Obligation Citi Global Markets 0% ( US17327TRQ12 ) en USD

Société émettrice Citi Global Markets
Prix sur le marché 100 %  ▼ 
Pays  Etas-Unis
Code ISIN  US17327TRQ12 ( en USD )
Coupon 0%
Echéance 30/01/2025 - Obligation échue



Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17327TRQ12 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 3 155 000 USD
Cusip 17327TRQ1
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's NR
Description détaillée 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 US17327TRQ12, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/01/2025

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17327TRQ12, a été notée NR par l'agence de notation Moody's.







424B8 1 dp110406_424b8-us1974087.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
J uly 2 6 , 2 0 1 9
M e dium -T e rm Se nior N ot e s, Se rie s N
Pric ing Supple m e nt N o. 2 0 1 9 -U SN CH 2 6 2 7
File d Pursua nt t o Rule 4 2 4 (b)(8 )
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
Market-Linked Notes Linked to the S&P 500® Index Due January 30, 2025
Ove rvie w
? The notes offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings
Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the notes do not pay interest and do not guarantee the
full repayment of principal at maturity. Instead, the notes offer the potential for a return at maturity based on the performance of
the S&P 500® Index (the "underlying index") from the initial index level to the final index level.
? If the underlying index appreciates from the initial index level to the final index level, you will receive a positive return at maturity
equal to that appreciation multiplied by the upside participation rate, subject to the maximum return at maturity specified below.
However, if the underlying index depreciates from the initial index level to the final index level, you will incur a loss at maturity
equal to that depreciation, subject to the maximum loss at maturity specified below. Even if the underlying index appreciates from
the initial index level to the final index level so that you do receive a positive return at maturity, there is no assurance that your
total return at maturity on the notes will compensate you for the effects of inflation or be as great as the yield you could have
achieved on a conventional debt security of ours of comparable maturity.
? In exchange for the capped loss potential if the underlying index depreciates, investors in the notes must be willing to forgo (i)
any return on the notes in excess of the maximum return at maturity and (ii) any dividends that may be paid on the stocks that
constitute the underlying index during the term of the notes. I f t he unde rlying inde x doe s not a ppre c ia t e from t he
pric ing da t e t o t he va lua t ion da t e , you w ill not re c e ive a ny re t urn on your inve st m e nt in t he not e s, a nd
you m a y lose up t o t he m a x im um loss a t m a t urit y.
? In order to obtain the modified exposure to the underlying index that the notes 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 notes if we and
Citigroup Inc. default on our obligations. All pa ym e nt s on t he not e s a re subje c t t o t he c re dit risk of Cit igroup
Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
K EY T ERM S

I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc.
U nde rlying inde x :
The S&P 500® Index (ticker symbol: "SPX")
Aggre ga t e st a t e d princ ipa l
$3,155,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
July 26, 2019
I ssue da t e :
July 31, 2019
V a lua t ion da t e :
January 27, 2025, 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 :
January 30, 2025
Pa ym e nt a t m a t urit y:
For each $1,000 stated principal amount note you hold at maturity, you will receive an amount
in cash determined as follows:
? If the final index level is gre a t e r t ha n the initial index level:
$1,000 + ($1,000 × the index return × the upside participation rate), subject to the maximum
return at maturity
? If the final index level is le ss t ha n or e qua l t o the initial index level:
$1,000 + ($1,000 × the index return), subject to the maximum loss at maturity
I f t he fina l inde x le ve l de pre c ia t e s from t he init ia l inde x le ve l, you w ill be
e x pose d t o t ha t de pre c ia t ion up t o t he m a x im um loss a t m a t urit y. Y ou should
not inve st in t he not e s unle ss you a re w illing a nd a ble t o be a r t he risk of
losing up t o t he m a x im um loss a t m a t urit y.
I nit ia l inde x le ve l:
3,025.86, the closing level of the underlying index on the pricing date
Fina l inde x le ve l:
The closing level of the underlying index on the valuation date
M a x im um loss a t m a t urit y:
$50 per note (5% of the stated principal amount)
M a x im um re t urn a t m a t urit y: $350 per note (35% of the stated principal amount). The payment at maturity per note will not
exceed the stated principal amount plus the maximum return at maturity.
U pside pa rt ic ipa t ion ra t e :
100%
I nde x re t urn:
(i) The final index level minus the initial index level, divided by (ii) the initial index level
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List ing:
The notes will not be listed on any securities exchange
CU SI P / I SI N :
17327TRQ1 / US17327TRQ12
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 (3)
Proc e e ds t o issue r (4)
pric e :
Pe r not e :
$1,000
$41.25
$958.75
T ot a l:
$3,155,000.00
$110,677.40
$3,044,322.60
(1) On the date of this pricing supplement, the estimated value of the notes is $947.47 per note, which is less than the issue price. The
estimated value of the notes 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 notes from
you at any time after issuance. See "Valuation of the Notes" in this pricing supplement.
(2) The issue price for investors purchasing the notes in fee-based advisory accounts will be $965 per note, assuming no custodial fee is
charged by a selected dealer, and up to $970 per note, assuming the maximum custodial fee is charged by a selected dealer. See
"Supplemental Plan of Distribution" in this pricing supplement.
(3) CGMI will receive an underwriting fee of up to $41.25 for each note sold in this offering. The total underwriting fee and proceeds to issuer in
the table above give effect to the actual total underwriting fee. From this underwriting fee, CGMI will pay selected dealers a selling concession of
up to $41.25 for each security they sell. In addition, CGMI will pay selected dealers not affiliated with CGMI a structuring fee of up to $7.50 for
each security they sell. We may also engage other firms to provide marketing or promotional services in connection with the distribution of the
securities. CGMI will pay these service providers a fee of up to $7.50 per security in consideration for providing marketing, education, structuring
or referral services with respect to financial advisors or selected dealers. For more information on the distribution of the notes, see
"Supplemental Plan of Distribution" in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from hedging
activity related to this offering, even if the value of the notes declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
(4) The per note proceeds to issuer indicated above represent the minimum per note proceeds to issuer for any note, assuming the maximum
per note underwriting fee. As noted above, the underwriting fee is variable.
I nve st ing in t he not e s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l
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 not e s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying 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 not e s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.

Additional Information

The terms of the notes 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 notes. Certain terms used but not defined in this pricing supplement are defined in the
accompanying product supplement.

Payout Diagram

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

I nve st ors in t he not e 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 not e s. See "Summary Risk Factors--Investing in the notes is not equivalent to investing in the underlying index or
the stocks that constitute the underlying index" below.

M a rk e t -Link e d N ot e s
Pa ym e nt a t M a t urit y Dia gra m
The Notes
The Underlying Index

Hypothetical Examples

The examples below illustrate how to determine the payment at maturity on the notes. The examples below are for illustrative
purposes, do not show all possible outcomes and are not a prediction of any payment that may be made on the notes. The
examples below are based on a hypothetical initial index level of 100 and do not reflect the actual initial index level. For the actual
initial index level, see the


PS-2
Citigroup Global Markets Holdings Inc.

cover page of this pricing supplement. We have used this hypothetical level, rather than the actual initial index level, to simplify the
calculations and aid understanding of how the notes work. However, you should understand that the actual payment on the notes
will be calculated based on the actual initial index level, and not the hypothetical initial index level.

The examples below are intended to illustrate how your payment at maturity will depend on the final index level. Your actual
payment at maturity per note will depend on the actual final index level.

Ex a m ple 1 --U pside Sc e na rio A. The final index level is 110 (a 10% increase from the initial index level), which is gre a t e r
t ha n the initial index level.

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Payment at maturity per note = $1,000 + ($1,000 × the index return × the upside participation rate), subject to the maximum return
at maturity

= $1,000 + ($1,000 × 10% × 100%), subject to the maximum return at maturity

= $1,000 + $100, subject to the maximum return at maturity

= $1,100

In this scenario, because the underlying index appreciated from its initial index level to its final index level and the index return
multiplied by the upside participation rate is less than the maximum return at maturity, your total return at maturity in this scenario
would be 10%.

Ex a m ple 2 --U pside Sc e na rio B. The final index level is 160 (a 60% increase from the initial index level), which is gre a t e r
t ha n the initial index level.

Payment at maturity per note = $1,000 + ($1,000 × the index return × the upside participation rate), subject to the maximum return
at maturity

= $1,000 + ($1,000 × 60% × 100%), subject to the maximum return at maturity

= $1,000 + $600, subject to the maximum return at maturity

= $1,350

In this scenario, because the underlying index appreciated from its initial index level to its final index level and the index return
multiplied by the upside participation rate is greater than the maximum return at maturity, your total return at maturity in this
scenario would be limited to the maximum return at maturity. An investment in the notes would underperform a hypothetical
alternative investment providing 1-to-1 exposure to the appreciation of the underlying index without a maximum return.

Ex a m ple 3 --Dow nside Sc e na rio A. The final index level is 98 (a 2% decrease from the initial index level), which is le ss
t ha n the initial index level.

Payment at maturity per note = $1,000 + ($1,000 × the index return), subject to the maximum loss at maturity

= $1,000 + ($1,000 × -2%), subject to the maximum loss at maturity

= $1,000 + -$20, subject to the maximum loss at maturity

= $980, subject to the maximum loss at maturity

= $980

In this scenario, because the underlying index depreciated from the initial index level to the final index level, but not by more than
5%, your payment at maturity would reflect 1-to-1 exposure to the negative performance of the underlying index and you would
incur a loss at maturity equal to the depreciation of the underlying index.

Ex a m ple 4 --Dow nside Sc e na rio B. The final index level is 80 (a 20% decrease from the initial index level), which is le ss
t ha n the initial index level.

Payment at maturity per note = $1,000 + ($1,000 × the index return), subject to the maximum loss at maturity

= $1,000 + ($1,000 × -20%), subject to the maximum loss at maturity

= $1,000 + -$200, subject to the maximum loss at maturity


PS-3
Citigroup Global Markets Holdings Inc.

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= $800, subject to the maximum loss at maturity

= $950

In this scenario, because the underlying index depreciated from the initial index level to the final index level by more than 5%, you
would incur a loss at maturity equal to the maximum loss at maturity.


PS-4
Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the notes is significantly riskier than an investment in conventional debt securities. The notes are subject to all of
the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we
and Citigroup Inc. may default on our obligations under the notes, and are also subject to risks associated with the underlying
index. Accordingly, the notes are suitable only for investors who are capable of understanding the complexities and risks of the
notes. You should consult your own financial, tax and legal advisors as to the risks of an investment in the notes and the suitability
of the notes in light of your particular circumstances.

The following is a summary of certain key risk factors for investors in the notes. You should read this summary together with the
more detailed description of risks relating to an investment in the notes 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 not re c e ive a ny re t urn on your inve st m e nt in t he not e s a nd m a y lose up t o t he m a x im um loss
a t m a t urit y. You will receive a positive return on your investment in the notes only if the underlying index appreciates from
the initial index level to the final index level. If the final index level is less than the initial index level, you will lose 1% of the
stated principal amount of the notes for every 1% by which the final index level is less than the initial index level, subject to the
maximum loss at maturity. As the notes do not pay any interest, if the underlying index does not appreciate sufficiently from the
initial index level to the final index level over the term of the notes or if the underlying index depreciates from the initial index
level to the final index level, the overall return on the notes may be less than the amount that would be paid on our
conventional debt securities of comparable maturity.

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

?
Y our pot e nt ia l re t urn on t he not e s is lim it e d. Your potential total return on the notes at maturity is limited to the
maximum return at maturity, even if the underlying index appreciates by significantly more than the maximum return at maturity.
If the underlying index appreciates by more than the maximum return at maturity, the notes will underperform an alternative
investment providing 1-to-1 exposure to the performance of the underlying. As a result, the return on an investment in the
notes may be less than a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the index without
a maximum return.

?
Alt hough t he not e s lim it your loss a t m a t urit y t o t he m a x im um loss a t m a t urit y, you m a y ne ve rt he le ss
suffe r a ddit iona l losse s on your inve st m e nt in re a l va lue t e rm s if t he unde rlying inde x de c line s or doe s
not a ppre c ia t e suffic ie nt ly from t he init ia l inde x le ve l t o t he fina l inde x le ve l. This is because inflation may
cause the real value of the stated principal amount to be less at maturity than it is at the time you invest, and because an
investment in the notes represents a forgone opportunity to invest in an alternative asset that does generate a positive real
return. This potential loss in real value terms is significant given the term of the notes. You should carefully consider whether
an investment that may not provide for any return on your investment, or may provide a return that is lower than the return on
alternative investments, is appropriate for you. In addition, the maximum loss at maturity applies only at maturity. If you sell
your notes prior to maturity, the price you receive may result in a loss that that is significantly greater than the maximum loss
at maturity.

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?
I nve st ing in t he not e 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. The payment scenarios described in this pricing supplement do
not show any effect of lost dividend yield over the term of the notes. If the underlying index appreciates, or if it depreciates by
up to the dividend yield, this lost dividend yield may cause the notes to underperform an alternative investment providing for a
pass-through of dividends and 1-to-1 exposure to the performance of the underlying index or its component companies.

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

?
T he not e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o
m a t urit y. The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for
the notes. CGMI currently


PS-5
Citigroup Global Markets Holdings Inc.

intends to make a secondary market in relation to the notes and to provide an indicative bid price for the notes on a daily basis.
Any indicative bid price for the notes provided by CGMI will be determined in CGMI's sole discretion, taking into account
prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the notes can be sold at
that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any
time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the
notes because it is likely that CGMI will be the only broker-dealer that is willing to buy your notes prior to maturity. Accordingly,
an investor must be prepared to hold the notes until maturity.

?
T he e st im a t e d va lue of t he not e 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 notes that are included in the issue price. These costs include (i) any selling concessions or
other fees paid in connection with the offering of the notes, (ii) hedging and other costs incurred by us and our affiliates in
connection with the offering of the notes 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 notes. These costs adversely affect the economic
terms of the notes because, if they were lower, the economic terms of the notes would be more favorable to you. The
economic terms of the notes are also likely to be adversely affected by the use of our internal funding rate, rather than our
secondary market rate, to price the notes. See "The estimated value of the notes 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 not e 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 closing level 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 notes. Moreover, the estimated value of the notes set forth on the cover page of this pricing supplement may differ
from the value that we or our affiliates may determine for the notes for other purposes, including for accounting purposes. You
should not invest in the notes because of the estimated value of the notes. Instead, you should be willing to hold the notes to
maturity irrespective of the initial estimated value.

?
T he e st im a t e d va lue of t he not e 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 notes 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 notes. Our internal funding rate is
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generally lower than our secondary market rate, which is the rate that CGMI will use in determining the value of the notes for
purposes of any purchases of the notes 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 notes, 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 is payable on the notes.
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 notes, 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 notes prior to maturity.

?
T he e st im a t e d va lue of t he not e 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 not e 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 notes 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 notes 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 notes than if our internal
funding rate were used. In addition, any secondary market price for the notes will be reduced by a bid-ask spread, which may
vary depending on the aggregate stated principal amount of the notes 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
notes will be less than the issue price.

?
T he va lue of t he not e 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 notes prior to maturity will fluctuate based on the level and volatility of the closing level 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 time remaining to maturity and our and 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 notes. You should understand that the value of your notes at any time prior to
maturity may be significantly less than the issue price.


PS-6
Citigroup Global Markets Holdings Inc.

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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 Notes" in this pricing supplement.

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Our offe ring of t he not e s is not a re c om m e nda t ion of t he unde rlying inde x . The fact that we are offering the
notes 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
underlying index or in instruments related to the underlying index, 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 closing level of the underlying index in a way that has a negative impact on your interests as a holder of the notes.

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T he c losing 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 notes through CGMI or other of our affiliates, who
have taken positions in the underlying index or in financial instruments related to the underlying index and may adjust such
positions during the term of the notes. Our affiliates also take positions in the underlying index or in financial instruments
related to the underlying index 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 closing level of the
underlying index in a way that negatively affects the value of and your return on the notes. They could also result in substantial
returns for us or our affiliates while the value of the notes declines.

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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 engage in business activities with a wide range of companies. These activities include
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extending loans, making and facilitating investments, underwriting securities offerings and providing advisory services. These
activities could involve or affect the underlying index in a way that negatively affects the value of and your return on the notes.
They could also result in substantial returns for us or our affiliates while the value of the notes declines. In addition, in the
course of this business, we or our affiliates may acquire non-public information, which will not be disclosed to you.

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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 not e s. If certain events occur during the term of the notes, such as market disruption events and other events with
respect to the underlying index, CGMI, as calculation agent, will be required to make discretionary judgments that could
significantly affect your return on the notes. 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 notes.

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Cha nge s t ha t a ffe c t t he unde rlying inde x m a y a ffe c t t he va lue of your not e s. The sponsor of the underlying
index may at any time make methodological changes or other changes in the manner in which it operates that could affect the
level of the underlying index. We are not affiliated with such underlying sponsor and, accordingly, we have no control over any
changes such sponsor may make. Such changes could adversely affect the performance of the underlying index and the value
of and your return on the notes.


PS-7
Citigroup Global Markets Holdings Inc.

Information About the S&P 500® Index

The S&P 500® Index consists of the common stocks of 500 issuers selected to provide a performance benchmark for the large
capitalization segment of the U.S. equity markets. It is calculated and maintained by S&P Dow Jones Indices LLC.

Please refer to the section "Equity Index Descriptions-- The S&P U.S. Indices--The S&P 500® Index" in the accompanying
underlying supplement for additional information.

We have derived all information regarding the S&P 500® Index from publicly available information and have not independently
verified any information regarding the S&P 500® Index. This pricing supplement relates only to the notes and not to the S&P 500®
Index. We make no representation as to the performance of the S&P 500® Index over the term of the notes.

The notes represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the
S&P 500® Index is not involved in any way in this offering and has no obligation relating to the notes or to holders of the notes.

Historical Information

The closing level of the S&P 500® Index on July 26, 2019 was 3,025.86.

The graph below shows the closing level of the S&P 500® Index for each day such level was available from January 2, 2009 to
July 26, 2019. We obtained the closing levels from Bloomberg L.P., without independent verification. Y ou should not t a k e t he
hist oric a l c losing le ve ls a s a n indic a t ion of fut ure pe rform a nc e .

S& P 5 0 0 ® I nde x ­ H ist oric a l Closing Le ve ls
J a nua ry 2 , 2 0 0 9 t o J uly 2 6 , 2 0 1 9
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PS-8
Citigroup Global Markets Holdings Inc.

United States Federal Income Tax Considerations

Prospe c t ive inve st ors should not e t ha t , ot he r t ha n t he disc ussion unde r "U nit e d St a t e s Fe de ra l T a x
Conside ra t ions--T a x Conse que nc e s t o N on -U .S. H olde rs--Possible Wit hholding U nde r Se c t ion 8 7 1 (m ) of t he
Code ," t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x Conside ra t ions" in t he a c c om pa nying produc t
supple m e nt doe s not a pply t o t he not e s issue d unde r t his pric ing supple m e nt a nd is supe rse de d by t he
follow ing disc ussion.

In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes should be treated as "contingent payment debt instruments" for
U.S. federal income tax purposes, as described in the section of the accompanying prospectus supplement called "United States
Federal Tax Considerations--Tax Consequences to U.S. Holders--Notes Treated as Contingent Payment Debt Instruments," and
the remaining discussion is based on this treatment. The discussion herein does not address the consequences to taxpayers
subject to special tax accounting rules under Section 451(b) of the Internal Revenue Code of 1986, as amended (the "Code").

If you are a U.S. Holder (as defined in the accompanying prospectus supplement), you will be required to recognize interest income
during the term of the notes at the "comparable yield," which generally is the yield at which we could issue a fixed-rate debt
instrument with terms similar to those of the notes, including the level of subordination, term, timing of payments and general
market conditions, but excluding any adjustments for the riskiness of the contingencies or the liquidity of the notes. We are required
to construct a "projected payment schedule" in respect of the notes representing a payment the amount and timing of which would
produce a yield to maturity on the notes equal to the comparable yield. Assuming you hold the notes until their maturity, the amount
of interest you include in income based on the comparable yield in the taxable year in which the notes mature will be adjusted
upward or downward to reflect the difference, if any, between the actual and projected payment on the notes at maturity as
determined under the projected payment schedule.

Upon the sale, exchange or retirement of the notes prior to maturity, you generally will recognize gain or loss equal to the
difference between the proceeds received and your adjusted tax basis in the notes. Your adjusted tax basis will equal your
purchase price for the notes, increased by interest previously included in income on the notes. Any gain generally will be treated as
ordinary income, and any loss generally will be treated as ordinary loss to the extent of prior interest inclusions on the note and as
capital loss thereafter.

We have determined that the comparable yield for a note is a rate of 2.801%, compounded semi-annually, and that the projected
payment schedule with respect to a note consists of a single payment of $1,165.322 at maturity. The following table states the
amount of interest (without taking into account any adjustment to reflect the difference, if any, between the actual and the projected
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amount of the contingent payment on a note) that will be deemed to have accrued with respect to a note for each accrual period
(assuming a day count convention of 30 days per month and 360 days per year), based upon the comparable yield set forth above:

T OT AL OI D DEEM ED
T O H AV E ACCRU ED
FROM I SSU E DAT E
OI D DEEM ED T O
(PER N OT E) AS OF
ACCRU E DU RI N G
EN D OF ACCRU AL
ACCRU AL PERI OD
ACCRU AL PERI O
PERI OD
Issue date through December 31, 2019
$11.670
$11.670
January 1, 2020 through June 30, 2020
$14.167
$25.837
July 1, 2020 through December 31, 2020
$14.365
$40.202
January 1, 2021 through June 30, 2021
$14.567
$54.768
July 1, 2021 through December 31, 2021
$14.771
$69.539
January 1, 2022 through June 30, 2022
$14.977
$84.516
July 1, 2022 through December 31, 2022
$15.187
$99.703
January 1, 2023 through June 30, 2023
$15.400
$115.103
July 1, 2023 through December 31, 2023
$15.615
$130.719
January 1, 2024 through June 30, 2024
$15.834
$146.553
July 1, 2024 through December 31, 2024
$16.056
$162.608
January 1, 2025 through maturity
$2.713
$165.322









N e it he r t he c om pa ra ble yie ld nor t he proje c t e d pa ym e nt sc he dule c onst it ut e s a re pre se nt a t ion by us
re ga rding t he a c t ua l a m ount t ha t w e w ill pa y on t he not e s.

N on -U .S. H olde rs. Subject to the discussions below regarding Section 871(m) and in "United States Federal Tax Considerations
--Tax Consequences to Non-U.S. Holders" and "--FATCA" in the accompanying prospectus supplement, if you are a Non-U.S.
Holder (as defined in the accompanying prospectus supplement) of the notes, under current law you generally will not be subject to
U.S. federal withholding or income tax in respect of any payment on or any amount received on the sale, exchange or retirement of
the notes,


PS-9
Citigroup Global Markets Holdings Inc.

provided that (i) income in respect of the notes is not effectively connected with your conduct of a trade or business in the United
States, and (ii) you comply with the applicable certification requirements. See "United States Federal Tax Considerations--Tax
Consequences to Non-U.S. Holders" in the accompanying prospectus supplement for a more detailed discussion of the rules
applicable to Non-U.S. Holders of the notes.

As discussed under "United States Federal Tax Considerations--Tax Consequences to Non-U.S. Holders--Possible Withholding
Under Section 871(m) of the Code" in the accompanying product supplement, Section 871(m) of the Code and Treasury
regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding tax on dividend equivalents paid or
deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities ("U.S. Underlying Equities") or
indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate the
economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury
regulations (a "Specified Security"). However, the regulations, as modified by an Internal Revenue Service ("IRS") notice, exempt
financial instruments issued prior to January 1, 2021 that do not have a "delta" of one. Based on the terms of the notes and
representations provided by us, our counsel is of the opinion that the notes should not be treated as transactions that have a
"delta" of one within the meaning of the regulations with respect to any U.S. Underlying Equity and, therefore, should not be
Specified Securities subject to withholding tax under Section 871(m).

A determination that the notes are not subject to Section 871(m) is not binding on the IRS, and the IRS may disagree with this
treatment. Moreover, Section 871(m) is complex and its application may depend on your particular circumstances. For example, if
you enter into other transactions relating to a U.S. Underlying Equity, you could be subject to withholding tax or income tax liability
under Section 871(m) even if the notes are not Specified Securities subject to Section 871(m) as a general matter. You should
consult your tax adviser regarding the potential application of Section 871(m) to the notes.
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