Obligation Citi Global Markets 8.1% ( US17326YJ803 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17326YJ803 ( en USD )

8.1% par an ( paiement semestriel )

23/01/2024 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326YJ803 en USD 8.1%, échue

1 000 USD

17326YJ80

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 US17326YJ803, paye un coupon de 8.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/01/2024

424B2 1 dp101168_424b2-us1962018.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
J a nua ry 1 8 , 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 5 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 1 6 3 7 2
a nd 3 3 3 -2 1 6 3 7 2 -0 1
Callable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the S&P 500® Index, the
Russell 2000® Index and the Nasdaq-100 Index® Due January 23, 2024

? The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc.
and guaranteed by Citigroup Inc. The securities offer the potential for periodic contingent coupon payments at an annualized rate
that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same
maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) your actual yield may be lower
than the yield on our conventional debt securities of the same maturity because you may not receive one or more, or any,
contingent coupon payments and (ii) your actual yield may be negative because the value of what you receive at maturity may be
significantly less than the stated principal amount of your securities, and may be zero. Each of these risks will depend solely on
the performance of the w orst pe rform ing of the underlyings specified below.

? We have the right to call the securities for mandatory redemption on any potential redemption date specified below.

? You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in any
one of the underlyings. Although you will have downside exposure to the worst performing underlying, you will not receive
dividends with respect to any underlying or participate in any appreciation of any underlying.

? Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not
receiving any payments due under the securities if we and Citigroup Inc. default on our obligations. All 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
Coupon ba rrie r
Fina l ba rrie r
va lue *
va lue * *
va lue * *

S&P 500® Index
2,670.71
1,735.962
1,735.962

Russell 2000® Index
1,482.501
963.626
963.626

Nasdaq-100 Index®
6,784.608
4,409.995
4,409.995

* For each underlying, its closing value on the pricing date
** For each underlying, 65% of its initial underlying value
St a t e d princ ipa l a m ount : $1,000 per security
Pric ing da t e :
January 18, 2019
I ssue da t e :
January 24, 2019
V a lua t ion da t e s:
April 18, 2019, July 18, 2019, October 18, 2019, January 21, 2020, April 20, 2020, July 20, 2020,
October 19, 2020, January 19, 2021, April 19, 2021, July 19, 2021, October 18, 2021, January 18,
2022, April 18, 2022, July 18, 2022, October 18, 2022, January 18, 2023, April 18, 2023, July 18,
2023, October 18, 2023 and January 18, 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 by us, January 23, 2024
Cont inge nt c oupon
The third business day after each valuation date, except that the contingent coupon payment date
pa ym e nt da t e s:
following the final valuation date will be the maturity date
Cont inge nt c oupon:
On each contingent coupon payment date, unless previously redeemed, the securities will pay a
contingent coupon equal to 2.025% of the stated principal amount of the securities (equivalent to a
contingent coupon rate of 8.10% per annum) if a nd only if the closing value of the worst
performing underlying on the immediately preceding valuation date is greater than or equal to its
coupon barrier value. I f t he c losing va lue of t he w orst pe rform ing unde rlying on a ny
va lua t ion da t e is le ss t ha n it s c oupon ba rrie r va lue , you w ill not re c e ive a ny
c ont inge nt c oupon pa ym e nt on t he im m e dia t e ly follow ing c ont inge nt c oupon
pa ym e nt da t e .
Pa ym e nt a t m a t urit y:
Unless earlier redeemed by us prior to maturity, you will receive at maturity for each security you
then hold:
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? 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 final barrier value:

$1,000 + the contingent coupon payment due at maturity

? If the final underlying value of the worst performing underlying on the final valuation date is le ss
t ha n its final barrier value:

$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final
valuation date)

I f t he se c urit ie s a re not 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 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, a nd you w ill not re c e ive a ny
c ont inge nt c oupon pa ym e nt a t m a t urit y.
List ing:
The securities will not be listed on any securities exchange
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd issue
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r (3)
pric e :
Pe r se c urit y:
$1,000
$40
$960
T ot a l:
$1,500,000
$53,745
$1,446,255

(Key Terms continued on next page)

(1) On the date of this pricing supplement, the estimated value of the securities is $977.80 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 $40 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-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 4 -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)
Re de m pt ion:
We may call the securities, in whole and not in part, for mandatory redemption on any potential
redemption date upon not less than three business days' notice. Following an exercise of our call
right, you will receive for each security you then hold an amount in cash equal to $1,000 plus the
related contingent coupon payment, if any.
Pot e nt ia l re de m pt ion
The contingent coupon payment dates related to the valuation dates, beginning in April 2019 and
da t e s:
ending in October 2023
Fina l unde rlying va lue :
For each underlying, its closing value on the final valuation date
U nde rlying re t urn:
For each underlying on any valuation date, (i) its closing value on that valuation date minus its
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initial underlying value, divided by (ii) its initial underlying value
Worst pe rform ing
For any valuation date, the underlying with the lowest underlying return determined as of that
unde rlying:
valuation date
CU SI P / I SI N :
17326YJ80 / US17326YJ803

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.

Hypothetical Examples

The examples in the first section below illustrate how to determine whether a contingent coupon will be paid following a valuation
date. The examples in the second section below illustrate how to determine the payment at maturity on the securities, assuming the
securities are not redeemed prior to maturity. The examples are solely for illustrative purposes, do not show all possible outcomes
and are not a prediction of any payment that may be made on the securities.

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

U nde rlying
H ypot he t ic a l init ia l
H ypot he t ic a l c oupon ba rrie r H ypot he t ic a l fina l ba rrie r
unde rlying va lue
va lue
va lue
S&P 500® Index
100
65 (65% of its hypothetical initial
65 (65% of its hypothetical
underlying value)
initial underlying value)
Russell 2000® Index
100
65 (65% of its hypothetical initial
65 (65% of its hypothetical
underlying value)
initial underlying value)
Nasdaq-100 Index®
100
65 (65% of its hypothetical initial
65 (65% of its hypothetical
underlying value)
initial underlying value)

Hypothetical Examples of Contingent Coupon Payments Following a Valuation Date

The hypothetical examples below illustrate how to determine whether a contingent coupon will be paid following a hypothetical
valuation date, assuming that the closing values of the underlyings on the hypothetical valuation date are as indicated below.

H ypot he t ic a l c losing
H ypot he t ic a l c losing
H ypot he t ic a l c losing
H ypot he t ic a l pa ym e nt pe r
va lue of S& P 5 0 0 ®
va lue of Russe ll
va lue of N a sda q-1 0 0
$ 1 ,0 0 0 se c urit y on re la t e d
I nde x on hypot he t ic a l
2 0 0 0 ® I nde x on
I nde x ® on
c ont inge nt c oupon pa ym e nt
va lua t ion da t e
hypot he t ic a l
hypot he t ic a l
da t e
va lua t ion da t e
va lua t ion da t e
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Ex a m ple
105
110
90
$ 2 0 .2 5
1
(underlying return = 5%)
(underlying return = 10%) (underlying return = -10%)
(contingent coupon is paid)
Ex a m ple
120
60
80
$ 0
2
(underlying return = 20%) (underlying return = -40%) (underlying return = -20%)
45
Ex a m ple
60
50
(underlying return = -55%)
$ 0
3
(underlying return = -40%) (underlying return = -50%)

Ex a m ple 1 : On the hypothetical valuation date, the Nasdaq-100 Index® has the lowest underlying return and, therefore, is the
worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing
underlying on the hypothetical valuation date is greater than its coupon barrier value. As a result, investors in the securities would
receive the contingent coupon payment of $20.25 per security on the related contingent coupon payment date.

Ex a m ple 2 : On the hypothetical valuation date, the Russell 2000® Index has the lowest underlying return and, therefore, is the
worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing
underlying on the hypothetical valuation date is less than its coupon barrier value. As a result, investors would not receive any
payment on the related contingent coupon payment date, even though each other underlying has appreciated from its initial
underlying value.

I nve st ors in t he se c urit ie s w ill not re c e ive a c ont inge nt c oupon on t he c ont inge nt c oupon pa ym e nt da t e
follow ing a va lua t ion da t e if t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t va lua t ion da t e is
le ss t ha n it s c oupon ba rrie r va lue . Whe t he r a c ont inge nt c oupon is pa id follow ing a va lua t ion da t e de pe nds
sole ly on t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t va lua t ion da t e .

Ex a m ple 3 : On the hypothetical valuation date, the S&P 500® Index has the lowest underlying return and, therefore, is the worst
performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on
the hypothetical valuation date is less than its coupon barrier value. As a result, investors would not receive any payment on the
related contingent coupon payment date. In this example, the closing value of each underlying is less than its coupon barrier value.

Hypothetical Examples of the Payment at Maturity on the Securities

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

PS-3
Citigroup Global Markets Holdings Inc.

H ypot he t ic a l fina l
H ypot he t ic a l fina l
H ypot he t ic a l fina l
H ypot he t ic a l pa ym e nt
unde rlying va lue of
unde rlying va lue of Russe ll
unde rlying va lue of
a t m a t urit y pe r $ 1 ,0 0 0
S& P 5 0 0 ® I nde x
2 0 0 0 ® I nde x
N a sda q-1 0 0 I nde x ®
se c urit y
140
Ex a m ple
150
135
$ 1 ,0 2 0 .2 5
(underlying return =
4
(underlying return = 50%)
(underlying return = 35%) (contingent coupon is paid)
40%)
120
Ex a m ple
40
60
(underlying return =
$ 4 0 0
5
(underlying return = -60%)
(underlying return = -40%)
20%)
20
Ex a m ple
70
50
(underlying return = -
$ 2 0 0
6
(underlying return = -30%)
(underlying return = -50%)
80%)

Ex a m ple 4 : On the final valuation date, the Nasdaq-100 Index® has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing underlying on
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the final valuation date is greater than its final barrier value. Accordingly, at maturity, you would receive the stated principal amount
of the securities plus the contingent coupon payment due at maturity but you would not participate in the appreciation of any of the
underlyings.

Ex a m ple 5 : On the final valuation date, the Russell 2000® Index has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing underlying on
the final valuation date is less than its final barrier value. Accordingly, at maturity, you would receive a payment per security
calculated as follows:

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

= $1,000 + ($1,000 × -60%)

= $1,000 + -$600

= $400

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less than its
final barrier value, you would lose a significant portion of your investment in the securities. You would incur a loss based on the
performance of the worst performing underlying on the final valuation date. In addition, because the closing value of the worst
performing underlying on the final valuation date is below its coupon barrier value, you would not receive any contingent coupon
payment at maturity.

Ex a m ple 6 : On the final valuation date, the S&P 500® Index has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing underlying on
the final valuation date is less than its final barrier value. Accordingly, at maturity, you would receive a payment per security
calculated as follows:

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

= $1,000 + ($1,000 × -80%)

= $1,000 + -$800

= $200

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less than its
final barrier value, you would lose a significant portion of your investment in the securities. In addition, because the final underlying
value of the worst performing underlying on the final valuation date is below its coupon barrier value, you would not receive any
contingent coupon payment at maturity.

I t is possible t ha t t he c losing va lue of t he w orst pe rform ing unde rlying w ill be le ss t ha n it s c oupon ba rrie r
va lue on e a c h va lua t ion da t e a nd le ss t ha n it s fina l ba rrie r va lue on t he fina l va lua t ion da t e , suc h t ha t you
w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt s ove r t he t e rm of t he se c urit ie s a nd 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.

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
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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 we do not redeem the
securities prior to maturity, your payment at maturity will depend on the final underlying value of the worst performing
underlying on the final valuation date. If the final underlying value of the worst performing underlying on the final valuation date
is less than its final barrier value, you will lose 1% of the stated principal amount of the securities for every 1% by which the
worst performing underlying has declined from its initial underlying value. There is no minimum payment at maturity on the
securities, and you may lose up to all of your investment.

?
Y ou w ill not re c e ive a ny c ont inge nt c oupon on t he c ont inge nt c oupon pa ym e nt da t e follow ing a ny
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 da t e is
le ss t ha n it s c oupon ba rrie r va lue . A contingent coupon payment will be made on a contingent coupon payment date if
and only if the closing value of the worst performing underlying on the immediately preceding valuation date is greater than or
equal to its coupon barrier value. If the closing value of the worst performing underlying on any valuation date is less than its
coupon barrier value, you will not receive any contingent coupon payment on the immediately following contingent coupon
payment date. If the closing value of the worst performing underlying on each valuation date is below its coupon barrier value,
you will not receive any contingent coupon payments over the term of the securities.

?
H ighe r c ont inge nt c oupon ra t e s a re a ssoc ia t e d w it h gre a t e r risk . The securities offer contingent coupon
payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our
conventional debt securities of the same maturity. This higher potential yield is associated with greater levels of expected risk
as of the pricing date for the securities, including the risk that you may not receive a contingent coupon payment on one or
more, or any, contingent coupon payment dates and the risk that the value of what you receive at maturity may be significantly
less than the stated principal amount of your securities and may be zero. The volatility of, and correlation between, the closing
values of the underlyings are important factors affecting these risks. Greater expected volatility of, and lower expected
correlation between, the closing values of the underlyings as of the pricing date may result in a higher contingent coupon rate,
but would also represent a greater expected likelihood as of the pricing date that (i) the closing value of the worst performing
underlying on one or more valuation dates will be less than its coupon barrier value, such that you will not receive one or more,
or any, contingent coupon payments during the term of the securities and (ii) the closing value of the worst performing
underlying on the final valuation date will be less than its final barrier value, such that you will not be repaid the stated principal
amount of your securities at maturity.

?
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 their closing values tend to increase or
decrease at similar times and by similar magnitudes. By investing in the securities, you assume the risk that the underlyings
will not exhibit this relationship. The less correlated the underlyings, the more likely it is that any one of the underlyings will
perform poorly over the term of the securities. All that is necessary for the securities to perform poorly is for one of the
underlyings to perform poorly. It is impossible 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.

PS-4
Citigroup Global Markets Holdings Inc.

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?
Y ou m a y not be a de qua t e ly c om pe nsa t e d for a ssum ing t he dow nside risk of t he w orst pe rform ing
unde rlying. The potential contingent coupon payments on the securities are the compensation you receive for assuming the
downside risk of the worst performing underlying, as well as all the other risks of the securities. That compensation is
effectively "at risk" and may, therefore, be less than you currently anticipate. First, the actual yield you realize on the securities
could be lower than you anticipate because the coupon is "contingent" and you may not receive a contingent coupon payment
on one or more, or any, of the contingent coupon payment dates. Second, the contingent coupon payments are the
compensation you receive not only for the downside risk of the worst performing underlying, but also for all of the other risks of
the securities, including the risk that the securities may be redeemed prior to maturity, interest rate risk and our and Citigroup
Inc.'s credit risk. If those other risks increase or are otherwise greater than you currently anticipate, the contingent coupon
payments may turn out to be inadequate to compensate you for all the risks of the securities, including the downside risk of the
worst performing underlying.

?
We m a y re de e m t he se c urit ie s a t our opt ion, w hic h w ill lim it your a bilit y t o re c e ive t he c ont inge nt
c oupon pa ym e nt s. We may redeem the securities on any potential redemption date upon not less than three business
days' notice. In the event that we redeem the securities, you will receive the stated principal amount of your securities and the
related contingent coupon payment, if any. Thus, the term of the securities may be limited. If we redeem the securities prior to
maturity, you will not receive any additional contingent coupon payments. Moreover, you may not be able to reinvest your funds
in another investment that provides a similar yield with a similar level of risk. If we redeem the securities prior to maturity, it is
likely to be at a time when the underlyings are performing in a manner that would otherwise have been favorable to you. By
contrast, if the underlyings are performing unfavorably from your perspective, we are less likely to redeem the securities. If we
redeem the securities, we will do so at a time that is advantageous to us and without regard to your interests.

?
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 on the securities will be limited to the contingent coupon payments you receive, if any, and may be
significantly less than the return on any underlying over the term of the securities.

?
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 contingent coupon will be paid on any given contingent
coupon payment date will depend on the closing values of the underlyings solely on the applicable valuation dates, regardless
of the closing values of the underlyings on other days during the term of the securities. If we do not redeem the securities prior
to maturity, what you receive at maturity will depend solely on the closing value of the worst performing underlying on the final
valuation date, and not on any other day during the term of the securities. Because the performance of the securities depends
on the closing values of the underlyings on a limited number of dates, the securities will be particularly sensitive to volatility in
the closing values of the underlyings on or near the valuation dates. You should understand that the closing value of each
underlying has historically been highly volatile.

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

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

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?
T he e st im a t e d va lue of t he se c urit ie s on t he pric ing da t e , ba se d on CGM I 's proprie t a ry pric ing m ode ls
a nd our int e rna l funding ra t e , is le ss t ha n t he issue pric e . The difference is attributable to certain costs associated
with selling, structuring and hedging the securities that are included in the issue price. These costs include (i) 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.

PS-5
Citigroup Global Markets Holdings Inc.

?
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 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 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
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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.

PS-6
Citigroup Global Markets Holdings Inc.

?
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 such sponsor may make. Such changes could adversely affect the performance of the underlyings and the
value of and your return on the securities.

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?
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 described in "United States Federal Tax
Considerations" below. If the IRS were successful in asserting an alternative treatment, the tax consequences of ownership and
disposition of the securities might be materially and adversely affected. Moreover, as described in the accompanying product
supplement under "United States Federal Tax Considerations," in 2007 the U.S. Treasury Department and the IRS released a
notice requesting comments on various issues regarding the U.S. federal income tax treatment of "prepaid forward contracts"
and similar instruments. While it is not clear whether the securities would be viewed as similar to the typical prepaid forward
contract described in the notice, it is possible that any 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, including the
character and timing of income or loss recognized by U.S. investors, possibly with retroactive effect. 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.

Non-U.S. investors should note that persons having withholding responsibility in respect of the securities may withhold on any
coupon payment paid to a non-U.S. investor, generally at a rate of 30%. To the extent that we have withholding responsibility
in respect of the securities, we intend to so withhold.

In addition, Section 871(m) of the Internal Revenue Code of 1986, as amended (the "Code"), imposes a withholding tax of up
to 30% on "dividend equivalents" paid or deemed paid to non-U.S. investors in respect of certain financial instruments linked to
U.S. equities. In light of Treasury regulations, as modified by an IRS notice, that provide a general exemption for financial
instruments issued prior to January 1, 2021 that do not have a "delta" of one, the securities should not be subject to
withholding under Section 871(m). However, the IRS could challenge this conclusion.

We will not be required to pay any additional amounts with respect to amounts withheld.

PS-7
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 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 18, 2019 was 2,670.71.

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 18, 2019. We obtained the closing values from Bloomberg L.P., without independent verification. You should not take
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