Obligation Citi Global Markets 0% ( US17326YW939 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17326YW939 ( en USD )

03/01/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326YW939 en USD 0%, échue

1 000 USD

1 000 000 USD

17326YW93

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 US17326YW939, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/01/2023

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17326YW939, a été notée NR par l'agence de notation Moody's.

424B2 1 dp100442_424b2-457.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
De c e m be r 2 8 , 2 0 1 8
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 8 -U SN CH 1 8 1 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
Market-Linked Securities Linked to the Best Performing of Two Baskets Due January 3, 2023

? The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc.
and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay a fixed
amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than, equal to or less than
the stated principal amount, depending on the performance of the best performing of the two baskets specified below.

? If the best performing basket appreciates from its initial basket value to its final basket value, the securities offer a payment at
maturity that will reflect participation in that appreciation at the upside participation rate specified below. However, if the best
performing basket depreciates from its initial basket value to its final basket value, the payment at maturity will be less than the
stated principal amount, reflecting a loss of 1% of the stated principal amount for every 1% of that depreciation. Y ou m a y lose
a signific a nt port ion, a nd up t o a ll, of your inve st m e nt .

? To obtain the exposure to the best performing basket that the securities provide, investors must be willing to forgo dividends and
distributions on the basket components over the term of the securities. In addition, investors must be willing to accept (i) an
investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities if we and
Citigroup Inc. default on our obligations. All pa ym e nt s on t he se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup
Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .

K EY T ERM S

I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
Ba sk e t s:
The securities are linked to the best performing of the two baskets described on the next
page. Each basket is composed of the same equity indices, bond ETFs and commodities (which
we refer to as the "basket components") and differ only in the weightings given to the basket
components. One basket, which we refer to as the "equity-focused basket", gives an aggregate
weighting of 65% to equity indices, 17.5% to bond ETFs and 17.5% to commodities. The other
basket, which we refer to as the "bond-focused basket", gives an aggregate weighting of 65% to
bond ETFs, 17.5% to equity indices and 17.5% to commodities. See the next page for the list of
basket components and their respective weightings in each basket.
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
December 28, 2018
I ssue da t e :
January 3, 2019
V a lua t ion da t e :
December 28, 2022, 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 :
January 3, 2023
Pa ym e nt a t m a t urit y:
For each $1,000 stated principal amount security you hold at maturity, you will receive a payment
determined as follows:

· If the final basket value of the best performing basket is gre a t e r t ha n its initial basket value:

$1,000 + ($1,000 × the upside participation rate × the basket return of the best performing
basket)

· If the final basket value of the best performing basket is le ss t ha n or e qua l t o its initial
basket value:

$1,000 + ($1,000 × the basket return of the best performing basket)

I f t he be st pe rform ing ba sk e t de pre c ia t e s from it s init ia l ba sk e t va lue t o it s fina l
ba sk e t va lue , you w ill ha ve full dow nside e x posure t o it s ne ga t ive ba sk e t re t urn
a nd your pa ym e nt a t m a t urit y w ill be le ss, a nd possibly signific a nt ly le ss, t ha n
t he $ 1 ,0 0 0 st a t e d princ ipa l a m ount pe r se c urit y. Y ou should not inve st in t he
se c urit ie s unle ss you a re w illing a nd a ble t o be a r t he risk of losing a signific a nt
port ion, a nd up t o a ll, of your inve st m e nt .

Be st pe rform ing ba sk e t :
The basket with the highest basket return
Ba sk e t re t urn:
For each basket: (final basket value initial basket value) / initial basket value
I nit ia l ba sk e t va lue :
For each basket: 100
Fina l ba sk e t va lue :
For each basket: 100 × (1 + the sum of the weighted component returns of the basket
components for that basket)
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We ight e d c om pone nt
For each basket and basket component, the weighting of that basket component in that basket
re t urn:
multiplied by the component return of that basket component
Com pone nt re t urn:
For each basket component: (final component value initial component value) / initial component
value
Fina l c om pone nt va lue :
For each basket component, the closing value of that basket component on the valuation date
U pside pa rt ic ipa t ion ra t e : 152.50%
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17326YW93 / US17326YW939
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
pric e :
Pe r se c urit y:
$1,000
--
$1,000
T ot a l:
$1,000,000
--
$1,000,000
(Key Terms continued on next page)

(1) On the date of this pricing supplement, the estimated value of the securities is $1,001.70 per security. 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) 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.

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-7 .

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") 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 is
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, each of which can be accessed via the hyperlinks below.

Produc t Supple m e nt N o. EA-0 2 -0 7 da t e d J une 1 5 , 2 0 1 8 U nde rlying Supple m e nt N o. 7 da t e d J uly 1 6 , 2 0 1 8

Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d April 7 , 2 0 1 7

T he se c urit ie s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.

K EY T ERM S (c ont inue d)
I nit ia l c om pone nt va lue s:

Ba sk e t Com pone nt
I nit ia l Com pone nt
V a lue *

S&P 500® Index
2,485.74

EURO STOXX 50® Index
2,986.53

Nikkei 225® Index
20,014.77

MSCI Emerging Markets® Index
962.63

iShares® 20+ Year Treasury Bond ETF
$121.05

iShares® Core U.S. Aggregate Bond ETF
$106.22

iShares® iBoxx® $ High Yield Corporate Bond ETF
$81.04

iShares® J.P. Morgan USD Emerging Markets Bond ETF
$103.55

Gold
$1,279.00

Crude oil futures
$45.33

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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, certain events may occur that could affect your
payment at maturity. These events, including market disruption events and other events affecting the basket components, and their
consequences are described in the accompanying product supplement in the section "Description of the Securities." The
accompanying underlying supplement contains important disclosures regarding certain of the basket components that are 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 before deciding whether to invest in the securities.
Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement.

The Baskets

Equit y-foc use d ba sk e t

Asse t Cla ss Ba sk e t Com pone nt
Ba sk e t Com pone nt
Asse t Cla ss
We ight ing
We ight ing
S&P 500® Index
39.00%
EURO STOXX 50® Index
9.75%
Equit ie s
65%
Nikkei 225® Index
6.50%
MSCI Emerging Markets® Index
9.75%
iShares® 20+ Year Treasury Bond ETF
8.75%
iShares® Core U.S. Aggregate Bond ETF
3.50%
Bonds
17.5%
iShares® iBoxx® $ High Yield Corporate Bond ETF
3.50%
iShares® J.P. Morgan USD Emerging Markets Bond ETF
1.75%
Gold
8.75%
Com m odit ie s
17.5%
Crude oil futures
8.75%

Bond -foc use d ba sk e t

Asse t Cla ss Ba sk e t Com pone nt
Ba sk e t Com pone nt
Asse t Cla ss
We ight ing
We ight ing
S&P 500® Index
10.50%
EURO STOXX 50® Index
2.625%
Equit ie s
17.5%
Nikkei 225® Index
1.75%
MSCI Emerging Markets® Index
2.625%
iShares® 20+ Year Treasury Bond ETF
32.50%
iShares® Core U.S. Aggregate Bond ETF
13.00%
Bonds
65%
iShares® iBoxx® $ High Yield Corporate Bond ETF
13.00%
iShares® J.P. Morgan USD Emerging Markets Bond ETF
6.50%
Gold
8.75%
Com m odit ie s
17.5%
Crude oil futures
8.75%

PS-2
Citigroup Global Markets Holdings Inc.

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Payout Diagram

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

I nve st ors in t he se c urit ie s w ill not re c e ive a ny divide nds or dist ribut ions w it h re spe c t t o t he ba sk e t
c om pone nt s. T he e x a m ple s be low do not show a ny e ffe c t of lost divide nd or dist ribut ion yie ld ove r t he t e rm
of t he se c urit ie s. See "Summary Risk Factors--You will not receive or benefit from dividends or distributions paid with respect
to the basket components over the term of the securities" below.

M a rk e t -Link e d Se c urit ie s
Pa ym e nt a t M a t urit y Dia gra m

PS-3
Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The examples below illustrate how to determine the payment at maturity on the securities, assuming the various hypothetical
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component returns for the basket components indicated below. The examples are solely for illustrative purposes, show only a
limited number of possible outcomes and are not a prediction of what the actual payment at maturity on the securities will be. The
actual payment at maturity will depend on the actual component return of each basket component.

Ex a m ple 1 --U pside Sc e na rio. Based on the hypothetical component returns of the basket components indicated below, the
basket return of each basket would be calculated as follows.

Equit y-foc use d ba sk e t

H ypot he t ic a l
H ypot he t ic a l
Com pone nt Re t urn(1)
We ight e d
Ba sk e t Com pone nt
We ight ing
Com pone nt Re t urn(2)
S&P 500® Index
39.00%
10%
3.90000%
EURO STOXX 50® Index
9.75%
15%
1.46250%
Nikkei 225® Index
6.50%
5%
0.32500%
MSCI Emerging Markets® Index
9.75%
0%
0.00000%
iShares® 20+ Year Treasury Bond ETF
8.75%
-2%
-0.17500%
iShares® Core U.S. Aggregate Bond ETF
3.50%
-3%
-0.10500%
iShares® iBoxx® $ High Yield Corporate Bond ETF
3.50%
-5%
-0.17500%
iShares® J.P. Morgan USD Emerging Markets Bond ETF
1.75%
-5%
-0.08750%
Gold
8.75%
-5%
-0.43750%
Crude oil futures
8.75%
5%
0.43750%
Sum of hypot he t ic a l w e ight e d c om pone nt re t urns:
5.14500%
Fina l ba sk e t va lue = 1 0 0 × (1 + t he sum of t he w e ight e d c om pone nt re t urns of t he
105.14500
ba sk e t c om pone nt s):
Ba sk e t re t urn = (fina l ba sk e t va lue init ia l ba sk e t va lue ) / init ia l ba sk e t va lue :
5 .1 4 5 0 0 %

(1) The component return for each basket component is the percentage change from its initial component value (determined on the pricing date) to its final
component value (determined on the valuation date).

(2) The hypothetical weighted component return for each basket component is equal to its weighting in the basket multiplied by its hypothetical component
return.

Bond -foc use d ba sk e t

H ypot he t ic a l
H ypot he t ic a l
Com pone nt Re t urn(1)
We ight e d
Ba sk e t Com pone nt
We ight ing
Com pone nt Re t urn(2)
S&P 500® Index
10.50%
10%
1.05000%
EURO STOXX 50® Index
2.625%
15%
0.39375%
Nikkei 225® Index
1.75%
5%
0.08750%
MSCI Emerging Markets® Index
2.625%
0%
0.00000%
iShares® 20+ Year Treasury Bond ETF
32.50%
-2%
-0.65000%
iShares® Core U.S. Aggregate Bond ETF
13.00%
-3%
-0.39000%
iShares® iBoxx® $ High Yield Corporate Bond ETF
13.00%
-5%
-0.65000%
iShares® J.P. Morgan USD Emerging Markets Bond ETF
6.50%
-5%
-0.32500%
Gold
8.75%
-5%
-0.43750%
Crude oil futures
8.75%
5%
0.43750%
Sum of hypot he t ic a l w e ight e d c om pone nt re t urns:
-0.48375%
Fina l ba sk e t va lue = 1 0 0 × (1 + t he sum of t he w e ight e d c om pone nt re t urns of t he
99.51625
ba sk e t c om pone nt s):
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Ba sk e t re t urn = (fina l ba sk e t va lue init ia l ba sk e t va lue ) / init ia l ba sk e t va lue :
-0 .4 8 3 7 5 %

(1) The component return for each basket component is the percentage change from its initial component value (determined on the pricing date) to its final
component value (determined on the valuation date).

(2) The hypothetical weighted component return for each basket component is equal to its weighting in the basket multiplied by its hypothetical component
return.

In this example, the equity-focused basket is the best performing basket. Since the final basket value of the best performing basket
is greater than its initial basket value, the payment at maturity would be calculated as follows:

PS-4
Citigroup Global Markets Holdings Inc.

Payment at maturity per security =
$1,000 + ($1,000 × the upside participation rate × the basket return of the best performing
basket)

=
$1,000 + ($1,000 × 152.50% × 5.14500%)

=
$1,000 + $78.46

=
$1,078.46

In this example, your total return at maturity would equal the appreciation of the best performing basket multiplied by the upside
participation rate.

Ex a m ple 2 --Dow nside Sc e na rio A. Based on the hypothetical component returns of the basket components indicated below,
the basket return of each basket would be calculated as follows.

Equit y-foc use d ba sk e t

H ypot he t ic a l
H ypot he t ic a l
Com pone nt Re t urn(1)
We ight e d
Ba sk e t Com pone nt
We ight ing
Com pone nt Re t urn(2)
S&P 500® Index
39.00%
-60%
-23.40000%
EURO STOXX 50® Index
9.75%
-70%
-6.82500%
Nikkei 225® Index
6.50%
-65%
-4.22500%
MSCI Emerging Markets® Index
9.75%
-75%
-7.31250%
iShares® 20+ Year Treasury Bond ETF
8.75%
10%
0.87500%
iShares® Core U.S. Aggregate Bond ETF
3.50%
-20%
-0.70000%
iShares® iBoxx® $ High Yield Corporate Bond ETF
3.50%
-45%
-1.57500%
iShares® J.P. Morgan USD Emerging Markets Bond ETF
1.75%
-50%
-0.87500%
Gold
8.75%
5%
0.43750%
Crude oil futures
8.75%
-40%
-3.50000%
Sum of hypot he t ic a l w e ight e d c om pone nt re t urns:
-47.10000%
Fina l ba sk e t va lue = 1 0 0 × (1 + t he sum of t he w e ight e d c om pone nt re t urns of t he
52.90000
ba sk e t c om pone nt s):
Ba sk e t re t urn = (fina l ba sk e t va lue init ia l ba sk e t va lue ) / init ia l ba sk e t va lue :
-4 7 .1 0 0 0 0 %

(1)
The component return for each basket component is the percentage change from its initial component value (determined on the pricing date) to its final
component value (determined on the valuation date).

(2)
The hypothetical weighted component return for each basket component is equal to its weighting in the basket multiplied by its hypothetical component
return.

Bond -foc use d ba sk e t
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H ypot he t ic a l
H ypot he t ic a l
Com pone nt Re t urn(1)
We ight e d
Ba sk e t Com pone nt
We ight ing
Com pone nt Re t urn(2)
S&P 500® Index
10.50%
-60%
-6.30000%
EURO STOXX 50® Index
2.625%
-70%
-1.83750%
Nikkei 225® Index
1.75%
-65%
-1.13750%
MSCI Emerging Markets® Index
2.625%
-75%
-1.96875%
iShares® 20+ Year Treasury Bond ETF
32.50%
10%
3.25000%
iShares® Core U.S. Aggregate Bond ETF
13.00%
-20%
-2.60000%
iShares® iBoxx® $ High Yield Corporate Bond ETF
13.00%
-45%
-5.85000%
iShares® J.P. Morgan USD Emerging Markets Bond ETF
6.50%
-50%
-3.25000%
Gold
8.75%
5%
0.43750%
Crude oil futures
8.75%
-40%
-3.50000%
Sum of hypot he t ic a l w e ight e d c om pone nt re t urns:
-22.75625%
Fina l ba sk e t va lue = 1 0 0 × (1 + t he sum of t he w e ight e d c om pone nt re t urns of t he
77.24375
ba sk e t c om pone nt s):
Ba sk e t re t urn = (fina l ba sk e t va lue init ia l ba sk e t va lue ) / init ia l ba sk e t va lue :
-2 2 .7 5 6 2 5 %

(1) The component return for each basket component is the percentage change from its initial component value (determined on the pricing date) to its final
component value (determined on the valuation date).

(2) The hypothetical weighted component return for each basket component is equal to its weighting in the basket multiplied by its hypothetical component
return.

In this example, the bond-focused basket is the best performing basket. Since the final basket value of the best performing basket
is less than its initial basket value, the payment at maturity would be calculated as follows:

Payment at maturity per security =
$1,000 + ($1,000 × the basket return of the best performing basket)

=
$1,000 + ($1,000 × -22.75625%)

=
$1,000 + -$227.56

PS-5
Citigroup Global Markets Holdings Inc.

=
$772.44

In this example, your total return at maturity would be negative and would reflect 1-to-1 exposure to the depreciation of the best
performing basket.

Ex a m ple 3 --Dow nside Sc e na rio B. Based on the hypothetical component returns of the basket components indicated below,
the basket return of each basket would be calculated as follows.

Equit y-foc use d ba sk e t

H ypot he t ic a l
H ypot he t ic a l
Com pone nt Re t urn(1)
We ight e d
Ba sk e t Com pone nt
We ight ing
Com pone nt Re t urn(2)
S&P 500® Index
39.00%
-60%
-23.40000%
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EURO STOXX 50® Index
9.75%
-70%
-6.82500%
Nikkei 225® Index
6.50%
-65%
-4.22500%
MSCI Emerging Markets® Index
9.75%
-75%
-7.31250%
iShares® 20+ Year Treasury Bond ETF
8.75%
-50%
-4.37500%
iShares® Core U.S. Aggregate Bond ETF
3.50%
-60%
-2.10000%
iShares® iBoxx® $ High Yield Corporate Bond ETF
3.50%
-65%
-2.27500%
iShares® J.P. Morgan USD Emerging Markets Bond ETF
1.75%
-80%
-1.40000%
Gold
8.75%
-50%
-4.37500%
Crude oil futures
8.75%
-70%
-6.12500%
Sum of hypot he t ic a l w e ight e d c om pone nt re t urns:
-62.41250%
Fina l ba sk e t va lue = 1 0 0 × (1 + t he sum of t he w e ight e d c om pone nt re t urns of t he
37.58750
ba sk e t c om pone nt s):
Ba sk e t re t urn = (fina l ba sk e t va lue init ia l ba sk e t va lue ) / init ia l ba sk e t va lue :
-6 2 .4 1 2 5 0 %

(1) The component return for each basket component is the percentage change from its initial component value (determined on the pricing date) to its final
component value (determined on the valuation date).

(2) The hypothetical weighted component return for each basket component is equal to its weighting in the basket multiplied by its hypothetical component
return.

Bond -foc use d ba sk e t

H ypot he t ic a l
H ypot he t ic a l
Com pone nt Re t urn(1)
We ight e d
Ba sk e t Com pone nt
We ight ing
Com pone nt Re t urn(2)
S&P 500® Index
10.50%
-60%
-6.30000%
EURO STOXX 50® Index
2.625%
-70%
-1.83750%
Nikkei 225® Index
1.75%
-65%
-1.13750%
MSCI Emerging Markets® Index
2.625%
-75%
-1.96875%
iShares® 20+ Year Treasury Bond ETF
32.50%
-50%
-16.25000%
iShares® Core U.S. Aggregate Bond ETF
13.00%
-60%
-7.80000%
iShares® iBoxx® $ High Yield Corporate Bond ETF
13.00%
-65%
-8.45000%
iShares® J.P. Morgan USD Emerging Markets Bond ETF
6.50%
-80%
-5.20000%
Gold
8.75%
-50%
-4.37500%
Crude oil futures
8.75%
-70%
-6.12500%
Sum of hypot he t ic a l w e ight e d c om pone nt re t urns:
-59.44375%
Fina l ba sk e t va lue = 1 0 0 × (1 + t he sum of t he w e ight e d c om pone nt re t urns of t he
40.55625
ba sk e t c om pone nt s):
Ba sk e t re t urn = (fina l ba sk e t va lue init ia l ba sk e t va lue ) / init ia l ba sk e t va lue :
-5 9 .4 4 3 7 5 %

(1)
The component return for each basket component is the percentage change from its initial component value (determined on the pricing date) to its final
component value (determined on the valuation date).

(2)
The hypothetical weighted component return for each basket component is equal to its weighting in the basket multiplied by its hypothetical component
return.

In this example, the bond-focused basket is the best performing basket. Since the final basket value of the best performing basket
is less than its initial basket value, the payment at maturity would be calculated as follows:

Payment at maturity per security =
$1,000 + ($1,000 × the basket return of the best performing basket)

=
$1,000 + ($1,000 × -59.44375%)

=
$1,000 + -$594.44

=
$405.56
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In this example, your total return at maturity would be negative and would reflect 1-to-1 exposure to the depreciation of the best
performing basket.

PS-6
Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject
to all of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk
that we and Citigroup Inc. may default on our obligations under the securities, and are also subject to risks associated with the
basket components. 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-6 in the accompanying product supplement. You should also carefully read the risk factors
included in the accompanying prospectus supplement and in the documents incorporated by reference in the accompanying
prospectus, including Citigroup Inc.'s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form
10-Q, which describe risks relating to the business of Citigroup Inc. more generally.

?
Y ou m a y lose a signific a nt port ion or a ll of your inve st m e nt . Unlike conventional debt securities, the securities do
not repay a fixed amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the best
performing basket. If the best performing basket depreciates from its initial basket value to its final basket value, you will lose
1% of the stated principal amount of your securities for every 1% of that depreciation. There is no minimum payment at
maturity, and you may lose up to all of your investment.

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

?
Y ou w ill not re c e ive or be ne fit from divide nds or dist ribut ions pa id w it h re spe c t t o t he ba sk e t
c om pone nt s ove r t he t e rm of t he se c urit ie s. As an investor in the securities, you will not receive any dividends or
distributions paid with respect to the basket components. Moreover, the values of the basket components used to measure
their performance for purposes of determining your payment at maturity will not reflect the receipt or reinvestment of dividends
or distributions. Dividend or distribution yields on the basket components that are equity indices or bond ETFs would be
expected to represent a significant portion of the overall return on a direct investment in those basket components, but will not
be reflected in the performance of the basket components as measured for purposes of the securities, except to the extent that
dividends and distributions reduce the values of the basket components.

The magnitude of this lost dividend or distribution yield may be particularly significant in the case of the bond ETFs. For any
bond ETF, distributions of interest payments on the bonds held by the ETF would be expected to make up a significant portion
of the overall yield on a direct investment in the ETF. The performance of the bond ETFs measured for purposes of the
securities will not reflect distributions of interest payments on the bonds held by the bond ETFs and, therefore, will not reflect
the interest component of the yield on the bond ETFs. The securities will reflect only that portion of the yield on the bond ETFs
that is attributable to changes in the values of the bonds held by the bond ETFs.

As a result of this lost dividend and distribution yield, the performance of the basket components as measured for purposes of
the securities may be significantly less than the return that a direct investor in the basket components would realize. This is an
important trade-off that investors in the securities must be willing to make in exchange for exposure to the best performing
basket and the upside participation rate that the securities offer.

?
T he be st pe rform ing ba sk e t m a y ha ve poor pe rform a nc e a nd m a y not signific a nt ly out pe rform t he w orst
pe rform ing ba sk e t . Although the payment at maturity on the securities will be based on the performance of the best
performing basket, that basket may nevertheless have poor performance. Both baskets may experience significant declines,
https://www.sec.gov/Archives/edgar/data/200245/000095010319000104/dp100442_424b2-457.htm[1/3/2019 10:26:51 AM]

and the fact that the securities are linked to the best performing basket does not mean that you will not incur against significant
losses. Moreover, the best performing basket may not significantly outperform the worst performing basket. The more highly
correlated the basket performance, the more similar the performances of the baskets are likely to be. There is no assurance
that having exposure to the best performing basket will provide a meaningful benefit relative to having exposure to only one
basket or the other.

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

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

?
An inve st m e nt in t he se c urit ie s is not a dive rsifie d inve st m e nt . The fact that the securities are linked to the best
performing of two baskets does not mean that the securities represent a diversified investment. The securities are subject to
the credit risk of

PS-7
Citigroup Global Markets Holdings Inc.

Citigroup Global Markets Holdings Inc. and Citigroup Inc. No amount of diversification that may be represented by the basket
components will offset the risk that we may default on our obligations and Citigroup Inc. may default on its guarantee
obligations under the terms of the securities.

?
T he ba sk e t c om pone nt s m a y offse t e a c h ot he r. The performances of the basket components may not be correlated
with each other. If some basket components appreciate and others depreciate, the appreciation of the appreciating basket
components may be moderated, wholly offset or more than offset by lesser appreciation or by depreciation in the value of the
other basket components. The overall performance of either basket may therefore be less than it would have been had it
included only a subset of the basket components. Because the basket components represent a number of different asset
classes, there is a significant risk that at least some basket components will perform poorly, dragging down overall basket
performance even if other basket components perform well.

?
T he ba sk e t c om pone nt s m a y be highly c orre la t e d in de c line . The performances of the basket components may
become highly correlated during periods of declining prices. This may occur because of events that have broad effects on
markets generally or on the markets that the basket components track. If the basket components become correlated in decline,
the depreciation of some basket components will not be offset by the performance of the other basket components and, in fact,
each basket component may contribute to an overall decline from the initial basket value of a basket to its final basket value.

?
T he a lloc a t ions w it hin t he ba sk e t s m a y not be opt im a l. Each basket represents a particular allocation to the equity,
bond and commodity asset classes and to particular basket components within each of those asset classes. These allocations
may not be optimal allocations, and the particular basket components included in the baskets and their respective weightings
may not be representative of the asset classes to which they belong. Moreover, there are many asset classes that are not
represented in the baskets. If the baskets had different asset class allocations or weightings within asset classes or included
different asset classes or underlyings within asset classes, the securities might have achieved significantly better returns. Our
offering of the securities is not a recommendation of these allocations or asset classes. You should make your own
independent determination about whether to obtain the exposure to the baskets that the securities offer.

?
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
https://www.sec.gov/Archives/edgar/data/200245/000095010319000104/dp100442_424b2-457.htm[1/3/2019 10:26:51 AM]

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