Obligation Citi Global Markets 3.5% ( US17326YMC74 ) en USD

Citi Global Markets

100 % ⇌

Etas-Unis

US17326YMC74 ( en USD )

3.5% par an ( paiement semestriel )

19/09/2026

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326YMC74 en USD 3.5%, échéance 19/09/2026

1 000 USD

17326YMC7

N/A

19/09/2025 ( Dans 131 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 US17326YMC74, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/09/2026

424B2 1 dp102980_424b2-53.htm PRELIMINARY PRICING SUPPLEMENT

The information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to these notes has
been filed with the Securities and Exchange Commission. This preliminary pricing supplement and the accompanying prospectus supplement
and prospectus are not an offer to sell these notes, nor are they soliciting an offer to buy these notes, in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2019
Citigroup Global Markets Holdings Inc.
M a rc h-----, 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 0 5 4
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 Step-Up Coupon Notes Due September 19, 2026
·
The notes mature on the maturity date specified below. We have the right to call the notes for mandatory redemption prior to
maturity on a periodic basis on the redemption dates specified below. Unless previously redeemed, the notes pay interest
periodically at a per annum rate that will increase at pre-set intervals over the term of the notes. Because of our redemption
right, there is no assurance that you will receive interest payments at the higher interest rates stated below.
·
The notes are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. All
pa ym e nt s 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 .
·
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
Pric ing da t e :
March 15, 2019
Origina l issue da t e :
March 19, 2019
M a t urit y da t e :
September 19, 2026. 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 it had been 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:
$1,000 per note plus any accrued and unpaid interest
I nt e re st ra t e pe r a nnum :
From and including the original issue date to but excluding September 19, 2022, unless
previously redeemed: 3.50%
From and including September 19, 2022 to but excluding September 19, 2025, unless previously
redeemed: 4.00%
From and including September 19, 2025 to but excluding the maturity date, unless previously
redeemed: 5.00%
I nt e re st pe riod:
The period from and including the original issue date to but excluding the immediately following
interest payment date, and each successive period from and including an interest payment date to
but excluding the next interest payment date
I nt e re st pa ym e nt da t e s:
Semi-annually on the 19th day of each March and September of each year, commencing
September 19, 2019, provided that if any such day is not a business day, the applicable interest
payment will be made on the next succeeding business day. No additional interest will accrue on
that succeeding business day. Interest will be payable to the persons in whose names the notes
are registered at the close of business on the business day preceding each interest payment
date, which we refer to as a regular record date, except that the interest payment due at maturity
or upon earlier redemption will be paid to the persons who hold the notes on the maturity date or
earlier date of redemption, as applicable.
Da y c ount c onve nt ion:
30/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
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Re de m pt ion:
Beginning on March 19, 2020, we have the right to call the notes for mandatory redemption, in
whole and not in part, on any redemption date and pay to you 100% of the principal amount of
the notes plus accrued and unpaid interest to but excluding the date of such redemption. If we
decide to redeem the notes, we will give you notice at least five business days before the
redemption date specified in the notice.
So long as the notes are represented by global securities and are held on behalf of The
Depository Trust Company ("DTC"), redemption notices and other notices will be given by
delivery to DTC. If the notes are no longer represented by global securities and are not held on
behalf of DTC, redemption notices and other notices will be published in a leading daily
newspaper in New York City, which is expected to be The Wall Street Journal.
Re de m pt ion da t e s:
The 19th day of each March, June, September and December beginning in March 2020, provided
that if any such day is not a business day, the applicable redemption date will be the next
succeeding business day. No additional interest will accrue as a result of such delay in
payment.
Busine ss da y:
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on which
banking institutions are authorized or obligated by law or executive order to close
Busine ss da y c onve nt ion: Following
CU SI P / I SI N :
17326YMC7 / US17326YMC74
List ing:
The notes 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. See "General
Information--Supplemental information regarding plan of distribution; conflicts of interest" in this
pricing supplement.
U nde rw rit ing fe e a nd
I ssue pric e
U nde rw rit ing fe e (1)
Proc e e ds t o issue r (2)
issue pric e :
Pe r not e :
$1,000.00
$
$
T ot a l:
$
$
$
(1) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the notes, is acting as principal and if the notes
priced today, would receive an underwriting fee of approximately $7.00 per note sold in this offering. In no event will the underwriting fee exceed
$10.00 per note. The total underwriting fee and proceeds to issuer in the table above give effect to the actual total underwriting fee. You should
refer to "Risk Factors" and "General Information--Fees and selling concessions" in this pricing supplement for more information. In addition to
the underwriting fee, CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value of the notes
declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
(2) The per note proceeds to issuer indicated above represent the minimum per note proceeds to issuer for any note, assuming the maximum
per note underwriting fee. As noted above, the underwriting fee is variable.
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 -2 .
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 following hyperlink:
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 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.

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
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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 advisers before you decide to invest in the
notes.

T he not e s m a y be re de e m e d a t our opt ion, w hic h lim it s your a bilit y t o a c c rue int e re st ove r t he full
t e rm of t he not e s. We may redeem the notes, in whole but not in part, on any redemption date, upon not less than
five business days' notice. In the event that we redeem the notes, you will receive the principal amount of the notes and
any accrued and unpaid interest to but excluding the applicable redemption date. In this case, you will not have the
opportunity to continue to accrue and be paid interest to the maturity date of the notes.

M a rk e t int e re st ra t e s a t a pa rt ic ula r t im e w ill a ffe c t our de c ision t o re de e m t he not e s. It is more likely
that we will call the notes for redemption prior to their maturity date at a time when the interest rate on the notes is
greater than that which we would pay on a comparable debt security of ours (guaranteed by Citigroup Inc.) with a maturity
comparable to the remaining term of the notes. Consequently, if we redeem the notes prior to their maturity, you may not
be able to invest in other securities with a similar level of risk that yield as much interest as the notes.

T he st e p -up fe a t ure pre se nt s diffe re nt inve st m e nt c onside ra t ions t ha n c onve nt iona l fix e d -ra t e
not e s. Unless general market interest rates rise significantly, you should not expect to earn the higher stated interest
rates because the notes are more likely to be redeemed prior to maturity if general market interest rates remain the same
or fall during the term of the notes. When determining whether to invest in the notes, you should consider, among other
things, the overall annual percentage rate of interest to maturity or the various potential redemption dates as compared to
other equivalent investment alternatives rather than the higher stated interest rates or any potential interest payments you
may receive during the term of the notes. If general market interest rates increase beyond the rates provided by the notes
during the term of the notes, we are less likely to redeem the notes, and if we do not redeem the notes investors will be
holding notes that bear interest at below-market rates.

An inve st m e nt in t he not e s m a y be m ore risk y t ha n a n inve st m e nt in not e s w it h a short e r t e rm . The
notes have a term of 7.5 years, subject to our right to call the notes for redemption prior to their maturity date. By
purchasing notes with a relatively long term, you will bear greater exposure to fluctuations in interest rates than if you
purchased a note with a shorter term. In particular, you may be negatively affected if interest rates begin to rise, because
the likelihood that we will redeem your notes will decrease and the interest rate on the notes may be less than the
amount of interest you could earn on other investments with a similar level of risk available at such time. In addition, if you
tried to sell your notes at such time, the value of your notes in any secondary market transaction would also be adversely
affected.

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 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, 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.
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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 redemption. If you are able to sell your notes in the secondary
market prior to maturity or redemption, 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

PS-2
Citigroup Global Markets Holdings Inc.

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, any 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 the expected 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 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: interest rates in the market and the volatility of such rates,
the time remaining to maturity of the notes, hedging activities by our affiliates, any fees and projected hedging fees and
profits, expectations about whether we are likely to redeem the notes 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 or redemption, and sale of the
notes prior to maturity or redemption may result in a loss.

Ge ne ra l I nform a t ion
T e m pora ry a djust m e nt
For a period of approximately four 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 four-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
The notes will be treated for U.S. federal income tax purposes as fixed rate debt instruments that
c onside ra t ions:
are issued without original issue discount. See "United States Federal Tax Considerations--Tax
Consequences to U.S. Holders--Original Issue Discount" in the accompanying prospectus
supplement for further information regarding the treatment under the original issue discount rules
of debt instruments that are subject to early redemption.

Both U.S. and non-U.S. persons considering an investment in the notes should read the
discussion under "United States Federal Tax Considerations" in the accompanying prospectus
supplement for more information. The discussion of the "FATCA" withholding tax regime in
"United States Federal Tax Considerations--FATCA" 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
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pending their finalization.
T rust e e :
The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will serve as
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 purposes
he dging:
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, and/or taking positions in any other
available securities or instruments that we may wish to use in connection with such hedging and
may include adjustments to such positions during the term of the notes. 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.

PS-3
Citigroup Global Markets Holdings Inc.

Fe e s a nd se lling
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the
c onc e ssions:
notes, is acting as principal and will receive an underwriting fee of up to $10.00 for each note
sold in this offering. The actual underwriting fee will be equal to up to $10.00 for each note sold
by CGMI directly to the public and will otherwise be equal to the selling concession provided to
selected dealers, as described in this paragraph. CGMI will pay selected dealers a selling
concession of up to $10.00 for each note they sell.

Additionally, it is possible that CGMI and its affiliates may profit from expected 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 :

In order to hedge its obligations under the notes, Citigroup Global Markets Holdings Inc. expects
to enter into one or more swaps or other derivatives transactions with one or more of its affiliates.
You should refer to the section "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 original issue date for the notes is more than two
business days after the pricing date, investors who wish to sell the notes at any time prior to the
second business day preceding the original 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 advisers in this regard.

See "Plan of Distribution; Conflicts of Interest" in the accompanying prospectus supplement for
more information.
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").
Cont a c t :
Clients may contact their local brokerage representative. Third party distributors may contact Citi
Structured Investment Sales at (212) 723-7005.
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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 divided by (ii) 2. If we call the notes for mandatory
redemption on a redemption date that is not also an interest payment date, the amount of interest included in the payment you
receive upon redemption will equal (i) the stated principal amount of the notes multiplied by the interest rate in effect during
the applicable interest period divided by (ii) 4.

Hypothetical Examples

The following examples illustrate how the payments on the notes will be calculated with respect to various hypothetical interest
payment dates and redemption dates, depending on whether we exercise our right in our sole discretion to redeem the notes on
a redemption date or, if we do not redeem the notes prior to the maturity date, whether the interest payment date is the maturity
date. The hypothetical payments in the following examples are for illustrative purposes only, do not illustrate all possible
payments on the notes and may not correspond to the actual payment for any interest payment date applicable to a holder of the
notes. The numbers appearing in the following examples have been rounded for ease of analysis.

Ex a m ple 1 : T he int e re st pa ym e nt da t e is on or prior t o M a rc h 1 9 , 2 0 2 0 a nd e it he r t he int e re st pa ym e nt
da t e is not a re de m pt ion da t e or it is a re de m pt ion da t e but w e c hoose not t o e x e rc ise our right t o re de e m
t he not e s on t ha t da t e .

In this example, we would pay you an interest payment on the interest payment date per note calculated as follows:

($1,000 × 3.50%) / 2 = $17.50

PS-4
Citigroup Global Markets Holdings Inc.

Because the notes are not redeemed on the interest payment date, the notes would remain outstanding and would continue to
accrue interest.

Ex a m ple 2 : We e le c t t o e x e rc ise our right t o re de e m t he not e s on t he se c ond re de m pt ion da t e , w hic h is
not a n int e re st pa ym e nt da t e .

In this example, we would pay you on the second redemption date, the stated principal amount of the notes plus an interest
payment per note calculated as follows:

($1,000 × 3.50%) / 4 = $8.75

Therefore, you would receive a total of $1,008.75 per note (the stated principal amount plus $8.75 of interest) on the second
redemption date. Because the notes are redeemed on the second redemption date, you would not receive any further payments
from us.

Ex a m ple 3 : T he not e s a re not re de e m e d prior t o t he m a t urit y da t e a nd t he int e re st pa ym e nt da t e is t he
m a t urit y da t e .

In this example, we would pay you on the maturity date, the stated principal amount of the notes plus an interest payment per
note calculated as follows:

($1,000 × 5.00%) / 2 = $25.00

Therefore, you would receive a total of $1,025.00 per note (the stated principal amount plus $25.00 of interest) on the maturity
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date, and you will not receive any further payments from us.

Be c a use w e ha ve t he right t o re de e m t he not e s prior t o t he m a t urit y da t e , t he re is no a ssura nc e t ha t
t he not e s w ill re m a in out st a nding unt il t he m a t urit y da t e . Y ou should e x pe c t t he not e s t o re m a in
out st a nding a ft e r t he first re de m pt ion da t e only if t he int e re st ra t e pa ya ble on t he not e s is unfa vora ble
t o you a s c om pa re d t o ot he r m a rk e t ra t e s on c om pa ra ble inve st m e nt s a t t ha t t im e .

Certain Selling Restrictions

Hong Kong Special Administrative Region

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

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

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

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

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

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

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

Singapore

This pricing supplement and the accompanying prospectus supplement and prospectus have not been registered as a
prospectus with the Monetary Authority of Singapore, and the notes will be offered pursuant to exemptions under the
Securities and Futures Act, Chapter 289 of Singapore (the "Securities and Futures Act"). Accordingly, the notes may not be
offered or sold or made the subject of an invitation for subscription or purchase nor may this pricing supplement or any other
document or material in connection with the offer or sale or invitation for subscription or purchase of any notes be circulated or
distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to
Section 274 of the Securities and Futures Act, (b) to a relevant person under Section 275(1) of the Securities and Futures Act
or to any person pursuant to Section 275(1A) of the Securities and Futures Act and in accordance with the conditions
specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in

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Citigroup Global Markets Holdings Inc.

accordance with the conditions of, any other applicable provision of the Securities and Futures Act. Where the notes are
subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is:

(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act))
the sole business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or
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(b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary is an individual who is an accredited investor, securities (as defined in Section 239(1) of the
Securities and Futures Act) of that corporation or the beneficiaries' rights and interests (howsoever described) in
that trust shall not be transferable for 6 months after that corporation or that trust has acquired the relevant
securities pursuant to an offer under Section 275 of the Securities and Futures Act except:

(i)
to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and
Futures Act or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B)
of the Securities and Futures Act; or

(ii)
where no consideration is or will be given for the transfer; or

(iii)
where the transfer is by operation of law; or

(iv)
pursuant to Section 276(7) of the Securities and Futures Act; or

(v)
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005 of Singapore.

Any notes referred to herein may not be registered with any regulator, regulatory body or similar organization or institution in
any jurisdiction.

The notes are Specified Investment Products (as defined in the Notice on Recommendations on Investment Products and
Notice on the Sale of Investment Product issued by the Monetary Authority of Singapore on 28 July 2011) that is neither listed
nor quoted on a securities market or a futures market.

Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits. These
notes are not insured products subject to the provisions of the Deposit Insurance and Policy Owners' Protection Schemes Act
2011 of Singapore and are not eligible for deposit insurance coverage under the Deposit Insurance Scheme.

Prohibition of Sales to EEA Retail Investors

The notes may not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For
the purposes of this provision:

a)
the expression "retail investor" means a person who is one (or more) of the following:

(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or

(ii)
a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or

(iii)
not a qualified investor as defined in Directive 2003/71/EC; and

b)
the expression "offer" includes the communication in any form and by any means of sufficient information on the
terms of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the
notes.

Additional Information

We reserve the right to withdraw, cancel or modify any offering of the notes and to reject orders in whole or in part prior to
their issuance.

© 2019 Citigroup Global Markets Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of
Citigroup Inc. or its affiliates and are used and registered throughout the world.

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Document Outline

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