Obligation Citi Global Markets 0% ( US17327P8234 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17327P8234 ( en USD )

28/10/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17327P8234 en USD 0%, échue

1 000 USD

20 150 000 USD

17327P823

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 US17327P8234, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/10/2022

424B2 1 dp114800_424b2-us1982383.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
Oc t obe r 2 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 0 8 1
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
2,014,999 Contingent Income Auto-Callable Securities Due October 28, 2022
Based on the Performance of the Common Shares of AT&T Inc.
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. The securities offer the potential for quarterly contingent coupon payments at an
annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt
securities of the same maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) your
actual yield may be lower than the yield on our conventional debt securities of the same maturity because you may not receive
one or more, or any, contingent coupon payments; (ii) your actual yield may be negative because your payment at maturity
may be significantly less than the stated principal amount of your securities, and possibly zero; and (iii) the securities may be
automatically redeemed prior to maturity beginning approximately three months after the issue date. Each of these risks will
depend on the performance of the common shares of AT&T Inc. (the "underlying shares"), as described below. Although you
will be exposed to downside risk with respect to the underlying shares, you will not participate in any appreciation of the
underlying shares or receive any dividends paid on the underlying shares.
?
Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not
receiving any payments 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 sha re s:
Common shares of AT&T Inc. (ticker symbol: "T") (the "underlying share issuer")
Aggre ga t e st a t e d
$20,149,990
princ ipa l a m ount :
St a t e d princ ipa l
$10 per security
a m ount :
Pric ing da t e :
October 25, 2019
I ssue da t e :
October 30, 2019
V a lua t ion da t e s:
January 27, 2020, April 27, 2020, July 27, 2020, October 26, 2020, January 25, 2021, April 26,
2021, July 26, 2021, October 25, 2021, January 25, 2022, April 25, 2022, July 25, 2022 and October
25, 2022 (the "final valuation date"), each 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 :
Unless earlier redeemed, October 28, 2022
Cont inge nt c oupon
For each valuation date, the third business day after such valuation date, except that the contingent
pa ym e nt da t e s:
coupon payment date for the final valuation date will be the maturity date.
Cont inge nt c oupon:
On each quarterly contingent coupon payment date, unless previously redeemed, the securities will
pay a contingent coupon equal to 2.50% of the stated principal amount of the securities (10.00% per
annum) if a nd only if the closing price of the underlying shares on the related valuation date is
greater than or equal to the downside threshold price. I f t he c losing pric e of t he unde rlying
sha re s on a ny qua rt e rly va lua t ion da t e is le ss t ha n t he dow nside t hre shold pric e ,
you w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt on t he re la t e d c ont inge nt
c oupon pa ym e nt da t e .
Aut om a t ic e a rly
If, on any potential redemption date, the closing price of the underlying shares is greater than or
re de m pt ion:
equal to the initial share price, each security you then hold will be automatically redeemed on the
related contingent coupon payment date for an amount in cash equal to the early redemption
payment. If the securities are redeemed, no further payments will be made.
Ea rly re de m pt ion
The stated principal amount of $10 per security plus the related contingent coupon payment
pa ym e nt :
Pot e nt ia l re de m pt ion
Each quarterly valuation date beginning in January 2020 and ending in July 2022
da t e s:
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Pa ym e nt a t m a t urit y:
If the securities are not automatically redeemed prior to maturity, for each $10 stated principal
amount security you hold at maturity, you will receive cash in an amount determined as follows:
? If the final share price is gre a t e r t ha n or e qua l t o the downside threshold price: $10 + the
contingent coupon payment due at maturity
? If the final share price is le ss t ha n the downside threshold price: $10 + ($10 × the share
return)
I f t he fina l sha re pric e is le ss t ha n t he dow nside t hre shold pric e , you w ill re c e ive
le ss, a nd possibly signific a nt ly le ss, t ha n 7 5 .0 0 % of t he st a t e d princ ipa l a m ount of
your se c urit ie s a t m a t urit y, a nd you w ill not re c e ive a ny c ont inge nt c oupon
pa ym e nt a t m a t urit y.
I nit ia l sha re pric e :
$36.91, the closing price of the underlying shares on the pricing date
Fina l sha re pric e :
The closing price of the underlying shares on the final valuation date
Dow nside t hre shold
$27.683, 75.00% of the initial share price
pric e :
Sha re re t urn:
(i) The final share price minus the initial share price, divided by (ii) the initial share price
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17327P823 / US17327P8234
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 pric e :
I ssue pric e (1)(2)
U nde rw rit ing fe e
Proc e e ds t o issue r
Pe r se c urit y:
$10.00
$0.20(2)
$9.75

$0.05(3)

T ot a l:
$20,149,990.00
$503,749.75
$19,646,240.25
(1) On the date of this pricing supplement, the estimated value of the securities is $9.6882 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 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 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 -9 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s
a pprove d or disa pprove d of t he se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he
a c c om pa nying produc t supple m e nt , 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, prospectus supplement
and prospectus, each of which can be accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 4 -0 8 da t e d Fe brua ry 1 5 , 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.
2,014,999 Contingent Income Auto-Callable Securities Due October 28, 2022
Based on the Performance of the Common Shares of AT&T Inc.
Principal at Risk Securities

Additional Information
https://www.sec.gov/Archives/edgar/data/200245/000095010319014383/dp114800_424b2-us1982383.htm[10/30/2019 9:47:58 AM]

Ge ne ra l. 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 whether you receive a contingent coupon payment on a contingent coupon payment date as well as your payment
at maturity or, in the case of a delisting of the underlying shares, could give us the right to call 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--Consequences of a Market Disruption Event; Postponement of a Valuation Date," "Description of the
Securities--Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF--Dilution and
Reorganization Adjustments" and "--Delisting of an Underlying Company," 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.

Dilut ion a nd Re orga niza t ion Adjust m e nt s. The initial share price and the downside threshold price are each a "Relevant
Price" for purposes of the section "Description of the Securities-- Certain Additional Terms for Securities Linked to an Underlying
Company or an Underlying ETF--Dilution and Reorganization Adjustments" in the accompanying product supplement. Accordingly,
the initial share price and the downside threshold price are each subject to adjustment upon the occurrence of any of the events
described in that section.

Investment Summary

The securities provide an opportunity for investors to earn a quarterly contingent coupon payment, which is an amount equal to
$0.25 (2.50% of the stated principal amount) per security, with respect to each quarterly valuation date on which the closing price
of the underlying shares is greater than or equal to 75.00% of the initial share price, which we refer to as the downside threshold
price. The quarterly contingent coupon payment, if any, will be payable quarterly on the relevant contingent coupon payment date,
which is the third business day after the related valuation date or, in the case of the quarterly contingent coupon payment, if any,
with respect to the final valuation date, the maturity date. If the closing price of the underlying shares is less than the downside
threshold price on any valuation date, investors will receive no quarterly contingent coupon payment for the related quarterly period.
It is possible that the closing price of the underlying shares could be below the downside threshold price on most or all of the
valuation dates so that you will receive few or no quarterly contingent coupon payments. We refer to these payments as contingent
because there is no guarantee that you will receive a payment on any contingent coupon payment date. Even if the closing price of
the underlying shares was at or above the downside threshold price on some quarterly valuation dates, the closing price of the
underlying shares may fluctuate below the downside threshold price on others.

If the closing price of the underlying shares is greater than or equal to the initial share price on any potential redemption date
(beginning approximately three months after the issue date), the securities will be automatically redeemed for an early redemption
payment equal to the stated principal amount plus the quarterly contingent coupon payment with respect to the related potential
redemption date. If the securities have not previously been automatically redeemed and the final share price is greater than or
equal to the downside threshold price, the payment at maturity will also be the sum of the stated principal amount and the quarterly
contingent coupon payment with respect to the final valuation date. However, if the securities have not previously been
automatically redeemed and the final share price is less than the downside threshold price, investors will be exposed to the decline
in the closing price of the underlying shares, as compared to the initial share price, on a 1-to-1 basis. Under these circumstances,
the payment at maturity will be (i) the stated principal amount plus (ii) (a) the stated principal amount times (b) the share return,
which means that the payment at maturity will be less than 75.00% of the stated principal amount of the securities and could be
zero. Investors in the securities must be willing to accept the risk of losing their entire principal and also the risk of receiving few or
no quarterly contingent coupon payments over the term of the securities. In addition, investors will not participate in any
appreciation of the underlying shares.

October 2019
PS-2
Citigroup Global Markets Holdings Inc.
2,014,999 Contingent Income Auto-Callable Securities Due October 28, 2022
Based on the Performance of the Common Shares of AT&T Inc.
Principal at Risk Securities

https://www.sec.gov/Archives/edgar/data/200245/000095010319014383/dp114800_424b2-us1982383.htm[10/30/2019 9:47:58 AM]

Key Investment Rationale

The securities offer investors an opportunity to earn a quarterly contingent coupon payment equal to 2.50% of the stated principal
amount with respect to each valuation date on which the closing price of the underlying shares is greater than or equal to 75.00%
of the initial share price, which we refer to as the downside threshold price. The securities may be automatically redeemed prior to
maturity for the stated principal amount per security plus the applicable quarterly contingent coupon payment, and the payment at
maturity will vary depending on the final share price, as follows:

On a ny pot e nt ia l re de m pt ion da t e (be ginning a pprox im a t e ly t hre e m ont hs a ft e r t he issue
da t e ), t he c losing pric e of t he unde rlying sha re s is gre a t e r t ha n or e qua l t o t he init ia l
sha re pric e .

Sc e na rio 1
¦ The securities will be automatically redeemed for (i) the stated principal amount plus (ii) the quarterly
contingent coupon payment with respect to the related potential redemption date.

¦ Investors will not participate in any appreciation of the underlying shares from the initial share price.

T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y, a nd t he fina l sha re pric e
is gre a t e r t ha n or e qua l t o t he dow nside t hre shold pric e .

¦ The payment due at maturity will be (i) the stated principal amount plus (ii) the quarterly contingent coupon
Sc e na rio 2
payment with respect to the final valuation date.

¦ Investors will not participate in any appreciation of the underlying shares from the initial share price.

T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y, a nd t he fina l sha re pric e
is le ss t ha n t he dow nside t hre shold pric e .

¦ The payment due at maturity will be (i) the stated principal amount plus (ii) (a) the stated principal amount
Sc e na rio 3
times (b) the share return.

¦ I nve st ors w ill lose a signific a nt port ion, a nd m a y lose a ll, of t he ir princ ipa l in t his
sc e na rio.

October 2019
PS-3
Citigroup Global Markets Holdings Inc.
2,014,999 Contingent Income Auto-Callable Securities Due October 28, 2022
Based on the Performance of the Common Shares of AT&T Inc.
Principal at Risk Securities

How the Securities Work

The following diagrams illustrate potential payments on the securities. The first diagram illustrates how to determine whether a
contingent coupon payment will be paid with respect to a quarterly valuation date. The second diagram illustrates how to determine
whether the securities will be automatically redeemed following a potential redemption date. The third diagram illustrates how to
determine the payment at maturity if the securities are not automatically redeemed prior to maturity.

Dia gra m # 1 : Qua rt e rly Cont inge nt Coupon Pa ym e nt s

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Dia gra m # 2 : Aut om a t ic Ea rly Re de m pt ion

October 2019
PS-4
Citigroup Global Markets Holdings Inc.
2,014,999 Contingent Income Auto-Callable Securities Due October 28, 2022
Based on the Performance of the Common Shares of AT&T Inc.
Principal at Risk Securities

Dia gra m # 3 : Pa ym e nt a t M a t urit y if N o Aut om a t ic Ea rly Re de m pt ion Oc c urs

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For more information about the payment upon an early automatic redemption or at maturity in different hypothetical scenarios, see
"Hypothetical Examples" starting on page PS-6.

October 2019
PS-5
Citigroup Global Markets Holdings Inc.
2,014,999 Contingent Income Auto-Callable Securities Due October 28, 2022
Based on the Performance of the Common Shares of AT&T Inc.
Principal at Risk Securities

Hypothetical Examples

The below examples are based on the following terms:

Stated principal amount:
$10 per security
Hypothetical initial share price:
$100.00
Hypothetical downside threshold price:
$75.00, which is 75.00% of the hypothetical initial share price
Hypothetical quarterly contingent coupon payment:
$0.25 (2.50% of the stated principal amount) per security

In Examples 1 and 2, the closing price of the underlying shares fluctuates over the term of the securities and the closing price of
the underlying shares is gre a t e r t ha n or e qua l t o the initial share price on one of the potential redemption dates, which begin
approximately three months after the issue date. Because the closing price of the underlying shares is greater than or equal to the
initial share price on one of the potential redemption dates, the securities are automatically redeemed following the relevant
potential redemption date. In Examples 3 and 4, the closing price of the underlying shares on each potential redemption date is
less than the initial share price, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding
until, maturity.

Ex a m ple 1
Ex a m ple 2
V a lua t ion
Hypothetical
Quarterly
Early
Hypothetical
Quarterly
Early
Da t e s
Closing Price of
Contingent
Redemption
Closing Price of
Contingent
Redemption

the Underlying
Coupon
Payment*
the Underlying
Coupon
Payment*
Shares
Payment
Shares
Payment
# 1
$110.00
--*
$10.25
$90.00
$0.25
N/A
# 2
N/A
N/A
N/A
$63.00
$0
N/A
# 3
N/A
N/A
N/A
$60.00
$0
N/A
# 4
N/A
N/A
N/A
$62.00
$0
N/A
# 5
N/A
N/A
N/A
$59.00
$0
N/A
# 6
N/A
N/A
N/A
$61.00
$0
N/A
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# 7
N/A
N/A
N/A
$58.00
$0
N/A
# 8
N/A
N/A
N/A
$64.00
$0
N/A
# 9
N/A
N/A
N/A
$56.00
$0
N/A
# 1 0
N/A
N/A
N/A
$59.00
$0
N/A
# 1 1
N/A
N/A
N/A
$125.00
--*
$10.25
Fina l V a lua t ion
N/A
N/A
N/A
N/A
N/A
N/A
Da t e
*The early redemption payment includes the unpaid quarterly contingent coupon payment with respect to the potential
redemption date on which the closing price of the underlying shares is greater than or equal to the initial share price and the
securities are automatically redeemed as a result.

In Ex a m ple 1 , the securities are automatically redeemed following the first valuation date (which is the first potential redemption
date) as the closing price of the underlying shares on that potential redemption date is greater than the initial share price. You
receive the early redemption payment, calculated as follows:

stated principal amount + quarterly contingent coupon = $10 + $0.25 = $10.25

In this example, the automatic early redemption feature limits the term of your investment to approximately three months and you
may not be able to reinvest at comparable terms or returns. If the securities are redeemed early, you will stop receiving quarterly
contingent coupons.

October 2019
PS-6
Citigroup Global Markets Holdings Inc.
2,014,999 Contingent Income Auto-Callable Securities Due October 28, 2022
Based on the Performance of the Common Shares of AT&T Inc.
Principal at Risk Securities

In Ex a m ple 2 , the securities are automatically redeemed following the eleventh valuation date (which is the last potential
redemption date) as the closing price of the underlying shares on that potential redemption date is greater than the initial share
price. As the closing price of the underlying shares on the first valuation date is greater than the downside threshold price, you
receive the quarterly contingent coupon payment of $0.25 with respect to that valuation date. Following the eleventh valuation date
(the last potential redemption date), you receive an automatic early redemption payment of $10.25, which includes the quarterly
contingent coupon payment with respect to the eleventh valuation date.

In this example, the automatic early redemption feature limits the term of your investment to approximately two years and nine
months and you may not be able to reinvest at comparable terms or returns. If the securities are redeemed early, you will stop
receiving quarterly contingent coupon payments. Further, although the underlying shares have appreciated by 25% from the initial
share price on the eleventh valuation date, you only receive $10.25 per security upon redemption and do not benefit from this
appreciation. The total payments on the securities will amount to $10.50 per security.

Ex a m ple 3
Ex a m ple 4
V a lua t ion
Hypothetical
Quarterly
Early
Hypothetical
Quarterly
Early
Da t e s
Closing Price
Contingent
Redemption
Closing Price of
Contingent
Redemption

of the
Coupon
Payment*
the Underlying
Coupon
Payment*
Underlying
Payment
Shares
Payment
Shares
# 1
$55.00
$0
N/A
$59.00
$0
N/A
# 2
$58.00
$0
N/A
$88.00
$0.25
N/A
# 3
$56.00
$0
N/A
$63.00
$0
N/A
# 4
$62.00
$0
N/A
$85.00
$0.25
N/A
# 5
$58.00
$0
N/A
$57.00
$0
N/A
# 6
$55.00
$0
N/A
$95.00
$0.25
N/A
# 7
$50.00
$0
N/A
$54.00
$0
N/A
# 8
$41.00
$0
N/A
$56.00
$0
N/A
# 9
$35.00
$0
N/A
$52.00
$0
N/A
# 1 0
$22.00
$0
N/A
$57.00
$0
N/A
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# 1 1
$15.00
$0
N/A
$58.00
$0
N/A
Fina l V a lua t ion
$0.00
$0
N/A
$90.00
--*
N/A
Da t e
Pa ym e nt a t
$ 0 .0 0
$ 1 0 .2 5
M a t urit y
* The final quarterly contingent coupon payment, if any, will be paid at maturity.

Examples 3 and 4 illustrate the payment at maturity per security based on the final share price.

In Ex a m ple 3 , the closing price of the underlying shares remains below the downside threshold price on each valuation date
throughout the term of the securities. As a result, you do not receive any quarterly contingent coupon payment during the term of
the securities and, at maturity, you are fully exposed to the decline in the closing price of the underlying shares. As the final share
price is less than the downside threshold price, you receive a cash payment at maturity calculated as follows:

stated principal amount + (stated principal amount × share return) = $10 + ($10 × -100%) = $0.00

In this example, because the underlying shares have lost all of their value by the final valuation date, the payment you receive at
maturity would be equal to zero, and you would lose your entire investment. You may lose up to all of your investment in the
securities.

In Ex a m ple 4 , the closing price of the underlying shares decreases to a final share price of $90.00. As the closing price of the
underlying shares on the second, fourth, and sixth valuation dates are greater than the downside threshold price, you receive the
quarterly contingent coupon payment of $0.25 with respect to each of those valuation dates, but not with respect to any other
valuation date prior to the final valuation date. Although the final share price is less than the initial share price, because the final
share price is still not less than the downside threshold price, you receive the stated principal amount plus a quarterly contingent
coupon payment with respect to the final valuation date.

October 2019
PS-7
Citigroup Global Markets Holdings Inc.
2,014,999 Contingent Income Auto-Callable Securities Due October 28, 2022
Based on the Performance of the Common Shares of AT&T Inc.
Principal at Risk Securities

In this example, although the final share price represents a 10% decline from the initial share price, you receive the stated principal
amount per security plus the quarterly contingent coupon payment, equal to a total payment of $10.25 per security at maturity. The
total payments on the securities will amount to $11.00 per security.

The hypothetical returns and hypothetical payments on the securities shown above apply only if you hold t he se c urit ie s for
t he ir e nt ire t e rm or unt il a ut om a t ic e a rly re de m pt ion. These hypothetical examples do not reflect fees or expenses that
would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns and
hypothetical payments shown above would likely be lower.

October 2019
PS-8
Citigroup Global Markets Holdings Inc.
2,014,999 Contingent Income Auto-Callable Securities Due October 28, 2022
Based on the Performance of the Common Shares of AT&T Inc.
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
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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
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 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.

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Y ou m a y lose a signific a nt port ion or a ll of your inve st m e nt . Unlike conventional debt securities, the securities do
not provide for the repayment of the stated principal amount at maturity in all circumstances. If the securities are not
automatically redeemed prior to maturity and the final share price is less than the downside threshold price, you will lose a
significant portion or all of your investment, based on a loss of 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 may lose up to all of your investment.

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Y ou w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt for a ny qua rt e r in w hic h t he c losing pric e of t he
unde rlying sha re s is le ss t ha n t he dow nside t hre shold pric e on t he re la t e d va lua t ion da t e . A contingent
coupon payment will be made on a contingent coupon payment date if and only if the closing price of the underlying shares on
the related valuation date is greater than or equal to the downside threshold price. If the closing price of the underlying shares
is less than the downside threshold price on any quarterly valuation date, you will not receive any contingent coupon payment
on the related contingent coupon payment date, and if the closing price of the underlying shares is below the downside
threshold price on each valuation date, you will not receive any contingent coupon payments over the term of the securities.

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H ighe r c ont inge nt c oupon ra t e s a re a ssoc ia t e d w it h gre a t e r risk . The securities offer contingent coupon
payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our
conventional debt securities of the same maturity. This higher potential yield is associated with greater levels of expected risk
as of the pricing date for the securities, including the risk that you may not receive a contingent coupon payment on one or
more, or any, contingent coupon payment dates, the securities will not be automatically redeemed and the amount you receive
at maturity may be significantly less than the stated principal amount of your securities and may be zero. The volatility of the
underlying shares is an important factor affecting these risks. Greater expected volatility of the underlying shares as of the
pricing date may result in a higher contingent coupon rate, but it also represents a greater expected likelihood as of the pricing
date that the closing price of the underlying shares will be less than the downside threshold price on one or more valuation
dates, such that you will not receive one or more, or any, contingent coupon payments during the term of the securities, the
closing price of the underlying shares will be less than the initial share price on each potential redemption date, such that the
securities will not be automatically redeemed, and the final share price will be less than the downside threshold price, such that
you will suffer a substantial loss of principal at maturity.

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Y ou m a y not be a de qua t e ly c om pe nsa t e d for a ssum ing t he dow nside risk of t he unde rlying sha re s. The
potential contingent coupon payments on the securities are the compensation you receive for assuming the downside risk of
the underlying shares, as well as all the other risks of the securities. That compensation is effectively "at risk" and may,
therefore, be less than you currently anticipate. First, the actual yield you realize on the securities could be lower than you
anticipate because the coupon is "contingent" and you may not receive a contingent coupon payment on one or more, or any,
of the contingent coupon payment dates. Second, the contingent coupon payments are the compensation you receive not only
for the downside risk of the underlying shares, but also for all of the other risks of the securities, including the risk that the
securities may be automatically redeemed beginning approximately three months after the issue date, interest rate risk and our
credit risk. If those other risks increase or are otherwise greater than you currently anticipate, the contingent coupon payments
may turn out to be inadequate to compensate you for all the risks of the securities, including the downside risk of the
underlying shares.

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T he se c urit ie s m a y be a ut om a t ic a lly re de e m e d prior t o m a t urit y, lim it ing your opport unit y t o re c e ive
c ont inge nt c oupon pa ym e nt s. On any potential redemption date, beginning in January 2020 and ending in July 2022, the
securities will be automatically redeemed if the closing price of the underlying shares on that potential redemption date is
greater than or equal to the initial share price. Thus, the term of the securities may be limited to as short as approximately three
months. If the securities are redeemed prior to maturity, you will not receive any additional contingent coupon payments.
Moreover, you may not be able to reinvest your funds in another investment that provides a similar yield with a similar level of
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risk.

October 2019
PS-9
Citigroup Global Markets Holdings Inc.
2,014,999 Contingent Income Auto-Callable Securities Due October 28, 2022
Based on the Performance of the Common Shares of AT&T Inc.
Principal at Risk Securities

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T he se c urit ie s offe r dow nside e x posure t o t he unde rlying sha re s, but no upside e x posure t o t he
unde rlying sha re s. You will not participate in any appreciation in the price of the underlying shares over the term of the
securities. Consequently, your return on the securities will be limited to the contingent coupon payments you receive, if any,
and may be significantly less than the return on the underlying shares over the term of the securities. In addition, you will not
receive any dividends or other distributions or any other rights with respect to the underlying shares over the term of the
securities.

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T he pe rform a nc e of t he se c urit ie s w ill de pe nd on t he c losing pric e of t he unde rlying sha re s sole ly on
t he re le va nt va lua t ion da t e s, w hic h m a k e s t he se c urit ie s pa rt ic ula rly se nsit ive t o t he vola t ilit y of t he
unde rlying sha re s. Whether the contingent coupon will be paid for any given quarter and whether the securities will be
automatically redeemed prior to maturity will depend on the closing price of the underlying shares solely on the quarterly
valuation dates and potential redemption dates, respectively, regardless of the closing price of the underlying shares on other
days during the term of the securities. If the securities are not automatically redeemed, what you receive at maturity will
depend solely on the closing price of the underlying shares on the final valuation date, and not on any other day during the
term of the securities. Because the performance of the securities depends on the closing price of the underlying shares on a
limited number of dates, the securities will be particularly sensitive to volatility in the closing price of the underlying shares. You
should understand that the underlying shares have historically been highly volatile.

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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.

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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 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.

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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.

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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 shares, the dividend yield 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
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