Obligation Citi Global Markets 0.074% ( US17326YKX30 ) en USD

Citi Global Markets

98 % ⇌

Etas-Unis

US17326YKX30 ( en USD )

0.074% par an ( paiement semestriel )

14/05/2069

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326YKX30 en USD 0.074%, échéance 14/05/2069

1 000 USD

27 356 000 USD

17326YKX3

N/A

A2 ( Qualité moyenne supérieure )

14/05/2025 ( Dans 4 jours )

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 US17326YKX30, paye un coupon de 0.074% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2069

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17326YKX30, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

424B2 1 dp106703_424b2-134.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
M a y 9 , 2 0 1 9
M e dium -T e rm Se nior N ot e s, Se rie s N
Pric ing Supple m e nt N o. 2 0 1 9 -U SN CH 2 3 5 9
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -2 2 4 4 9 5 a nd 3 3 3 -2 2 4 4 9 5 -0 3
Floating Rate Notes Due May 14, 2069
·
The notes will pay interest at a floating rate that will be reset quarterly and will equal 3-month U.S. dollar LIBOR minus a
spread of 0.350% per annum, subject to a minimum interest rate of 0%. T he qua rt e rly int e re st pa ym e nt s on t he not e s
w ill va ry a nd m a y be pa id a t a ra t e a s low a s 0 % pe r a nnum .
·
You may request that we repurchase your notes on a semi-annual basis (i.e., once every six months) beginning approximately
one year after the original issue date, subject to your compliance with the minimum repurchase amount, the procedural
requirements and the other limitations set forth under "Key Terms" on page PS-2 and in "Annex A--Supplemental Terms of
Notes--Early Repurchase" of this pricing supplement. Y ou w ill re c e ive le ss t ha n your princ ipa l a m ount if you
re que st t ha t w e re purc ha se your not e s on a ny re purc ha se da t e prior t o M a y 1 4 , 2 0 3 1 .
·
The notes are unsecured and unsubordinated debt obligations of Citigroup Global Markets Holdings Inc. and are guaranteed by
Citigroup Inc. All pa ym e nt s due on t he not e 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 .
·
There is uncertainty about the future of 3-month U.S. dollar LIBOR. The amount of interest payable on the notes will be
calculated using a substitute or successor rate selected by the issuer (or one of its affiliates), which may be subject to
adjustment, if 3-month U.S. dollar LIBOR is discontinued. See "Risk Factors" and "Determination of 3-month U.S. Dollar
LIBOR" in this pricing supplement.
·
It is important for you to consider the information contained in this pricing supplement together with the information contained
in the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the
extent inconsistent with replaces, the description of the general terms of the notes set forth in the accompanying prospectus
supplement and prospectus.
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 notes are fully and unconditionally guaranteed by Citigroup Inc.
St a t e d princ ipa l a m ount :
$1,000 per note
Aggre ga t e st a t e d princ ipa l
$27,356,000
a m ount :
Pric ing da t e :
May 9, 2019
Origina l issue da t e :
May 14, 2019. See "General Information--Supplemental information regarding plan of
distribution; conflicts of interest" in this pricing supplement.
M a t urit y da t e :
May 14, 2069. If the maturity date is not a business day, then the payment required to be
made on the maturity date will be made on the next succeeding business day with the same
force and effect as if made on the maturity date. No additional interest will accrue as a
result of delayed payment.
Pa ym e nt a t m a t urit y:
Unless earlier repurchased, $1,000 per note plus any accrued and unpaid interest
I nt e re st ra t e pe r a nnum :
For each interest period, a floating rate equal to 3-month U.S. dollar LIBOR determined on
the second London business day prior to the first day of the applicable interest period minus
a spread of 0.350% per annum, subject to a minimum interest rate of 0.00% per annum for
any interest period
I nt e re st pe riod:
Each three-month period from and including an interest payment date (or the original issue
date, in the case of the first interest period) to but excluding the next interest payment date
I nt e re st pa ym e nt da t e s:
Interest on the notes is payable quarterly on the 14th day of each February, May, August,
and November, beginning on August 14, 2019 and ending on the maturity date or, if
applicable, the applicable repurchase date. If any interest payment date is not a business
day, then the payment required to be made on that interest payment date will be made on
the next succeeding business day with the same force and effect as if made on that interest
payment date. No additional interest will accrue as a result of delayed payment.
Da y c ount c onve nt ion:
Actual/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
CU SI P / I SI N :
17326YKX3 / US17326YKX30
List ing:
The notes will not be listed on any securities exchange and, accordingly, may have limited
or no market liquidity.
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer
U nde rw rit ing fe e a nd issue
I ssue pric e
U nde rw rit ing fe e (1)
Proc e e ds t o issue r
pric e :
Pe r not e :
$1,000
$10
$990
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T ot a l:
$27,356,000
$273,560
$27,082,440
(Key Terms continued on next page)
(1) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the notes, is acting as principal
and will receive an underwriting fee of $10 for each $1,000 note sold in this offering. Selected dealers not affiliated with CGMI will
receive a selling concession of $10 for each note they sell. See "General Information--Fees and selling concessions" 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 notes declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
I nve st ing in t he not e 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 fix e d-
ra t e de bt se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge PS-4 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he not e 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 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 prospectus supplement and prospectus, each of
which can be accessed via the hyperlink below.
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d M a y 1 4 , 2 0 1 8
T he not e 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.
Floating Rate Notes Due May 14, 2069

K EY T ERM S (c ont inue d)
Ea rly re purc ha se :
You may request that we repurchase all or any portion of your notes on any repurchase date on
or after May 14, 2020 (the "initial repurchase date") by following the procedures described under
"Annex A--Supplemental Terms of Notes--Early Repurchase," which will include us receiving a
repurchase notice by no later than 4:00 p.m., New York City time, fifteen business days prior to
the relevant repurchase date. If you fail to comply with these procedures, your notice will be
deemed ineffective. To exercise the early repurchase right, you must submit notes for
repurchase having an aggregate stated principal amount equal to the minimum repurchase
amount of $100,000 or an integral multiple of $1,000 in excess thereof.
Re purc ha se a m ount :
Upon early repurchase, you will receive for each $1,000 stated principal amount note, on the
applicable repurchase date, a cash "repurchase amount" equal to the following amount, as
applicable, plus any accrued and unpaid interest:

Re purc ha se da t e s oc c urring:

From and including May 14, 2020 to and including
$980
November 14, 2024

From and including May 14, 2025 to and including
$990
November 14, 2030

From and including May 14, 2031 to but excluding the
$1,000
maturity date

Y ou m a y re que st t ha t w e re purc ha se your not e s on a se m i-a nnua l ba sis ( i.e.,
onc e e ve ry six m ont hs) on or a ft e r t he init ia l re purc ha se da t e , subje c t t o your
c om plia nc e w it h t he m inim um re purc ha se a m ount , t he proc e dura l re quire m e nt s
a nd t he ot he r lim it a t ions se t fort h he re in a nd unde r "Anne x A--Supple m e nt a l
T e rm s of N ot e s--Ea rly Re purc ha se ." Y ou w ill re c e ive le ss t ha n your st a t e d
princ ipa l a m ount pe r not e if you re que st t ha t w e re purc ha se your not e s on a ny
re purc ha se da t e prior t o M a y 1 4 , 2 0 3 1 .

Depending on market conditions, including changes in interest rates, it is possible that the value
of the notes in the secondary market at any time may be greater than the repurchase amount.
Accordingly, prior to exercising the early repurchase right described above, you should contact
the broker or other entity through which the notes are held to determine whether a sale of the
notes in the secondary market may result in greater proceeds than the repurchase amount.
Re purc ha se da t e s:
$ 9 8 0 re purc ha se
$ 9 9 0 re purc ha se
$ 1 ,0 0 0 re purc ha se a m ount
a m ount
a m ount
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May 14, 2020
May 14, 2025
May 14, 2031
May 14, 2051
November 14, 2020
November 14, 2025
November 14, 2031
November 14, 2051
May 14, 2021
May 14, 2026
May 14, 2032
May 14, 2052
November 14, 2021
November 14, 2026
November 14, 2032
November 14, 2052
May 14, 2022
May 14, 2027
May 14, 2033
May 14, 2053
November 14, 2022
November 14, 2027
November 14, 2033
November 14, 2053
May 14, 2023
May 14, 2028
May 14, 2034
May 14, 2054
November 14, 2023
November 14, 2028
November 14, 2034
November 14, 2054
May 14, 2024
May 14, 2029
May 14, 2035
May 14, 2055
November 14, 2024
November 14, 2029
November 14, 2035
November 14, 2055

May 14, 2030
May 14, 2036
May 14, 2056

November 14, 2030
November 14, 2036
November 14, 2056

May 14, 2037
May 14, 2057

November 14, 2037
November 14, 2057

May 14, 2038
May 14, 2058

November 14, 2038
November 14, 2058

May 14, 2039
May 14, 2059

November 14, 2039
November 14, 2059

May 14, 2040
May 14, 2060

November 14, 2040
November 14, 2060

May 14, 2041
May 14, 2061

November 14, 2041
November 14, 2061

May 14, 2042
May 14, 2062

November 14, 2042
November 14, 2062

May 14, 2043
May 14, 2063

November 14, 2043
November 14, 2063

May 14, 2044
May 14, 2064

November 14, 2044
November 14, 2064

May 14, 2045
May 14, 2065

November 14, 2045
November 14, 2065

May 14, 2046
May 14, 2066

November 14, 2046
November 14, 2066

May 14, 2047
May 14, 2067

November 14, 2047
November 14, 2067

May 14, 2048
May 14, 2068

November 14, 2048
November 14, 2068

May 14, 2049

November 14, 2049

May 14, 2050

November 14, 2050

May 2019
PS-2
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 14, 2069

K EY T ERM S (c ont inue d)

If any repurchase date is not a business day, then the payment required to be made on that
repurchase date will be made on the next succeeding business day with the same force and
effect as if made on that repurchase date. No additional interest will accrue as a result of delayed
payment.
Re purc ha se not ic e :
A repurchase notice substantially in the form of the repurchase notice set forth in Annex B to this
pricing supplement

May 2019
PS-3
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Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 14, 2069

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the notes. You should read the risk factors below
together with 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. We also urge you to consult
your investment, legal, tax, accounting and other advisors in connection with your investment in the notes.

T he a m ount of int e re st pa ya ble on t he not e s w ill va ry. The notes differ from conventional fixed-rate debt securities
in that the interest payable on the notes will vary based on the level of 3-month U.S. dollar LIBOR and may be as low as
0.00%. The notes will bear interest during each quarterly interest period at a per annum rate equal to the level of 3-month U.S.
dollar LIBOR determined on the second London business day prior to the first day of the applicable interest period minus a
spread of 0.350% per annum, subject to a minimum interest rate of 0.00% per annum. The per annum interest rate that is
determined on the relevant interest determination date will apply to the entire interest period following that interest
determination date, even if 3-month U.S. dollar LIBOR increases during that interest period, but is applicable only to that
quarterly interest period; interest payments for any other quarterly interest period will vary.

T he yie ld on t he not e s m a y be low e r t ha n t he yie ld on a c onve nt iona l fix e d -ra t e de bt se c urit y of ours of
c om pa ra ble m a t urit y. The notes will bear interest during each quarterly interest period at a per annum rate equal to the
level of 3-month U.S. dollar LIBOR determined on the second London business day prior to the first day of the applicable
interest period minus a spread of 0.350% per annum, subject to a minimum interest rate of 0.00% per annum. As a result, the
effective yield on your notes may be less than that which would be payable on a conventional fixed-rate debt security of ours
(guaranteed by Citigroup Inc.) of comparable maturity.

T he le ve l of 3 -m ont h U .S. dolla r LI BOR a pplic a ble t o a ny int e re st pe riod w ill be re duc e d by 0 .3 5 0 % pe r
a nnum . When determining the interest payable on the notes during each quarterly interest period, 0.350% will be deducted
from the level of 3-month U.S. dollar LIBOR determined on the second London business day prior to the first day of the
applicable interest period. As a result, the interest payable on the notes will be less than that which would be payable without
such deduction.

T he not e s m a y be risk ie r t ha n a n inve st m e nt w it h a short e r t e rm . The notes have a relatively long term to
maturity. Accordingly, if you do not own a sufficient principal amount of notes to satisfy the minimum repurchase amount in
connection with an exercise of the early repurchase right, you will be subject to heightened risks as compared to an investment
in notes with a shorter term because you will be subject to those risks for a longer period of time. For example, because of the
longer time horizon of the notes, you will be subject to greater risk that we and Citigroup Inc. may default on our obligations
under the notes at some point prior to maturity. In addition, you will be subject to greater interest rate risk. If 3-month U.S.
dollar LIBOR fails to increase significantly from current levels, you may be holding a long-dated security with a yield that is
lower than you might achieve on other investments, including our fixed rate debt securities of the same maturity. The relatively
long term of the notes means that it may be a considerable length of time before you would be able to redeploy your funds to a
higher yielding investment. Moreover, the value of a longer-dated note is typically less than the value of an otherwise
comparable note with a shorter term, so that, if you were to desire to sell the notes prior to maturity in order to invest in a
better performing alternative investment, you may not be able to do so except at a substantial loss.

I f you re que st t ha t w e re purc ha se your not e s on a ny re purc ha se da t e on or prior t o N ove m be r 1 4 , 2 0 3 0 ,
you w ill re c e ive le ss t ha n t he st a t e d princ ipa l a m ount of your not e s. The repurchase amount for any repurchase
date from and including May 14, 2020 to and including November 14, 2024 is equal to $980 for each $1,000 stated principal
amount note, plus any accrued and unpaid interest. The repurchase amount for any repurchase date from and including May
14, 2025 to and including November 14, 2030 is equal to $990 for each $1,000 stated principal amount note, plus any accrued
and unpaid interest. As a result, if you request that we repurchase your notes on any repurchase date on or prior to November
14, 2030, you will receive less than the stated principal amount of your notes upon an early repurchase.

T he re a re re st ric t ions on your a bilit y t o re que st t ha t w e re purc ha se your not e s. To request that we
repurchase your notes, you must submit at least the minimum repurchase amount of $100,000 in stated principal amount of
your notes. You may not exercise the early repurchase right prior to May 14, 2020, and thereafter you may exercise the early
repurchase right only once every six months. In addition, if you elect to exercise your early repurchase right, your request that
we repurchase your notes is only valid if we receive your repurchase notice by no later than 4:00 p.m., New York City time,
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fifteen business days prior to the relevant repurchase date and if you follow the procedures described under "Annex A--
Supplemental Terms of Notes--Early Repurchase" and we or our affiliates acknowledge receipt of the repurchase notice that
same day. If we do not receive that repurchase notice or we or our affiliates do not acknowledge receipt of that notice, your
repurchase request will not be effective and we will not be required to repurchase your notes on the corresponding repurchase
date. Because of the timing requirements of the repurchase notice, settlement of the repurchase will be prolonged when
compared to a sale and settlement in a secondary market sale transaction. As your request that we repurchase your notes is
irrevocable, this will subject you to market risk in the event the market fluctuates after we receive your request.

T he not e 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 ., a nd
a ny a c t ua l or pe rc e ive d c ha nge s t o t he c re dit w ort hine ss of e it he r e nt it y m a y a dve rse ly a ffe c t t he va lue
of t he not e s. You are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup
Global Markets Holdings Inc. defaults on its obligations under the notes and Citigroup Inc. defaults on its guarantee obligations,
your investment would be at risk and you could

May 2019
PS-4
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 14, 2069

lose some or all of your investment. As a result, the value of the notes will be affected by changes in the market's view of the
creditworthiness of Citigroup Global Markets Holdings Inc. or Citigroup Inc. Any decline, or anticipated decline, in the credit
ratings of either entity or any increase, or anticipated increase, in the credit spreads of either entity is likely to adversely affect
the value of the notes.

T he not e 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 notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for
the notes. CGMI currently intends to make a secondary market in relation to the notes and to provide an indicative bid price for
the notes on a daily basis. Any indicative bid price for the notes 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 notes 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 notes because it is likely that CGMI will be the only broker-dealer that is willing to buy your
notes prior to maturity. Accordingly, except to the extent the early repurchase right is available, an investor must be prepared
to hold the notes until maturity.

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 "General Information--Temporary adjustment period" in this pricing supplement.

Se c onda ry m a rk e t sa le s of t he not e s m a y re sult in a loss of princ ipa l. You will be entitled to receive at least the
full stated principal amount of your notes, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.,
only if you hold the notes to maturity or to a repurchase date occurring on or after May 14, 2031. If you are able to sell your
notes in the secondary market prior to maturity, you are likely to receive less than the stated principal amount of the notes.

T he inc lusion of unde rw rit ing fe e s a nd proje c t e d profit from he dging in t he issue pric e is lik e ly t o
a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no changes in market conditions or other relevant factors, the
price, if any, at which CGMI may be willing to purchase the notes in secondary market transactions will likely be lower than the
issue price since the issue price of the notes will include, and secondary market prices are likely to exclude, underwriting fees
paid with respect to the notes, as well as the cost of hedging our obligations under the notes. The cost of hedging includes the
projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging
transactions. The secondary market prices for the notes are also likely to be reduced by the costs of unwinding the related
hedging transactions. Our affiliates may realize a profit from hedging activity even if the value of the notes declines. In addition,
any secondary market prices for the notes may differ from values determined by pricing models used by CGMI, as a result of
dealer discounts, mark-ups or other transaction costs.

T he pric e a t w hic h you m a y be a ble t o se ll your not e s prior t o m a t urit y w ill de pe nd on a num be r of
fa c t ors a nd m a y be subst a nt ia lly le ss t ha n t he a m ount you origina lly inve st . A number of factors will influence
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the value of the notes in any secondary market that may develop and the price at which CGMI may be willing to purchase the
notes in any such secondary market, including: the level and volatility of 3-month U.S. dollar LIBOR, interest rates in the
market, the time remaining to maturity of the notes, changes in CGMI's estimation of the value of the early repurchase right,
hedging activities by our affiliates, fees and projected hedging fees and profits and any actual or anticipated changes in the
credit ratings, financial condition and results of either Citigroup Global Markets Holdings Inc. or Citigroup Inc. The value of the
notes will vary and is likely to be less than the issue price at any time prior to maturity, and sale of the notes prior to maturity
may result in a loss.

T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of t he issue r, w ill m a k e de t e rm ina t ions w it h re spe c t t o t he
not e s. Citibank, N.A., the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citibank, N.A. will
determine, among other things, the level of 3-month U.S. dollar LIBOR and will calculate the interest payable to you on each
interest payment date. Any of these determinations or calculations made by Citibank, N.A. in its capacity as calculation agent,
including with respect to the calculation of the level of 3-month U.S. dollar LIBOR in the event of the unavailability of the level
of 3-month U.S. dollar LIBOR, may adversely affect the amount of one or more interest payments to you.

H e dging a nd t ra ding a c t ivit y by us or our a ffilia t e s c ould re sult in a c onflic t of int e re st . One or more of our
affiliates have entered into hedging transactions. This hedging activity involves trading in instruments, such as options, swaps
or futures, based upon 3-month U.S. dollar LIBOR. This expected hedging activity may present a conflict between your interest
in the notes and the interests our affiliates have in executing, maintaining and adjusting their hedge transactions because it
could affect the price at which our affiliate CGMI may be willing to purchase your notes in the secondary market. Because
hedging our obligations under the notes involves risk and may be influenced by a number of factors, it is possible that our
affiliates may profit from hedging activity, even if the value of the notes declines.

T he hist oric a l pe rform a nc e of 3 -m ont h U .S. dolla r LI BOR is not a n indic a t ion of it s fut ure pe rform a nc e .
The historical performance of 3-month U.S. dollar LIBOR, which is included in this pricing supplement, should not be taken as
an indication of the future performance of 3-month U.S. dollar LIBOR during the term of the notes. Changes in the level of 3-
month U.S. dollar LIBOR will affect the value of the notes, but it is impossible to predict whether the level of 3-month U.S.
dollar LIBOR will rise or fall.

U nc e rt a int y a bout t he fut ure of LI BOR m a y a dve rse ly a ffe c t 3 -m ont h U .S. dolla r LI BOR a nd t he re fore t he
re t urn on a nd t he va lue of t he not e s. On July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority
(the "FCA"), which regulates LIBOR, announced that the FCA intends to stop persuading or compelling banks to submit rates
for the calculation of LIBOR to the LIBOR administrator. The announcement indicates that the continuation of LIBOR on the
current basis cannot and will not be

May 2019
PS-5
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 14, 2069

guaranteed after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions
to the administrator of LIBOR, whether LIBOR rates will cease to be published or supported before or after 2021 or whether
any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. At this time, no consensus exists as to
what rate or rates may become accepted alternatives to LIBOR and it is impossible to predict the effect of any such alternatives
on the value of LIBOR-based securities, such as the notes. Uncertainty as to the nature of alternative reference rates and as to
potential changes or other reforms to LIBOR may adversely affect 3-month U.S. dollar LIBOR during the term of the notes and
your return on the notes and the market for LIBOR-based securities, including the notes.

T he a m ount of int e re st pa ya ble on t he not e s w ill be de t e rm ine d using a lt e rna t ive m e t hods if 3 -m ont h
U .S. dolla r LI BOR is no longe r a va ila ble on t he Re ut e rs de signa t e d LI BOR pa ge a nd w ill be c a lc ula t e d
using a subst it ut e or suc c e ssor ra t e se le c t e d by us (or one of our a ffilia t e s) if 3 -m ont h U .S. dolla r LI BOR
is disc ont inue d. If, during the term of the notes, 3-month U.S. dollar LIBOR is no longer quoted on the Reuters designated
LIBOR page described in "Determination of 3-Month U.S. Dollar LIBOR" below, 3-month U.S. dollar LIBOR will be determined
using the alternative methods described in "Determination of 3-Month U.S. Dollar LIBOR" below. Any of these alternative
methods may result in interest payments on the notes that are lower than or do not otherwise correlate over time with the
interest payments that would have been made on the notes if the Reuters designated LIBOR page had remained available.
Any of the foregoing may have an adverse effect on your return on the notes and their value.

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Additionally, if during the term of the notes the issuer (or its affiliate) determines that 3-month U.S. dollar LIBOR has been
discontinued or is permanently no longer being published, it will use a substitute or successor rate that it has determined, in its
sole discretion after consulting with any source it deems to be reasonable, to be the industry-accepted substitute or successor
rate, or, if there is no such industry-accepted substitute or successor rate, a substitute or successor rate that is most
comparable to 3-month U.S. dollar LIBOR. The issuer (or such affiliate) also will determine, in its sole discretion after
consulting with any source it deems to be reasonable, any adjustments to the relevant methodology or definitions for
calculating such substitute or successor rate, including any adjustment factor needed to make such substitute or successor rate
comparable to 3-month U.S. dollar LIBOR, in a manner that is consistent with any industry-accepted practices for such
substitute or successor rate. The issuer's (or its affiliate's) interests in making the determinations described above may be
adverse to your interests as a holder of the notes and may have an adverse effect on your return on the notes and their value.

Y ou w ill ha ve no right s a ga inst t he publishe r of 3 -m ont h U .S. dolla r LI BOR. You will have no rights against the
publisher of 3-month U.S. dollar LIBOR even though the amount you receive on each interest payment date will depend upon
the level of 3-month U.S. dollar LIBOR. The publisher of 3-month U.S. dollar LIBOR is not in any way involved in this offering
and has no obligations relating to the notes or the holders of the notes.

May 2019
PS-6
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 14, 2069

Ge ne ra l I nform a t ion
T e m pora ry a djust m e nt
For a period of approximately six months following issuance of the notes, the price, if any, at
pe riod:
which CGMI would be willing to buy the notes from investors, and the value that will be indicated
for the notes on any brokerage account statements prepared by CGMI or its affiliates (which
value CGMI may also publish through one or more financial information vendors), will reflect a
temporary upward adjustment from the price or value that would otherwise be determined. This
temporary upward adjustment represents a portion of the hedging profit expected to be realized
by CGMI or its affiliates over the term of the notes. The amount of this temporary upward
adjustment will decline to zero on a straight-line basis over the six-month temporary adjustment
period. However, CGMI is not obligated to buy the notes from investors at any time. See "Risk
Factors--The notes will not be listed on any securities exchange and you may not be able to
sell them prior to maturity."
U .S. fe de ra l inc om e t a x
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes should be treated as
c onside ra t ions:
"variable rate debt instruments" for U.S. federal income tax purposes. Under this treatment,
stated interest on the notes will be taxable to a U.S. Holder (as defined in the accompanying
prospectus supplement) as ordinary interest income at the time it accrues or is received in
accordance with the U.S. Holder's method of tax accounting.

Upon the sale or other taxable disposition of a note, a U.S. Holder generally will recognize
capital gain or loss equal to the difference between the amount realized on the disposition (other
than any amount attributable to accrued interest, which will be treated as a payment of interest)
and the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a
note generally will equal the cost of the note to the U.S. Holder. Such gain or loss generally will
be long-term capital gain or loss if the U.S. Holder has held the note for more than one year at
the time of disposition.

Subject to the discussion in "United States Federal Tax Considerations" in the accompanying
prospectus supplement, under current law Non-U.S. Holders (as defined in the accompanying
prospectus supplement) generally will not be subject to U.S. federal withholding or income tax
with respect to interest paid on and amounts received on the sale, exchange or retirement of the
notes if they comply with applicable certification requirements. Special rules apply to Non-U.S.
Holders whose income on the notes is effectively connected with the conduct of a U.S. trade or
business or who are individuals present in the United States for 183 days or more in a taxable
year.

The discussions herein and in the accompanying prospectus supplement do not address the
consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the
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Code.

FAT CA. You should review the section entitled "United States Federal Tax Considerations--
FATCA" in the accompanying prospectus supplement regarding withholding rules under the
"FATCA" regime. The discussion in that section is hereby modified to reflect regulations
proposed by the U.S. Treasury Department indicating an intent to eliminate the requirement
under FATCA of withholding on gross proceeds of the disposition of affected financial
instruments. The U.S. Treasury Department has indicated that taxpayers may rely on these
proposed regulations pending their finalization.

Y ou should re a d t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x
Conside ra t ions" in t he a c c om pa nying prospe c t us supple m e nt . T he pre c e ding
disc ussion, w he n re a d in c om bina t ion w it h t ha t se c t ion, c onst it ut e s t he full
opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x
c onse que nc e s of ow ning a nd disposing of t he not e s. I t doe s not a ddre ss t he
pot e nt ia l c onse que nc e s of a n inve st m e nt in t he not e s for t he t a x t re a t m e nt of
your ot he r inve st m e nt s or t ra nsa c t ions.

Y ou should a lso c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S.
fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he not e s a nd a ny t a x
c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -U .S. t a x ing
jurisdic t ion.
N ot e s use d a s qua lifie d
Prospective investors seeking to treat the notes as "qualified replacement property" for purposes
re pla c e m e nt prope rt y:
of Section 1042 of the Internal Revenue Code of 1986, as amended (the "Code"), should be
aware that Section 1042 requires the issuer to meet certain requirements in order for the notes
to constitute qualified replacement property. In general, qualified replacement property is a
security issued by a domestic operating corporation that did not, for the taxable year preceding
the

May 2019
PS-7
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 14, 2069

taxable year in which such security was purchased, have "passive investment income" in excess
of 25 percent of the gross receipts of such corporation for such preceding taxable year (the
"passive income test"). For purposes of the passive income test, where the issuing corporation
is in control of one or more corporations or such issuing corporation is controlled by one or more
other corporations, all such corporations are treated as one corporation (the "affiliated group")
when computing the amount of passive investment income under Section 1042.

Citigroup Global Markets Holdings Inc. believes that less than 25 percent of its affiliated group's
gross receipts was passive investment income for the taxable year ending December 31, 2018.
In making this determination, we have made certain assumptions and used procedures which
we believe are reasonable. Accordingly, Citigroup Global Markets Holdings Inc., as issuer, is of
the view that the notes should qualify as "qualified replacement property." Citigroup Global
Markets Holdings Inc. cannot give any assurance as to whether its affiliated group will continue
to meet the passive income test. It is, in addition, possible that the Internal Revenue Service
may disagree with the manner in which Citigroup Global Markets Holdings Inc. has calculated
the affiliated group's gross receipts (including the characterization thereof) and passive
investment income and the conclusions reached herein.

The notes are securities with no established trading market. No assurance can be given as to
whether a trading market for the notes will develop or as to the liquidity of a trading market for
the notes. The availability and liquidity of a trading market for the notes will also be affected by
the degree to which purchasers treat the notes as qualified replacement property.
T rust e e :
The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will serve as
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trustee for the notes.
U se of proc e e ds a nd
The net proceeds received from the sale of the notes will be used for general corporate
he dging:
purposes and, in part, in connection with hedging our obligations under the notes through one
or more of our affiliates.

Hedging activities related to the notes by one or more of our affiliates involves trading in one or
more instruments, such as options, swaps and/or futures, based on 3-month U.S. dollar LIBOR
and/or taking positions in any other available securities or instruments that we may wish to use
in connection with such hedging. It is possible that our affiliates may profit from this hedging
activity, even if the value of the notes declines. Profit or loss from this hedging activity could
affect the price at which Citigroup Global Markets Holdings Inc.'s affiliate, CGMI, may be willing
to purchase your notes in the secondary market. For further information on our use of proceeds
and hedging, see "Use of Proceeds and Hedging" in the accompanying prospectus.
ERI SA a nd I RA purc ha se
Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus
c onside ra t ions:
supplement for important information for investors that are ERISA or other benefit plans or
whose underlying assets include assets of such plans.
Fe e s a nd se lling
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of
c onc e ssions:
the notes, is acting as principal and will receive an underwriting fee of $10 for each note sold in
this offering. CGMI will pay selected dealers not affiliated with CGMI a selling concession of $10
for each note they sell.

Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related to
this offering, even if the value of the notes declines. You should refer to "Risk Factors" above
and the section "Use of Proceeds and Hedging" in the accompanying prospectus.
Supple m e nt a l inform a t ion
The terms and conditions set forth in the Amended and Restated Global Selling Agency
re ga rding pla n of
Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., Citigroup Inc. and
dist ribut ion; c onflic t s of
the agents named therein, including CGMI, govern the sale and purchase of the notes.
int e re st :

The notes will not be listed on any securities exchange.

In order to hedge its obligations under the notes, Citigroup Global Markets Holdings Inc. has
entered into one or more swaps or other derivatives transactions with one or more of its
affiliates. You should refer to the sections "Risk Factors--Hedging and trading activity by us or
our affiliates could result in a conflict of interest," and "General Information--Use of proceeds
and hedging" in this pricing supplement and the section "Use of Proceeds and Hedging" in the
accompanying prospectus.

Secondary market sales of securities typically settle two business days after the date on which
the parties agree to the sale. Because the issue date for the securities is more than two
business

May 2019
PS-8
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 14, 2069

days after the pricing date, investors who wish to sell the securities at any time prior to the
second business day preceding the issue date will be required to specify an alternative
settlement date for the secondary market sale to prevent a failed settlement. Investors should
consult their own investment advisors in this regard.

CGMI is an affiliate of Citigroup Global Markets Holdings Inc. Accordingly, the offering of the
notes will conform with the requirements addressing conflicts of interest when distributing the
securities of an affiliate set forth in Rule 5121 of the Conduct Rules of the Financial Industry
Regulatory Authority, Inc. Client accounts over which Citigroup Inc., its subsidiaries or affiliates
of its subsidiaries have investment discretion are not permitted to purchase the notes, either
directly or indirectly, without the prior written consent of the client. See "Plan of Distribution;
Conflicts of Interest" in the accompanying prospectus supplement for more information.
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Ca lc ula t ion a ge nt :
Citibank, N.A., an affiliate of Citigroup Global Markets Holdings Inc., will serve as calculation
agent for the notes. All determinations made by the calculation agent will be at the sole
discretion of the calculation agent and will, in the absence of manifest error, be conclusive for all
purposes and binding on Citigroup Global Markets Holdings Inc., Citigroup Inc. and the holders
of the notes. Citibank, N.A. is obligated to carry out its duties and functions as calculation agent
in good faith and using its reasonable judgment.
Pa ying a ge nt :
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security
representing the notes as custodian for The Depository Trust Company ("DTC").

We encourage you to also read the accompanying prospectus supplement and prospectus, which can be accessed via the
hyperlink on the cover page of this pricing supplement.

Determination of Interest Payments

On each interest payment date, the amount of each interest payment will equal (i) the stated principal amount of the notes
multiplied by the interest rate in effect during the applicable interest period multiplied by (ii) the number of days in the applicable
interest period divided by 360.

Determination of 3-month U.S. Dollar LIBOR

3-month U.S. dollar LIBOR is a daily reference rate fixed in U.S. dollars based on the interest rates at which banks borrow funds
from each other for a term of three months, in marketable size, in the London interbank market. For each interest period, 3-month
U.S. dollar LIBOR will equal the rate for 3-month U.S. dollar LIBOR appearing on Reuters screen LIBOR01 at approximately 11:00
a.m. (London time) on the second London business day prior to the first day of that interest period, which we refer to as an interest
determination date. If Reuters screen LIBOR01 is replaced by another page, or if Reuters is replaced by a successor service, then
"Reuters screen LIBOR01" means the replacement page or service selected to display the London interbank offered rates of major
banks for U.S. dollars.

If 3-month U.S. dollar LIBOR cannot be determined on any day on which 3-month U.S. dollar LIBOR is required as described
above, then the calculation agent will determine 3-month U.S. dollar LIBOR as follows:

·
The calculation agent (after consultation with us) will select four major banks in the London interbank market.

·
The calculation agent will request that the principal London offices of those four selected banks provide their offered
quotations to prime banks in the London interbank market at approximately 11:00 a.m., London time, on the relevant date.
These quotations shall be for deposits in U.S. dollars for the period of three months, commencing on the relevant date.
Offered quotations must be based on a principal amount equal to at least $1,000,000.

(1) If two or more quotations are provided, 3-month U.S. dollar LIBOR for the interest period will be the arithmetic
average of those quotations.

(2) If fewer than two quotations are provided, the calculation agent (after consultation with us) will select three major
banks in New York City and follow the steps in the two bullet points below.

·
The calculation agent will then determine 3-month U.S. dollar LIBOR for the interest period as the arithmetic average of
rates quoted by those three major banks in New York City to leading European banks at approximately 11:00 a.m., New
York City time, on the relevant date. The rates quoted will be for loans in U.S. dollars for the period of three months,
commencing on the relevant date. Rates quoted must be based on a principal amount of at least $1,000,000.

·
If fewer than three New York City banks selected by the calculation agent are quoting rates, 3-month U.S. dollar LIBOR for
the interest period will be the same as for the immediately preceding interest period.

May 2019
PS-9
Citigroup Global Markets Holdings Inc.
Floating Rate Notes Due May 14, 2069

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Document Outline

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