing underlying + the buffer percentage)]

= $1,000 + [$1,000 × (-70% + 30%)]

= $1,000 + [$1,000 × -40%]

= $1,000 + -$400

= $600

In this scenario, the worst performing underlying has depreciated from its initial underlying value to its final underlying value by more than the
buffer percentage. 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 worst performing underlying beyond the buffer percentage.

PS-4
Citigroup Global Markets Holdings Inc.

Summary Risk Factors

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

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 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 worst performing underlying. If
the worst performing underlying depreciates by more than the buffer percentage from its initial underlying value to its final underlying value,
the absolute return feature will no longer be available and you will lose 1% of the stated principal amount of your securities for every 1%
by which that depreciation exceeds the buffer percentage.

?
Y our pot e nt ia l for posit ive re t urn from de pre c ia t ion of t he w orst pe rform ing unde rlying is lim it e d. The return potential
of the securities in the event that the final underlying value of the worst performing underlying is less than its initial underlying value is
limited to the buffer percentage. Any decline in the final underlying value of the worst performing underlying from its initial underlying value
by more than the buffer percentage will result in a loss, rather than a positive return, on the securities.

?
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.

?
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
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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.

?
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 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.

?
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 w orst pe rform ing unde rlying on a single
da y. Because your payment at maturity depends on the closing value of the worst performing underlying solely on the valuation date, you
are subject to the risk that the closing value of the worst performing 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 underlyings or in another instrument
linked to the worst performing 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 worst performing underlying, you might have achieved better returns.

PS-5
Citigroup Global Markets Holdings Inc.

?
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
closing values of the underlyings, dividend yields on the underlyings and interest rates. CGMI's views on these inputs may differ from your
or others' views, and as an underwriter in this offering, CGMI's interests may conflict with yours. Both the models and the inputs to the
models may prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of
the securities set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for
the securities for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated
value of the securities. Instead, you should be willing to hold the securities to maturity irrespective of the initial estimated value.

?
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
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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 values of the underlyings, the volatility of, and correlation between, the
closing

PS-6
Citigroup Global Markets Holdings Inc.

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

?
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 EU RO ST OX X 5 0 ® I nde x is subje c t t o risk s a ssoc ia t e d w it h non -U .S. m a rk e t s. Foreign equity securities involve risks
associated with the securities markets in foreign countries, including risks of volatility in those markets, governmental intervention in those
markets and cross-shareholdings in companies in certain countries. There is also generally less publicly available information about foreign
companies than about U.S. companies that are subject to the reporting requirements of the Securities and Exchange Commission, and
foreign companies are subject to accounting, auditing and financial reporting standards and requirements different from those applicable to
U.S. reporting companies. The prices of securities in foreign markets may be affected by political, economic, financial and social factors in
those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Moreover,
the economies in such countries may differ unfavorably from the economy in the United States in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resources and self-sufficiency.

?
T he pe rform a nc e of t he EU RO ST OX X 5 0 ® I nde x w ill not be a djust e d for c ha nge s in t he e x c ha nge ra t e be t w e e n
t he e uro a nd t he U .S. dolla r. The EURO STOXX 50® Index is composed of stocks traded in euro, the value of which may be subject
to a high degree of fluctuation relative to the U.S. dollar. However, the performance of the EURO STOXX 50® Index and the value of your
securities will not be adjusted for exchange rate fluctuations. If the euro appreciates relative to the U.S. dollar over the term of the
securities, the performance of the EURO STOXX 50® Index as measured for purposes of the securities will be less than it would have
been if it offered exposure to that appreciation in addition to the change in the prices of the stocks included in the EURO STOXX 50®
Index.

?
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
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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
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.

?
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

PS-7
Citigroup Global Markets Holdings Inc.

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-8
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.

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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
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 February 25, 2019 was 2,796.11.

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 February 25,
2019. We obtained the closing value from Bloomberg L.P., without independent verification. You should not take the historical prices of the
S&P 500® Index 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 Fe brua ry 2 5 , 2 0 1 9

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Citigroup Global Markets Holdings Inc.

Information About the EURO STOXX 50® Index

The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the 19 EURO STOXX 50®
Supersector indices, which represent the Eurozone portion of the STOXX Europe 600® Supersector indices. The STOXX Europe 600®
Supersector indices contain the 600 largest stocks traded on the major exchanges of 18 European countries. The EURO STOXX 50® Index is
calculated and maintained by STOXX Limited.

Please refer to the section "Equity Index Descriptions--The EURO STOXX 50 ® Index" in the accompanying underlying supplement for
additional information.

We have derived all information regarding the EURO STOXX 50® Index from publicly available information and have not independently verified
any information regarding the EURO STOXX 50® Index. This pricing supplement relates only to the securities and not to the EURO STOXX
50® Index. We make no representation as to the performance of the EURO STOXX 50® 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 EURO
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STOXX 50® 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 EURO STOXX 50® Index on February 25, 2019 was 3,280.01.

The graph below shows the closing value of the EURO STOXX 50® Index for each day such value was available from January 2, 2008 to
February 25, 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.

EU RO ST OX X 5 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 Fe brua ry 2 5 , 2 0 1 9

PS-10
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 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
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