Obligation Citi Global Markets 0% ( US17327P5008 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17327P5008 ( en USD )

03/11/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17327P5008 en USD 0%, échue

1 000 USD

4 994 000 USD

17327P500

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 US17327P5008, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/11/2022

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17327P5008, a été notée NR par l'agence de notation Moody's.

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424B2 1 dp114422_424b2-us1980789.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
October 16, 2019
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2019-USNCH3004
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
499,359 Trigger Jump Securities Based on the Common Stock of Apple Inc. Due November 3, 2022
Principal at Risk Securities
Overview

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 shares of common stock of Apple Inc. (the "underlying shares")
from the initial share price to the final share price.

The securities offer modified exposure to the performance of the underlying shares, with a fixed return at maturity if the price of
the underlying shares remain the same or appreciate from the initial share price to the final share price, regardless of the extent of
that appreciation. The securities also offer contingent downside protection against loss for a limited range of potential depreciation
of the underlying shares. In exchange for those features, investors in the securities must be wil ing to forgo participation in any
appreciation of the underlying shares in excess of the fixed return and any dividends that may be paid on the underlying
shares. In addition, investors in the securities must be wil ing to accept ful downside exposure to the underlying shares if the
underlying shares depreciate by more than 20.00%. If the underlying shares depreciate by more than 20.00% from the
pricing date to the valuation date, you will lose 1% of the stated principal amount of your securities for every 1% by
which the final share price is less than the initial share price. There is no minimum payment at maturity.

In order to obtain the modified exposure to the underlying shares that the securities provide, investors must be wil ing to accept (i)
an investment that may have limited or no liquidity and (i ) the risk of not receiving any amount due under the securities if we and
Citigroup Inc. default on our obligations. All payments on the securities are subject to the credit risk of Citigroup Global
Markets Holdings Inc. and Citigroup Inc.
KEY TERMS

Issuer:
Citigroup Global Markets Holdings Inc., a whol y owned subsidiary of Citigroup Inc.
Guarantee:
Al payments due on the securities are ful y and unconditional y guaranteed by Citigroup Inc.
Underlying shares:
Shares of common stock of Apple Inc. (ticker symbol: "AAPL") (the "underlying share issuer")
Aggregate stated principal $4,993,590
amount:
Stated principal amount:
$10.00 per security
Pricing date:
October 16, 2019
Issue date:
October 21, 2019. See "Supplemental Plan of Distribution" in this pricing supplement for additional
information.
Valuation date:
October 31, 2022, subject to postponement if such date is not a scheduled trading day or if certain
market disruption events occur
Maturity date:
November 3, 2022
Payment at maturity:
For each $10.00 stated principal amount security you hold at maturity:
If the final share price is greater than or equal to the initial share price:
$10.00 + the fixed return amount
If the final share price is less than the initial share price but greater than or equal to the trigger
price:
$10.00
If the final share price is less than the trigger price:
$10.00 + ($10.00 × the share return)
If the final share price is less than the trigger price, your payment at maturity will be less, and
possibly significantly less, than $8.00 per security. You should not invest in the securities
unless you are willing and able to bear the risk of losing a significant portion and up to all of
your investment.
Initial share price:
$234.37, the closing price of the underlying shares on the pricing date
Final share price:
The closing price of the underlying shares on the valuation date
Fixed return amount:
$4.02 per security (40.20% of the stated principal amount). You wil receive the fixed return amount
only if the final share price is greater than or equal to the initial share price.
Share return:
(i) The final share price minus the initial share price, divided by (i ) the initial share price
Trigger price:
$187.496, 80.00% of the initial share price
Listing:
The securities wil not be listed on any securities exchange
CUSIP / ISIN:
17327P500 / US17327P5008
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and issue
Issue price(1)(2)
Underwriting fee
Proceeds to issuer
price:
Per security:
$10.00
$0.25(2)
$9.70

$0.05(3)

Total:
$4,993,590.00
$149,807.70
$4,843,782.30
(1) On the date of this pricing supplement, the estimated value of the securities is $9.70031 per security, which is less than the issue
price. The estimated value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is not an
indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person
may be wil ing to buy the securities from you at any time after issuance. See "Valuation of the Securities" in this pricing supplement.
(2) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal
and wil receive an underwriting fee of $0.30 for each $10.00 security sold in this offering. Certain selected dealers, including Morgan
Stanley Wealth Management, and their financial advisors wil col ectively receive from CGMI a fixed sel ing concession of $0.25 for
each $10.00 security they sel . Additional y, it is possible that 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.
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(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by CGMI of $0.05 for each security.
Investing in the securities involves risks not associated with an investment in conventional debt
securities. See "Summary Risk Factors" beginning on page PS-5.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of the securities or determined that this pricing supplement and the accompanying product supplement,
prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying product supplement, prospectus supplement and
prospectus, each of which can be accessed via the hyperlinks below:
Product Supplement No. EA-02-08 dated February 15, 2019
Prospectus Supplement and Prospectus each dated May 14,
2018
The securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank.

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Principal at Risk Securities

Additional Information

General. 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 or, in the case of a delisting of the underlying shares, could give us the right to cal the securities prior to maturity
for an amount that may be less than the stated principal amount. These events, including market disruption events and other events
affecting the underlying shares, and their consequences are described in the accompanying product supplement in the sections
"Description of the Securities--Certain Additional Terms for Securities Linked to Company Shares or ETF Shares --Consequences of
a Market Disruption Event; Postponement of a Valuation Date," "--Dilution and Reorganization Adjustments" and "--Delisting of
Company Shares" and not in this pricing supplement. It is important that you read the accompanying product supplement, prospectus
supplement and prospectus together with this pricing supplement in connection with your investment in the securities. Certain terms
used but not defined in this pricing supplement are defined in the accompanying product supplement.

Dilution and Reorganization Adjustments. The initial share price and the trigger price are each a "Relevant Price" for purposes of
the section "Description of the Securities--Certain Additional Terms for Securities Linked to Company Shares or ETF Shares--
Dilution and Reorganization Adjustments" in the accompanying product supplement. Accordingly, the initial share price and the trigger
price are each subject to adjustment upon the occurrence of any of the events described in that section.

Investment Summary

The securities can be used:

As an alternative to direct exposure to the underlying shares that provides a fixed return of 40.20% if the underlying shares have
not depreciated as of the valuation date;

To enhance returns and potential y outperform the underlying shares in a moderately bul ish scenario, without taking into account
lost dividend yield; and

To obtain contingent protection against the loss of principal in the event of a decline of the underlying shares as of the valuation
date, but only if the final share price is greater than or equal to the trigger price.

If the final share price is less than the trigger price, the securities are exposed on a 1-to-1 basis to the percentage decline of the final
share price from the initial share price. Accordingly, investors may lose their entire initial investment in the securities.

Maturity:
Approximately 3 years
Fixed return amount:
$4.02 per security (40.20% of the stated principal amount)
Trigger price:
80.00% of the initial share price
Minimum payment at maturity:
None. Investors may lose their entire initial investment in the securities.
Interest:
None

Key Investment Rationale

This approximately 3-year investment does not pay interest but offers a fixed return of 40.20% at maturity if the underlying shares
remain the same or appreciate from the initial share price to the final share price and contingent protection against depreciation in
the underlying shares of up to 20.00% from the initial share price to the final share price. However, if the underlying shares depreciate
by more than 20.00% from the initial share price to the final share price, the payment at maturity wil be less than $8.00 per security,
and could be zero. Investors may lose their entire initial investment in the securities. Al payments on the securities are subject
to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Upside Scenario:
If the final share price is greater than or equal to the initial share price, the payment at
maturity for each security wil be equal to $10.00 plus the fixed return amount.
Par Scenario:
If the final share price is less than the initial share price but greater than or equal to
the trigger price, which means that the underlying shares have depreciated by no more
than 20.00% from the initial share price to the final share price, the payment at maturity
wil be $10.00 per security.
Downside Scenario:
If the final share price is less than the trigger price, which means that the underlying
shares have depreciated by more than 20.00% from the initial share price to the final
share price, you wil lose 1% for every 1% decline in the value of the underlying shares
from the initial share price to the final share price (e.g., a 50% depreciation in the
underlying shares wil result in a payment at maturity of $5.00 per security). There is no
minimum payment at
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Principal at Risk Securities

maturity on the securities, and investors may lose their entire initial investment.

Hypothetical Examples

The diagram below il ustrates your payment at maturity for a range of hypothetical share returns.

Investors in the securities will not receive any dividends that may be paid on the underlying shares. The diagram and
examples below do not show any effect of lost dividend yield over the term of the securities. See "Summary Risk Factors--
Investing in the securities is not equivalent to investing in the underlying shares" below.

Trigger Jump Securities
Payment at Maturity Diagram

Your actual payment at maturity per security wil depend on the actual initial share price, the actual trigger price and the actual final
share price. The examples below are intended to il ustrate how your payment at maturity wil depend on whether the final share price
is greater than or less than the initial share price and by how much. The examples are based on a hypothetical initial share price of
$200.00 and a hypothetical trigger price of $160.00.

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Principal at Risk Securities

Example 1--Upside Scenario A. The hypothetical final share price is $210.00 (a 5.00% increase from the hypothetical initial share
price), which is greater than the hypothetical initial share price by less than the fixed return of 40.20%.

Payment at maturity per security = $10.00 + the fixed return amount

= $10.00 + $4.02

= $14.02

Because the underlying shares appreciated from the hypothetical initial share price to the hypothetical final share price, your total
return on the securities at maturity in this scenario would equal the fixed return of 40.20%.

Example 2--Upside Scenario B. The hypothetical final share price is $300.00 (a 50.00% increase from the hypothetical initial share
price), which is greater than the hypothetical initial share price by more than the fixed return of 40.20%.

Payment at maturity per security = $10 + the fixed return amount

= $10 + $4.02

= $14.02

Because the underlying shares appreciated from the hypothetical initial share price to the hypothetical final share price, your total
return on the securities at maturity in this scenario would equal the fixed return of 40.20%. In this scenario, an investment in the
securities would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the underlying
shares without a fixed return.

Example 3--Par Scenario. The hypothetical final share price is $190.00 (a 5.00% decrease from the hypothetical initial share price),
which is less than the hypothetical initial share price but greater than the hypothetical trigger price.

Payment at maturity per security = $10.00

Because the underlying shares did not depreciate from the hypothetical initial share price to the hypothetical final share price by more
than 20.00%, your payment at maturity in this scenario would be equal to the $10.00 stated principal amount per security.

Example 4--Downside Scenario. The hypothetical final share price is $60.00 (a 70.00% decrease from the hypothetical initial share
price), which is less than the hypothetical trigger price.

Payment at maturity per security = $10.00 + ($10.00 × the share return)

= $10.00 + ($10.00 × -70.00%)

= $10.00 + -$7.00

= $3.00

Because the underlying shares depreciated from the hypothetical initial share price to the hypothetical final share price by more than
20.00%, your payment at maturity in this scenario would reflect 1-to-1 exposure to the negative performance of the underlying shares.

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Principal at Risk Securities

Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject to
al of the risks associated with an investment in our conventional debt securities that are 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
underlying shares. 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 fol owing is a summary of certain key risk factors for investors in the securities. You should read this summary together with the
more detailed description of risks relating to an investment in the securities contained in the section "Risk Factors Relating to the
Securities" beginning on page EA-7 in the accompanying product supplement. You should also careful y 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 general y.

You may lose some or all of your investment. Unlike conventional debt securities, the securities do not repay a fixed amount of
principal at maturity. Instead, your payment at maturity wil depend on the performance of the underlying shares. If the final share
price is less than the trigger price, you wil lose 1% of the stated principal amount of the securities for every 1% by which the final
share price is less than the initial share price. There is no minimum payment at maturity on the securities, and you could lose your
entire investment.

The trigger feature of the securities exposes you to particular risks. If the final share price is less than the trigger price, the
contingent downside protection against loss for a limited range of potential depreciation of the underlying shares offered by the
securities wil not apply and you wil lose 1% of the stated principal amount of the securities for every 1% by which the final share
price is less than the initial share price. Unlike securities with a non-contingent downside protection feature, the securities offer no
protection at al if the underlying shares depreciate by more than 20.00% from the initial share price to the final share price. As a
result, you may lose your entire investment in the securities.

The securities do not pay interest. 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.

Your potential return on the securities is limited. If the underlying shares appreciate, your potential total return on the
securities at maturity is limited to the fixed return at maturity of 40.20%, which is equivalent to a fixed return amount of $4.02 per
security. Your return on the securities wil not exceed the fixed return, even if the underlying shares appreciate by significantly
more than the fixed return. If the underlying shares appreciate by more than the fixed return, the securities wil underperform an
alternative investment providing 1-to-1 exposure to the performance of the underlying shares. When lost dividends are taken into
account, the securities may underperform an alternative investment providing 1-to-1 exposure to the performance of the
underlying shares even if the underlying shares appreciate by less than the fixed return.

Investing in the securities is not equivalent to investing in the underlying shares. You wil not have voting rights, rights to
receive dividends or other distributions or any other rights with respect to the underlying shares. As of October 16, 2019, the
average dividend yield of the underlying shares was approximately 1.31% per year. While it is impossible to know the future
dividend yield of the underlying shares, if this average dividend yield were to remain constant for the term of the securities, you
would be forgoing an aggregate yield of approximately 3.99% (assuming no reinvestment of dividends) by investing in the
securities instead of investing directly in the underlying shares or in another investment linked to the underlying shares that
provides for a pass-through of dividends. The payment scenarios described in this pricing supplement do not show any effect of
lost dividend yield over the term of the securities.

Your payment at maturity depends on the closing price of the underlying shares on a single day. Because your payment at
maturity depends on the closing price of the underlying shares solely on the valuation date, you are subject to the risk that the
closing price of the underlying shares 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 in another instrument linked to the underlying shares that you could sel for
ful value at a time selected by you, or if the payment at maturity were based on an average of closing prices of the underlying
shares, you might have achieved better returns.

The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. 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.

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Principal at Risk Securities

The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The
securities wil 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 wil be determined in CGMI's sole
discretion, taking into account prevailing market conditions and other relevant factors, and wil not be a representation by CGMI
that the securities can be sold at that price, or at al . 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 al for the securities because it is likely that CGMI wil be the only broker-dealer that is wil ing to buy your
securities prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity.

The estimated value of the securities on the pricing date, based on CGMI's proprietary pricing models and our internal
funding rate, is less than the issue price. The difference is attributable to certain costs associated with sel ing, structuring and
hedging the securities that are included in the issue price. These costs include (i) the sel ing concessions and structuring fees
paid in connection with the offering of the securities, (i ) hedging and other costs incurred by us and our affiliates in connection
with the offering of the securities and (i i) the expected profit (which may be more or less than actual profit) to CGMI or other of
our affiliates in connection with hedging our obligations under the securities. These costs adversely affect the economic terms of
the securities because, if they were lower, the economic terms of the securities would be more favorable to you. The economic
terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary
market rate, to price the securities. See "The estimated value of the securities would be lower if it were calculated based on our
secondary market rate" below.

The estimated value of the securities was determined for us by our affiliate using proprietary pricing models. CGMI
derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing
so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the underlying shares,
dividend yields on the underlying shares and interest rates. CGMI's views on these inputs may differ from your or others' views,
and as an underwriter in this offering, CGMI's interests may conflict with yours. Both the models and the inputs to the models may
prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the
securities set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine
for the securities for other purposes, including for accounting purposes. You should not invest in the securities because of the
estimated value of the securities. Instead, you should be wil ing to hold the securities to maturity irrespective of the initial
estimated value.

The estimated value of the securities would be lower if it were calculated based on our secondary market rate. The
estimated value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the
rate at which we are wil ing to borrow funds through the issuance of the securities. Our internal funding rate is general y lower
than our secondary market rate, which is the rate that CGMI wil use in determining the value of the securities for purposes of any
purchases of the securities from you in the secondary market. If the estimated value included in this pricing supplement were
based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal
funding rate based on factors such as the costs associated with the securities, which are general y higher than the costs
associated with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest
rate that we wil pay to investors in the securities, which do not bear interest.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines our
secondary market rate based on the market price of traded instruments referencing the debt obligations of Citigroup Inc., our
parent company and the guarantor of al payments due on the securities, but subject to adjustments that CGMI makes in its sole
discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather reflects
the market's perception of our parent company's creditworthiness as adjusted for discretionary factors such as CGMI's
preferences with respect to purchasing the securities prior to maturity.

The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be
willing to buy the securities from you in the secondary market. Any such secondary market price wil fluctuate over the term
of the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value
included in this pricing supplement, any value of the securities determined for purposes of a secondary market transaction wil be
based on our secondary market rate, which wil likely result in a lower value for the securities than if our internal funding rate were
used. In addition, any secondary market price for the securities wil be reduced by a bid-ask spread, which may vary depending
on the aggregate stated principal amount of the securities to be purchased in the secondary market transaction, and the expected
cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the securities wil be
less than the issue price.

The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your
securities prior to maturity wil fluctuate based on the price and volatility of the underlying shares and a number of other factors,
including the

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Principal at Risk Securities

dividend yields on the underlying shares, interest rates general y, the time remaining to maturity and our and/or Citigroup Inc.'s
creditworthiness, as reflected in our secondary market rate. Changes in the price of the underlying shares may not result in a
comparable change in the value of your securities. You should understand that the value of your securities at any time prior to
maturity may be significantly less than the issue price.

Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated
on any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The
amount of this temporary upward adjustment wil steadily decline to zero over the temporary adjustment period. See "Valuation of
the Securities" in this pricing supplement.

Our offering of the securities does not constitute a recommendation of the underlying shares. The fact that we are offering
the securities does not mean that we believe that investing in an instrument linked to the underlying shares is likely to achieve
favorable returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short
positions) in the underlying shares over the term of the securities or in instruments related to the underlying shares over the term
of the securities, and may publish research or express opinions, that in each case are inconsistent with an investment linked to
the underlying shares. These and other activities of our affiliates may affect the price of the underlying shares in a way that has a
negative impact on your interests as a holder of the securities.

The price of the underlying shares may be adversely affected by our or our affiliates' hedging and other trading
activities. We have hedged our obligations under the securities through CGMI or other of our affiliates, who have taken positions
directly in the underlying shares and other financial instruments related to the underlying shares and may adjust such positions
during the term of the securities. Our affiliates also trade the underlying shares and other financial instruments related to the
underlying shares on a regular basis (taking long or short positions or both), for their accounts, for other accounts under their
management or to facilitate transactions on behalf of customers. These activities could affect the price of the underlying shares in
a way that negatively affects the value of the securities. They could also result in substantial returns for us or our affiliates while
the value of the securities declines.

We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates' business
activities. Our affiliates may currently or from time to time engage in business with the underlying share issuer, including
extending loans to, making equity investments in or providing advisory services to the underlying share issuer. In the course of
this business, we or our affiliates may acquire non-public information about the underlying share issuer, which we wil not disclose
to you. Moreover, if any of our affiliates is or becomes a creditor of the underlying share issuer, they may exercise any remedies
against the underlying share issuer that are available to them without regard to your interests.

You will have no rights and will not receive dividends with respect to the underlying shares. You should understand that
you wil not receive any dividend payments with respect to any of the underlying shares under the securities. In addition, if any
change to the underlying shares is proposed, such as an amendment to the underlying share issuer's organizational documents,
you wil not have the right to vote on such change. Any such change may adversely affect the market price of the underlying
shares.

Even if the underlying share issuer pays a dividend that it identifies as special or extraordinary, no adjustment will be
required under the securities for that dividend unless it meets the criteria specified in the accompanying product
supplement. In general, an adjustment wil not be made under the terms of the securities for any cash dividend paid on the
underlying shares unless the amount of the dividend per underlying share, together with any other dividends paid in the same
fiscal quarter, exceeds the dividend paid per underlying share in the most recent fiscal quarter by an amount equal to at least 10%
of the closing price of the underlying shares on the date of declaration of the dividend. Any dividend wil reduce the closing price
of the underlying shares by the amount of the dividend per underlying share. If the underlying share issuer pays any dividend for
which an adjustment is not made under the terms of the securities, holders of the securities wil be adversely affected. See
"Description of the Securities--Certain Additional Terms for Securities Linked to Company Shares or ETF Shares--Dilution and
Reorganization Adjustments--Certain Extraordinary Cash Dividends" in the accompanying product supplement.

The securities will not be adjusted for all events that could affect the price of the underlying shares. For example, we wil
not make any adjustment for ordinary dividends or extraordinary dividends that do not meet the criteria described above, partial
tender offers or additional public offerings of the underlying shares. Moreover, the adjustments we do make may not ful y offset
the dilutive or adverse effect of the particular event. Investors in the securities may be adversely affected by such an event in a
circumstance in which a direct holder of the underlying shares would not.

If the underlying shares are delisted, we may call the securities prior to maturity for an amount that may be less than the
stated principal amount. If we exercise this cal right, you wil receive the amount described under "Description of the Securities
--Certain Additional Terms for Securities Linked to Company Shares or ETF Shares--Delisting of Company Shares" in

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Citigroup Global Markets Holdings Inc.
499,359 Trigger Jump Securities Based on the Common Stock of Apple Inc. Due November 3, 2022
Principal at Risk Securities

the accompanying product supplement. This amount may be less, and possibly significantly less, than the stated principal amount
of the securities.

The securities may become linked to shares of an issuer other than the original underlying share issuer upon the
occurrence of a reorganization event or upon the delisting of the underlying shares. For example, if the underlying share
issuer enters into a merger agreement that provides for holders of underlying shares to receive stock of another entity, the stock
of such other entity wil become the underlying shares for al purposes of the securities upon consummation of the
merger. Additional y, if the underlying shares are delisted and we do not exercise our cal right, the calculation agent may, in its
sole discretion, select shares of another issuer to be the underlying shares. See "Description of the Securities--Certain
Additional Terms for Securities Linked to Company Shares or ETF Shares--Dilution and Reorganization Adjustments" and "--
Delisting of Company Shares" in the accompanying product supplement.

The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If
certain events occur, such as market disruption events, corporate events with respect to the underlying share issuer that may
require a dilution adjustment or the delisting of the underlying shares, CGMI, as calculation agent, wil be required to make
discretionary judgments that could significantly affect what you receive at maturity. In making these judgments, the calculation
agent's interests as an affiliate of ours could be adverse to your interests as a holder of the securities.

The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal authority
regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue
Service (the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court
might not agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful in asserting an
alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities might be material y
and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal
tax treatment of the securities, possibly retroactively.

If you are a non-U.S. investor, you should review the discussion of withholding tax issues in "United States Federal Tax
Considerations--Non-U.S. Holders" below.

You should read careful y the discussion under "United States Federal Tax Considerations" and "Risk Factors Relating to the
Securities" in the accompanying product supplement and "United States Federal Tax Considerations" in this pricing
supplement. You should also consult your tax adviser regarding the U.S. federal tax consequences of an investment in the
securities, as wel as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

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Citigroup Global Markets Holdings Inc.
499,359 Trigger Jump Securities Based on the Common Stock of Apple Inc. Due November 3, 2022
Principal at Risk Securities

Information About Apple Inc.

Apple Inc. designs, manufactures, and markets personal computers and related personal computing and mobile communication
devices along with a variety of related software, services, peripherals, and networking solutions. Apple Inc. sel s its products
worldwide through its online stores, its retail stores, its direct sales force, third-party wholesalers, and resel ers. The common stock of
Apple Inc. is registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Information provided to or filed
with the SEC by Apple Inc. pursuant to the Exchange Act can be located by reference to the SEC file number 001-36743 through the
SEC's website at http://www.sec.gov. In addition, information regarding Apple Inc. may be obtained from other sources including, but
not limited to, press releases, newspaper articles and other publicly disseminated documents. The common stock of Apple Inc. trades
on the Nasdaq Global Select Market under the ticker symbol "AAPL."

This pricing supplement relates only to the securities offered hereby and does not relate to the common stock of Apple Inc.
or other securities of Apple Inc. We have derived all disclosures contained in this pricing supplement regarding Apple Inc.
from the publicly available documents described above. In connection with the offering of the securities, none of Citigroup
Global Markets Holdings Inc., Citigroup Inc. or CGMI has participated in the preparation of such documents or made any
due diligence inquiry with respect to Apple Inc.

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. Apple Inc. is not
involved in any way in this offering and has no obligation relating to the securities or to holders of the securities.

Neither we nor any of our affiliates make any representation to you as to the performance of the common stock of Apple Inc.

Historical Information

The graph below shows the closing price of the shares of common stock of Apple Inc. for each day such price was available from
January 2, 2014 to October 16, 2019. The table that fol ows shows the high and low closing prices of, and dividends paid on, the
shares of common stock of Apple Inc. for each quarter in that same period. We obtained the closing prices and other information
below from Bloomberg L.P., without independent verification. If certain corporate transactions occurred during the historical period
shown below, including, but not limited to, spin-offs or mergers, then the closing prices of the shares of common stock of Apple Inc.
shown below for the period prior to the occurrence of any such transaction have been adjusted by Bloomberg L.P. as if any such
transaction had occurred prior to the first day in the period shown below. You should not take the historical prices of the shares of
common stock of Apple Inc. as an indication of future performance.

Common Stock of Apple Inc. Historical Closing prices
January 2, 2014 to October 16, 2019

* The red line indicates the trigger price of $187.496, equal to 80.00% of the closing price on October 16, 2019.

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