Obligation Citi Global Markets 3.25% ( US17326YY422 ) en USD

Citi Global Markets

99.252 % ⇌

Etas-Unis

US17326YY422 ( en USD )

3.25% par an ( paiement semestriel )

30/04/2029

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326YY422 en USD 3.25%, échéance 30/04/2029

1 000 USD

17326YY42

N/A

30/10/2025 ( Dans 173 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 US17326YY422, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2029

424B2 1 dp105762_424b2-101.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
April 2 6 , 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 2 0 6
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -
2 2 4 4 9 5 a nd 3 3 3 -2 2 4 4 9 5 -0 3
Callable Step-Up Coupon Notes Due April 30, 2029
·
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 during 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 :
April 26, 2019
Origina l issue da t e :
April 30, 2019
M a t urit y da t e :
April 30, 2029. 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 April 30, 2023, unless previously
redeemed: 3.25%
From and including April 30, 2023 to but excluding April 30, 2026, unless previously
redeemed: 4.00%
From and including April 30, 2026 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 30th day of each April and October of each year, commencing October
30, 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.
Re de m pt ion:
Beginning on April 30, 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.
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Re de m pt ion da t e s:
The 30th day of each January, April, July and October beginning in April 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 :
17326YY42 / US17326YY422
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 issue
I ssue pric e
U nde rw rit ing fe e (1)
Proc e e ds t o issue r (2)
pric e :
Pe r not e :
$1,000
$15
$985
T ot a l:
$8,435,000
$95,146.80
$8,339,853.20
(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 up to $15.00 per note sold in this offering. 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 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 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.

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 advisers in connection with your investment 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.

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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 . 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.

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 may be willing to purchase the notes in secondary market transactions will likely be lower
than the issue price since the issue price

PS-2
Citigroup Global Markets Holdings Inc.

of the notes includes, and secondary market prices are likely to exclude, any underwriting fees paid with respect to the
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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 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 six months following issuance of the notes, the price, if any,
pe riod:
at 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
The notes will be treated for U.S. federal income tax purposes as fixed rate debt
c onside ra t ions:
instruments that 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 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
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 involved 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
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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
c onc e ssions:
of the notes, is acting as principal and will receive an underwriting fee of up to $15.00 for
each note sold in this offering. The actual underwriting fee will be equal to up to $15.00 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 $15.00 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
dist ribut ion; c onflic t s of
Inc. and the agents named therein, including CGMI, govern the sale and purchase of the
int e re st :
notes.

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 section "General Information--Use of proceeds and
hedging" in this pricing supplement and the section "Use of Proceeds and Hedging" in the
accompanying prospectus.

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.

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) (180/360). 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, multiplied by (ii) (90/360).

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.

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Ex a m ple 1 : T he int e re st pa ym e nt da t e is on or prior t o April 3 0 , 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 × 3.25%) × (180/360) = $16.25

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:

PS-4
Citigroup Global Markets Holdings Inc.

($1,000 × 3.25%) × (90/360) = $8.125

Therefore, you would receive a total of $1,008.125 per note (the stated principal amount plus $8.125 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%) × (180/360) = $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
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
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"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 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

(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

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Citigroup Global Markets Holdings Inc.

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.
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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.

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as special products counsel to Citigroup Global Markets Holdings Inc., when the
notes offered by this pricing supplement have been executed and issued by Citigroup Global Markets Holdings Inc. and
authenticated by the trustee pursuant to the indenture, and delivered against payment therefor, such notes and the related
guarantee of Citigroup Inc. will be valid and binding obligations of Citigroup Global Markets Holdings Inc. and Citigroup Inc.,
respectively, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including,
without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no
opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions
expressed above. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New
York, except that such counsel expresses no opinion as to the application of state securities or Blue Sky laws to the notes.

In giving this opinion, Davis Polk & Wardwell LLP has assumed the legal conclusions expressed in the opinions set forth below
of Scott L. Flood, General Counsel and Secretary of Citigroup Global Markets Holdings Inc., and Barbara Politi, Assistant
General Counsel--Capital Markets of Citigroup Inc. In addition, this opinion is subject to the assumptions set forth in the letter
of Davis Polk & Wardwell LLP dated May 17, 2018, which has been filed as an exhibit to a Current Report on Form 8-K filed
by Citigroup Inc. on May 17, 2018, that the indenture has been duly authorized, executed and delivered by, and is a valid,
binding and enforceable agreement of, the trustee and that none of the terms of the notes nor the issuance and delivery of the
notes and the related guarantee, nor the compliance by Citigroup Global Markets Holdings Inc. and Citigroup Inc. with the
terms of the notes and the related guarantee respectively, will result in a violation of any provision of any instrument or
agreement then binding upon Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable, or any restriction imposed
by any court or governmental body having jurisdiction over Citigroup Global Markets Holdings Inc. or Citigroup Inc., as
applicable.

In the opinion of Scott L. Flood, Secretary and General Counsel of Citigroup Global Markets Holdings Inc., (i) the terms of the
notes offered by this pricing supplement have been duly established under the indenture and the Board of Directors (or a duly
authorized committee thereof) of Citigroup Global Markets Holdings Inc. has duly authorized the issuance and sale of such
notes and such

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Citigroup Global Markets Holdings Inc.

authorization has not been modified or rescinded; (ii) Citigroup Global Markets Holdings Inc. is validly existing and in good
standing under the laws of the State of New York; (iii) the indenture has been duly authorized, executed and delivered by
Citigroup Global Markets Holdings Inc.; and (iv) the execution and delivery of such indenture and of the notes offered by this
pricing supplement by Citigroup Global Markets Holdings Inc., and the performance by Citigroup Global Markets Holdings Inc.
of its obligations thereunder, are within its corporate powers and do not contravene its certificate of incorporation or bylaws or
other constitutive documents. This opinion is given as of the date of this pricing supplement and is limited to the laws of the
State of New York.

Scott L. Flood, or other internal attorneys with whom he has consulted, has examined and is familiar with originals, or copies
certified or otherwise identified to his satisfaction, of such corporate records of Citigroup Global Markets Holdings Inc.,
certificates or documents as he has deemed appropriate as a basis for the opinions expressed above. In such examination, he
or such persons has assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of
officers of Citigroup Global Markets Holdings Inc.), the authenticity of all documents submitted to him or such persons as
originals, the conformity to original documents of all documents submitted to him or such persons as certified or photostatic
copies and the authenticity of the originals of such copies.

In the opinion of Barbara Politi, Assistant General Counsel--Capital Markets of Citigroup Inc., (i) the Board of Directors (or a
duly authorized committee thereof) of Citigroup Inc. has duly authorized the guarantee of such notes by Citigroup Inc. and such
authorization has not been modified or rescinded; (ii) Citigroup Inc. is validly existing and in good standing under the laws of
the State of Delaware; (iii) the indenture has been duly authorized, executed and delivered by Citigroup Inc.; and (iv) the
execution and delivery of such indenture, and the performance by Citigroup Inc. of its obligations thereunder, are within its
corporate powers and do not contravene its certificate of incorporation or bylaws or other constitutive documents. This opinion
is given as of the date of this pricing supplement and is limited to the General Corporation Law of the State of Delaware.

Barbara Politi, or other internal attorneys with whom she has consulted, has examined and is familiar with originals, or copies
certified or otherwise identified to her satisfaction, of such corporate records of Citigroup Inc., certificates or documents as she
has deemed appropriate as a basis for the opinions expressed above. In such examination, she or such persons has assumed
the legal capacity of all natural persons, the genuineness of all signatures (other than those of officers of Citigroup Inc.), the
authenticity of all documents submitted to her or such persons as originals, the conformity to original documents of all
documents submitted to her or such persons as certified or photostatic copies and the authenticity of the originals of such
copies.

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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