Obligation Citi Global Markets 0% ( US17327P7087 ) en USD

Citi Global Markets

100 % ⇌

Etas-Unis

US17327P7087 ( en USD )

10/05/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17327P7087 en USD 0%, échue

1 000 USD

2 863 000 USD

17327P708

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 Citigroup Global Markets Holdings (ISIN US17327P7087, CUSIP 17327P708), émise aux États-Unis pour un montant total de 2 863 000 USD avec une taille minimale d'achat de 1 000 USD, à un taux d'intérêt de 0% et échéant le 10/05/2022, a été remboursée à son prix de marché de 100% et avec une fréquence de paiement de 2.

424B2 1 dp115692_424b2-us1983045.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
N ove m be r 5 , 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 3 1 3 9
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -
2 2 4 4 9 5 a nd 3 3 3 -2 2 4 4 9 5 -0 3
286,280 Buffered Jump Securities Based on the EURO STOXX 50® Index Due May 10, 2022
Principal at Risk Securities
Ove rvie w
? 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 EURO STOXX 50® Index (the "underlying index") from the
initial index level to the final index level.
? The securities offer modified exposure to the performance of the underlying index, with (i) a fixed return at maturity if the level of
the underlying index remains the same or appreciates from the initial index level to the final index level, regardless of the extent
of that appreciation and (ii) a limited buffer against the potential depreciation of the underlying index as described below. In
exchange for those features, investors in the securities must be willing to forgo participation in any appreciation of the underlying
index in excess of the fixed return and any dividends that may be paid on the stocks that constitute the underlying index. In
addition, investors in the securities must be willing to accept downside exposure to any depreciation of the underlying index in
excess of the 10.00% buffer amount. I f t he unde rlying inde x de pre c ia t e s by m ore t ha n t he buffe r a m ount from
t he pric ing da t e t o t he va lua t ion da t e , you w ill lose 1 % of t he st a t e d princ ipa l a m ount of your se c urit ie s
for e ve ry 1 % by w hic h t ha t de pre c ia t ion e x c e e ds t he buffe r a m ount .
? In order to obtain the modified exposure to the underlying index that the securities provide, 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.
U nde rlying inde x :
The EURO STOXX 50® Index (ticker symbol: "SX5E")
Aggre ga t e st a t e d princ ipa l
$2,862,800
a m ount :
St a t e d princ ipa l a m ount :
$10.00 per security
Pric ing da t e :
November 5, 2019
I ssue da t e :
November 8, 2019. See "Supplemental Plan of Distribution" in this pricing supplement for
additional information.
V a lua t ion da t e :
May 5, 2022, subject to postponement if such date is not a scheduled trading day or if certain
market disruption events occur
M a t urit y da t e :
May 10, 2022
Pa ym e nt a t m a t urit y:
For each $10.00 stated principal amount security you hold at maturity:
? If the final index level is gre a t e r t ha n or e qua l t o the initial index level:
$10.00 + the fixed return amount
? If the final index level is le ss t ha n the initial index level by an amount le ss t ha n or
e qua l t o the buffer amount:
$10.00
? If the final index level is le ss t ha n the initial index level by an amount gre a t e r t ha n
the buffer amount:
$10.00 + [$10.00 × (the index return + the buffer amount)]
I f t he fina l inde x le ve l is le ss t ha n t he init ia l inde x le ve l by m ore t ha n t he
buffe r a m ount , 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 of your inve st m e nt .
I nit ia l inde x le ve l:
3,676.52, the closing level of the underlying index on the pricing date
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Fina l inde x le ve l:
The closing level of the underlying index on the valuation date
I nde x re t urn:
(i) The final index level minus the initial index level, divided by (ii) the initial index level
Fix e d re t urn a m ount :
$2.70 per security (27.00% of the stated principal amount). You will receive the fixed return
amount only if the final index level is greater than or equal to the initial index level.
Buffe r a m ount :
10.00%
List ing:
The securities will not be listed on any securities exchange.
CU SI P / I SI N :
17327P708 / US17327P7087
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)(2)
U nde rw rit ing fe e
Proc e e ds t o issue r
pric e :
Pe r se c urit y:
$10.00
$0.20(2)
$9.75

$0.05(3)

T ot a l:
$2,862,800.00
$71,570.00
$2,791,230.00
(1) On the date of this pricing supplement, the estimated value of the securities is $9.716 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 willing 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 will
receive an underwriting fee of $0.25 for each $10.00 security sold in this offering. Certain selected dealers, including Morgan Stanley Wealth
Management, and their financial advisors will collectively receive from CGMI a fixed selling concession of $0.20 for each $10.00 security 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
securities declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by CGMI of $0.05 for each security.
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 -5 .
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 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 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 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 8 da t e d Fe brua ry 1 5 , 2 0 1 9 U nde rlying Supple m e nt N o. 8 da t e d Fe brua ry 2 1 ,
2 0 1 9
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 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.
286,280 Buffered Jump Securities Based on the EURO STOXX 50® Index Due May 10, 2022
Principal at Risk Securities

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 and their consequences are described in the accompanying product supplement in the sections
"Description of the Securities--Consequences of a Market Disruption Event; Postponement of a Valuation Date" and "Description of
the Securities--Certain Additional Terms for Securities Linked to an Underlying Index----Discontinuance or Material Modification of
an Underlying Index," and not in this pricing supplement. The accompanying underlying supplement contains important disclosures
regarding the underlying index 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 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.

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Investment Summary

The securities can be used:

?
As an alternative to direct exposure to the underlying index that provides a fixed return of 27.00% if the underlying index has
not depreciated as of the valuation date;

?
To enhance returns and potentially outperform the underlying index in a moderately bullish scenario; and

?
To obtain a limited buffer against the potential depreciation of the underlying index.

If the underlying index depreciates by more than the buffer amount, the securities are exposed on a 1-to-1 basis to the percentage
decline by which that depreciation exceeds the buffer amount. Accordingly, investors may lose a significant portion of their initial
investment in the securities.

M a t urit y:
Approximately 2.5 years
Fix e d re t urn a m ount :
$2.70 (27.00% of the stated principal amount)
Buffe r a m ount :
10.00%
M inim um pa ym e nt a t
$1.00 per security (10.00% of the stated principal amount). Investors may lose up to 90.00% of
m a t urit y:
the stated principal amount of the securities.
I nt e re st :
None

Key Investment Rationale

The securities provide for the possibility of receiving a fixed return of 27.00% at maturity if the underlying index re m a ins t he
sa m e or a ppre c ia t e s from the initial index level to the final index level. If the underlying index has de pre c ia t e d from the
initial index level to the final index level by no more than the buffer amount, the payment at maturity will be $10.00 per security.
However, if the underlying index has de pre c ia t e d by more than the buffer amount from the initial index level to the final index
level, investors will lose 1% for every 1% by which that depreciation exceeds the buffer amount. Under these circumstances, the
payment at maturity will be less, and possibly significantly less, than the stated principal amount. I nve st ors m a y lose up t o
9 0 % of t he st a t e d princ ipa l a m ount of t he se c urit ie s. All payments on the securities are subject to the credit risk of
Citigroup Global Markets Holdings Inc. and Citigroup Inc.

U pside Sc e na rio:
If the final index level is gre a t e r t ha n or e qua l t o the initial index level, the payment at
maturity for each security will be equal to $10.00 plus the fixed return amount.
Pa r Sc e na rio:
If the final index level is le ss t ha n the initial index level by an amount le ss t ha n or
e qua l t o the buffer amount, which means that the underlying index has depreciated by no
more than 10.00% from its initial index level, the payment at maturity will be $10.00 per
security.
Dow nside Sc e na rio:
If the final index level is le ss t ha n the initial index level by more than the buffer amount,
which means that the underlying index has depreciated by more than 10.00% from its initial
index level, you will lose 1% for every 1% by which that depreciation exceeds the buffer
amount (e.g., a 50% depreciation in the underlying index will result in a payment at maturity
of $6.00 per security). The minimum payment at maturity is $1.00 per security. Accordingly,
investors may lose a significant portion of their initial investment.

November 2019
PS-2
Citigroup Global Markets Holdings Inc.
®
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286,280 Buffered Jump Securities Based on the EURO STOXX 50 Index Due May 10, 2022
Principal at Risk Securities

Hypothetical Examples

The diagram below illustrates your payment at maturity for a range of hypothetical index returns.

I nve st ors in t he se c urit ie s w ill not re c e ive a ny divide nds t ha t m a y be pa id on t he st oc k s t ha t c onst it ut e t he
unde rlying inde x . T he dia gra m a nd e x a m ple s be low do not show a ny e ffe c t of lost divide nd yie ld ove r t he
t e rm of t he se c urit ie s. See "Summary Risk Factors--Investing in the securities is not equivalent to investing in the underlying
index or the stocks that constitute the underlying index" below.

Buffe re d J um p
Pa ym e nt a t M a t urit y Dia gra m
The Securities
The Underlying Index

Your actual payment at maturity per security will depend on the actual initial index level and the actual final index level. The
examples below are intended to illustrate how your payment at maturity will depend on whether the final index level is greater than
or less than the initial index level and by how much. The examples are based on a hypothetical initial index level of 3,600.00.

Ex a m ple 1 --U pside Sc e na rio A. The hypothetical final index level is 3,780.00 (an approximately 5.00% increase from the
hypothetical initial index level), which is gre a t e r t ha n the hypothetical initial index level by le ss t ha n the fixed return of 27.00%.

Payment at maturity per security = $10 + the fixed return amount
= $10 + $2.70
= $12.70

Because the underlying index appreciated from the hypothetical initial index level to the hypothetical final index level, your total
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return on the securities at maturity in this scenario would equal the fixed return of 27.00%.

November 2019
PS-3
Citigroup Global Markets Holdings Inc.
286,280 Buffered Jump Securities Based on the EURO STOXX 50® Index Due May 10, 2022
Principal at Risk Securities

Ex a m ple 2 --U pside Sc e na rio B. The hypothetical final index level is 5,400.00 (an approximately 50.00% increase from the
hypothetical initial index level), which is gre a t e r t ha n the hypothetical initial index level by m ore t ha n the fixed return of
27.00%.

Payment at maturity per security = $10 + the fixed return amount
= $10 + $2.70
= $12.70

Because the underlying index appreciated from the hypothetical initial index level to the hypothetical final index level, your total
return on the securities at maturity in this scenario would equal the fixed return of 27.00%. In this example, an investment in the
securities would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the underlying
index without a fixed return.

Ex a m ple 3 --Pa r Sc e na rio. The hypothetical final index level is 3,420.00 (an approximately 5.00% decrease from the
hypothetical initial index level), which is le ss t ha n the hypothetical initial index level by an amount that is le ss t ha n the buffer
amount of 10.00%.

Payment at maturity per security = $10

Because the underlying index did not depreciate from the hypothetical initial index level to the hypothetical final index level by more
than the 10.00% buffer amount, your payment at maturity in this scenario would be equal to the $10 stated principal amount per
security.

Ex a m ple 4 --Dow nside Sc e na rio. The hypothetical final index level is 1,080.00 (an approximately 70.00% decrease from the
hypothetical initial index level), which is le ss t ha n the hypothetical initial index level by an amount that is m ore t ha n the buffer
amount of 10.00%.

Payment at maturity per security = $10.00 + [$10.00 × (the index return + the buffer amount)]
= $10.00 + [$10.00 × (-70.00% + 10.00%)]
= $10.00 + [$10.00 × (-60.00%)]
= $10.00 + -$6.00
= $4.00

Because the underlying index depreciated from the hypothetical initial index level to the hypothetical final index level by more than
the 10.00% buffer amount, your payment at maturity in this scenario would reflect 1-to-1 exposure to the negative performance of
the underlying index beyond the 10.00% buffer amount.

November 2019
PS-4
Citigroup Global Markets Holdings Inc.
286,280 Buffered Jump Securities Based on the EURO STOXX 50® Index Due May 10, 2022
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 all 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
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the underlying index. 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-7 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 up t o 9 0 .0 0 % 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 underlying index.
If the underlying index depreciates by more than the buffer amount, you will lose 1% of the stated principal amount of the
securities for every 1% by which that depreciation exceeds the buffer amount.

?
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 our pot e nt ia l re t urn on t he se c urit ie s is lim it e d. Your potential total return on the securities at maturity is limited to
the fixed return at maturity of 27.00%, which is equivalent to a fixed return amount of $2.70 per security. Your return on the
securities will not exceed the fixed return, even if the underlying index appreciates by significantly more than the fixed return. If
the underlying index appreciates by more than the fixed return, the securities will underperform an alternative investment
providing 1-to-1 exposure to the performance of the underlying index. 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 index
even if the underlying index appreciates by less than the fixed return.

?
I nve st ing in t he se c urit ie s is not e quiva le nt t o inve st ing in t he unde rlying inde x or t he st oc k s t ha t
c onst it ut e t he unde rlying inde x . You will not have voting rights, rights to receive dividends or other distributions or any
other rights with respect to the stocks that constitute the underlying index. As of November 5, 2019, the average dividend yield
of the underlying index was approximately 3.355% per year. While it is impossible to know the future dividend yield of the
underlying index, if this average dividend yield were to remain constant for the term of the securities, you would be forgoing an
aggregate yield of approximately 8.41% (assuming no reinvestment of dividends) by investing in the securities instead of
investing directly in the stocks that constitute the underlying index or in another investment linked to the underlying index 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.

?
Y our pa ym e nt a t m a t urit y de pe nds on t he c losing le ve l of t he unde rlying inde x on a single da y. Because
your payment at maturity depends on the closing level of the underlying index solely on the valuation date, you are subject to
the risk that the closing level of the underlying index 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 index 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 closing levels
of the underlying index, 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.

?
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
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 securities 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

November 2019
PS-5
Citigroup Global Markets Holdings Inc.
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286,280 Buffered Jump Securities Based on the EURO STOXX 50® Index Due May 10, 2022
Principal at Risk Securities

secondary market at all for the securities because it is likely that CGMI will be the only broker-dealer that is willing to buy your
securities prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity.

?
T he e st im a t e d va lue of t he se c urit ie s on t he pric ing da t e , ba se d on CGM I 's proprie t a ry pric ing m ode ls
a nd our int e rna l funding ra t e , is le ss t ha n t he issue pric e . The difference is attributable to certain costs associated
with selling, structuring and hedging the securities that are included in the issue price. These costs include (i) the selling
concessions and structuring fees paid in connection with the offering of the securities, (ii) hedging and other costs incurred by
us and our affiliates in connection with the offering of the securities and (iii) 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.

?
T he e st im a t e d va lue of t he se c urit ie s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing
m ode ls. 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 index, dividend yields on the stocks that constitute the underlying index 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 willing to hold
the securities to maturity irrespective of the initial estimated value.

?
T he e st im a t e d va lue of t he se c urit ie s w ould be low e r if it w e re c a lc ula t e d ba se d on our se c onda ry
m a rk e t ra t e . 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 willing to borrow funds through the issuance of the securities. Our internal
funding rate is generally lower than our secondary market rate, which is the rate that CGMI will 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
generally 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 will 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 all 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.

?
T he e st im a t e d va lue of t he se c urit ie s is not a n indic a t ion of t he pric e , if a ny, a t w hic h CGM I or a ny ot he r
pe rson m a y be w illing t o buy t he se c urit ie s from you in t he se c onda ry m a rk e t . Any such secondary market
price will 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 will be based on our secondary market rate, which will 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 will 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 will be less than the issue price.

?
T he va lue of t he se c urit ie s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors. The value
of your securities prior to maturity will fluctuate based on the level and volatility of the underlying index and a number of other
factors, including the price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that
constitute the underlying index, interest rates generally, the volatility of the exchange rate between the U.S. dollar and the euro,
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the correlation between that exchange rate and the level of the underlying index, the time remaining to maturity and our and/or
Citigroup Inc.'s creditworthiness, as reflected in our secondary market rate. Changes in the level of the underlying index 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.

November 2019
PS-6
Citigroup Global Markets Holdings Inc.
286,280 Buffered Jump Securities Based on the EURO STOXX 50® Index Due May 10, 2022
Principal at Risk Securities

?
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 "Valuation of the Securities" in this pricing supplement.

?
T he unde rlying inde x is subje c t t o risk s a ssoc ia t e d w it h non -U .S. m a rk e t s. Investments in securities linked to
the value of non-U.S. stocks involve risks associated with the securities markets in those countries, including risks of volatility
in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also,
there is generally less publicly available information about companies in some of these jurisdictions than about U.S. companies
that are subject to the reporting requirements of the SEC. Further, non-U.S. companies are generally subject to accounting,
auditing and financial reporting standards and requirements and securities trading rules that are different from those applicable
to U.S. reporting companies. The prices of securities in foreign markets may be affected by political, economic, financial and
social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency
exchange laws. Moreover, the economies in such countries may differ favorably or unfavorably from the economy of the United
States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources and self-
sufficiency.

?
T he unde rlying inde x pe rform a nc e w ill not be a djust e d for c ha nge s in t he e x c ha nge ra t e be t w e e n t he
e uro a nd t he U .S. dolla r. The underlying index is composed of stocks traded in euro, the value of which may be subject to
a high degree of fluctuation relative to the U.S. dollar. However, the performance of the underlying index and the value of your
securities will not be adjusted for exchange rate fluctuations. If the euro appreciates relative to the U.S. dollar over the term of
the securities, the performance of the underlying index as measured for purposes of the securities will be less than it would
have been if it offered exposure to that appreciation in addition to the change in the prices of the stocks included in the
underlying index.

?
Our offe ring of t he se c urit ie s doe s not c onst it ut e a re c om m e nda t ion of t he unde rlying inde x . The fact that
we are offering the securities does not mean that we believe that investing in an instrument linked to the underlying index 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 stocks that constitute the underlying index or in instruments related to the underlying index or
such stocks and may publish research or express opinions, that in each case are inconsistent with an investment linked to the
underlying index. These and other activities of our affiliates may affect the level of the underlying index in a way that has a
negative impact on your interests as a holder of the securities.

?
T he le ve l of t he unde rlying inde x m a y be a dve rse ly a ffe c t e d by our or our a ffilia t e s' he dging a nd ot he r
t ra ding a c t ivit ie s. We have hedged our obligations under the securities through CGMI or other of our affiliates, who have
taken positions directly in the stocks that constitute the underlying index and other financial instruments related to the
underlying index or such stocks and may adjust such positions during the term of the securities. Our affiliates also trade the
stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks 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 level of the underlying index 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 a nd our a ffilia t e s m a y ha ve e c onom ic int e re st s t ha t a re a dve rse t o yours a s a re sult of our a ffilia t e s'
busine ss a c t ivit ie s. Our affiliates may currently or from time to time engage in business with the issuers of the stocks that
constitute the underlying index, including extending loans to, making equity investments in or providing advisory services to
such issuers. In the course of this business, we or our affiliates may acquire non-public information about such issuers, which
we will not disclose to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any
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remedies against such issuer that are available to them without regard to your interests.

?
T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of ours, w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t t o
t he se c urit ie s. If certain events occur, such as market disruption events or the discontinuance of the underlying index,
CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your payment 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.

?
Adjust m e nt s t o t he unde rlying inde x m a y a ffe c t t he va lue of your se c urit ie s. The sponsor of the underlying
index may add, delete or substitute the stocks that constitute the underlying index or make other methodological changes that
could affect the level of the underlying index. The sponsor of the underlying index may discontinue or suspend calculation or
publication of the underlying index at any time without regard to your interests as holders of the securities.

?
T he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he se c urit ie s a re unc le a r. 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

November 2019
PS-7
Citigroup Global Markets Holdings Inc.
286,280 Buffered Jump Securities Based on the EURO STOXX 50® Index Due May 10, 2022
Principal at Risk Securities

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 materially 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 carefully 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 well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

November 2019
PS-8
Citigroup Global Markets Holdings Inc.
286,280 Buffered Jump Securities Based on the EURO STOXX 50® Index Due May 10, 2022
Principal at Risk Securities

Information About the EURO STOXX 50® Index

The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the 19 EURO STOXX®
Supersector indices, which represent the Eurozone portion of the STOXX Europe 600® Supersector indices. The STOXX Europe
600® Supersector indices contain the 600 largest stocks traded on the major exchanges of 18 European countries. The EURO
STOXX 50® Index is reported by Bloomberg L.P. under the ticker symbol "SX5E."

STOXX Limited ("STOXX") and its licensors and CGMI have entered into a non-exclusive license agreement providing for the
license to CGMI and its affiliates, in exchange for a fee, of the right to use the EURO STOXX 50® Index, which is owned and
published by STOXX, in connection with certain financial instruments, including the securities. For more information, see "Equity
Index Descriptions--The EURO STOXX 50® Index--License Agreement" in the accompanying underlying supplement.
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Please refer to the section "Equity Index Descriptions--The EURO STOXX 50 ® Index" in the accompanying underlying supplement
for important disclosures regarding the EURO STOXX 50® Index.

Historical Information

The closing level of the EURO STOXX 50® Index on November 5, 2019 was 3,676.52.

The graph below shows the closing level of the underlying index for each day such level was available from January 2, 2009 to
November 5, 2019. We obtained the closing levels from Bloomberg L.P., without independent verification. You should not take the
historical levels of the underlying index as an indication of future performance.

EU RO ST OX X 5 0 ® I nde x H ist oric a l Closing Le ve ls
J a nua ry 2 , 2 0 0 9 t o N ove m be r 5 , 2 0 1 9

November 2019
PS-9
Citigroup Global Markets Holdings Inc.
286,280 Buffered Jump Securities Based on the EURO STOXX 50® Index Due May 10, 2022
Principal at Risk Securities

United States Federal Tax Considerations

You should read carefully the discussion under "United States Federal Tax Considerations" and "Risk Factors Relating to the
Securities" in the accompanying product supplement and "Summary Risk Factors" in this pricing supplement.

In the opinion of our counsel, Davis Polk & Wardwell LLP, which is based on current market conditions, a security should be
treated as a prepaid forward contract for U.S. federal income tax purposes. By purchasing a security, you agree (in the absence of
an administrative determination or judicial ruling to the contrary) to this treatment. There is uncertainty regarding this treatment, and
the IRS or a court might not agree with it.

Assuming this treatment of the securities is respected and subject to the discussion in "United States Federal Tax Considerations"
in the accompanying product supplement, the following U.S. federal income tax consequences should result under current law:

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