Obligation Citi Global Markets 0% ( US17327TUU86 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17327TUU86 ( en USD )

03/02/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17327TUU86 en USD 0%, échue

1 000 USD

1 813 000 USD

17327TUU8

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 US17327TUU86, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/02/2023

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17327TUU86, a été notée NR par l'agence de notation Moody's.

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424B2 1 dp110806_424b2-us1974041.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
July 31, 2019
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2019-
USNCH2594
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495
and 333-224495-03
2000® Index Due February 3, 2023
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 worst performing
of the underlyings specified below from its initial underlying value to its final underlying value.
The securities offer modified exposure to the performance of the worst performing underlying, with (i) the opportunity to
participate in the potential appreciation of the worst performing underlying at the upside participation rate specified below
and (i ) the opportunity for a positive return at maturity if the worst performing underlying depreciates based on the
absolute value of that depreciation, but only so long as its final underlying value is greater than or equal to its final
barrier value specified below. In exchange for these features, investors in the securities must be wil ing to accept a return
based on whichever underlying is the worst performing underlying and to forgo any dividends with respect to the
underlyings. In addition, investors in the securities must be wil ing to accept downside exposure to any depreciation of
the worst performing underlying if its final underlying value is less than its final barrier value. If the final underlying
value of the worst performing underlying is less than its final barrier value, you will lose 1% of the stated
principal amount of your securities for every 1% by which its final underlying value is less than its initial
underlying value. You may lose your entire investment in the securities.
You wil be subject to risks associated with each of the underlyings and wil be negatively affected by adverse
movements in any one of the underlyings.
In order to obtain the modified exposure to the worst performing underlying that the securities provide, investors must be
wil ing to accept (i) an investment that may have limited or no liquidity and (i ) the risk of not receiving any amount due
under the securities if we and Citigroup Inc. default on our obligations. All payments on the securities are subject to
the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
KEY TERMS

Issuer:
Citigroup Global Markets Holdings Inc., a whol y owned subsidiary of Citigroup Inc.
Guarantee:
Al payments due on the securities are ful y and unconditional y guaranteed by Citigroup Inc.
Underlying:
Underlying
Initial underlying value*
Final barrier value**

S&P 500® Index
2,980.38
2,086.266

Russel 2000® Index
1,574.605
1,102.224

*For each underlying, its closing value on the pricing date

**For each underlying, 70% of its initial underlying value
Stated principal amount: $1,000 per security
Pricing date:
July 31, 2019
Issue date:
August 5, 2019
Valuation date:
January 31, 2023, subject to postponement if such date is not a scheduled trading day or
certain market disruption events occur
Maturity date:
February 3, 2023
Payment at maturity:
You wil receive at maturity for each security you then hold:
If the final underlying value of the worst performing underlying is greater than or equal to its
initial underlying value:
$1,000 + the upside return amount
If the final underlying value of the worst performing underlying is less than its initial
underlying value but greater than or equal to its final barrier value:
$1,000 + the absolute return amount
If the final underlying value of the worst performing underlying is less than its final barrier
value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying)
If the final underlying value of the worst performing underlying is less than its final
barrier value, you will receive significantly less than the stated principal amount of your
securities, and possibly nothing, at maturity.
Final underlying value: For each underlying, its closing value on the valuation date
Worst performing
The underlying with the lowest underlying return
underlying:
Underlying return:
For each underlying, (i) its final underlying value minus its initial underlying value, divided by (i )
its initial underlying value
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Upside return amount:
$1,000 × the underlying return of the worst performing underlying × the upside participation rate
Upside participation
119%
rate:
Absolute return amount: $1,000 × the absolute value of the underlying return of the worst performing underlying
Listing:
The securities wil not be listed on any securities exchange
CUSIP / ISIN:
17327TUU8 / US17327TUU86
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and
Issue price(1)
Underwriting fee(2)
Proceeds to issuer(3)
issue price:
Per security:
$1,000
$10
$990
Total:
$1,813,000
$15,247.33
$1,797,752.67
(1) On the date of this pricing supplement, the estimated value of the securities is $967.94 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 will receive an underwriting fee of up to $10 for each security sold in this offering. The total underwriting fee and proceeds to
issuer in the table above give effect to the actual total underwriting fee. For more information on the distribution of the securities, 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 securities declines. See "Use of Proceeds and Hedging" in the
accompanying prospectus.
(3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security,
assuming the maximum per security underwriting fee. As noted above, the underwriting fee is variable.
Investing in the securities involves risks not associated with an investment in conventional
debt securities. See "Summary Risk Factors" beginning on page PS-5.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the securities or determined that this pricing supplement and the accompanying product
supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks below:
Product Supplement No. EA-02-08 dated February 15, 2019 Underlying Supplement No. 8 dated February 21, 2019
Prospectus Supplement and Prospectus, each dated May 14, 2018
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

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Citigroup Global Markets Holdings Inc.

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, the accompanying
product supplement contains important information about how the closing value of each underlying wil be determined and
about adjustments that may be made to the terms of the securities upon the occurrence of market disruption events and
other specified events with respect to each underlying. The accompanying underlying supplement contains information
about each underlying that is 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 deciding whether to invest in the securities. Certain terms used but not defined in this pricing supplement are defined in
the accompanying product supplement.

Payout Diagram

The diagram below il ustrates your payment at maturity for a range of hypothetical underlying returns of the worst
performing underlying.

Investors in the securities will not receive any dividends with respect to the underlyings. The diagram and
examples below do not show any effect of lost dividend yield over the term of the securities. See "Summary Risk
Factors--You wil not receive dividends or have any other rights with respect to the underlyings" below.

Payout Diagram
n The Securities
n The Worst Performing Underlying

PS-2
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Hypothetical Examples

The table below indicates what your payment at maturity and total return on the securities would be for various
hypothetical underlying returns of the worst performing underlying. Your actual payment at maturity and total return on the
securities wil depend on the actual underlying return of the worst performing underlying.

Hypothetical Underlying Return of the
Hypothetical Payment at Maturity
Hypothetical Total Return on
Worst Performing Underlying
per Security
Securities at Maturity(1)
100.00%
$2,190.00
119.00%
50.00%
$1,595.00
59.50%
40.00%
$1,476.00
47.60%
30.00%
$1,357.00
35.70%
20.00%
$1,238.00
23.80%
10.00%
$1,119.00
11.90%
0.00%
$1,000.00
0.00%
-10.00%
$1,100.00
10.00%
-20.00%
$1,200.00
20.00%
-30.00%
$1,300.00
30.00%
-30.01%
$699.90
-30.01%
-40.00%
$600.00
-40.00%
-50.00%
$500.00
-50.00%
-100.00%
$0.00
-100.00%
(1) Hypothetical total return on securities at maturity = (i) hypothetical payment at maturity per security minus $1,000 stated principal
amount per security, divided by (ii) $1,000 stated principal amount per security

The examples below il ustrate how to determine the payment at maturity on the securities, assuming the various
hypothetical final underlying values indicated below. The examples are solely for il ustrative purposes, do not show al
possible outcomes and are not a prediction of what the actual payment at maturity on the securities wil be. The actual
payment at maturity wil depend on the actual final underlying value of the worst performing underlying.

The examples below are based on the fol owing hypothetical values and do not reflect the actual initial underlying values or
final barrier values of the underlyings. For the actual initial underlying value and final barrier value of each underlying, see
the cover page of this pricing supplement. We have used these hypothetical values, rather than the actual values, to
simplify the calculations and aid understanding of how the securities work. However, you should understand that the actual
payment at maturity on the securities wil be calculated based on the actual initial underlying value and final barrier value of
each underlying, and not the hypothetical values indicated below.

Underlying
Hypothetical initial underlying
Hypothetical final barrier value
value
S&P 500® Index
100
70 (70% of its hypothetical initial underlying
value)
Russel 2000® Index
100
70 (70% of its hypothetical initial underlying
value)

Example 1--Upside Scenario A. The final underlying value of the worst performing underlying is 110, resulting in a 10%
underlying return for the worst performing underlying. In this example, the final underlying value of the worst performing
underlying is greater than its initial underlying value.

Underlying
Hypothetical final underlying
Hypothetical underlying return
value
S&P 500® Index*
110
10%
Russel 2000® Index
150
50%
*Worst performing underlying

Payment at maturity per security = $1,000 + the upside return amount
= $1,000 + ($1,000 × the underlying return of the worst performing underlying × the upside participation rate)
= $1,000 + ($1,000 × 10% × 119%)
= $1,000 + $119

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PS-3
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Citigroup Global Markets Holdings Inc.

= $1,119

In this scenario, the worst performing underlying has appreciated from its initial underlying value to its final underlying
value, and your total return at maturity would equal the underlying return of the worst performing underlying multiplied by
the upside participation rate.

Example 2--Upside Scenario B. The final underlying value of the worst performing underlying is 90, resulting in a -10%
underlying return for the worst performing underlying. In this example, the final underlying value of the worst performing
underlying is less than its initial underlying value but greater than its final barrier value.

Underlying
Hypothetical final underlying
Hypothetical underlying return
value
S&P 500® Index*
90
-10%
Russel 2000® Index
120
20%
*Worst performing underlying

Payment at maturity per security = $1,000 + the absolute return amount
= $1,000 + ($1,000 × the absolute value of the underlying return of the worst performing underlying)
= $1,000 + ($1,000 × |-10%|)
= $1,000 + $100
= $1,100

In this scenario, the worst performing underlying has depreciated from its initial underlying value to its final underlying
value, but not below its final barrier value. As a result, your total return at maturity in this scenario would reflect 1-to-1
positive exposure to the absolute value of the negative performance of the worst performing underlying.

Example 3--Downside Scenario. The final underlying value of the worst performing underlying is 30, resulting in a -70%
underlying return for the worst performing underlying. In this example, the final underlying value of the worst performing
underlying is less than its final barrier value.

Underlying
Hypothetical final underlying
Hypothetical underlying return
value
S&P 500® Index
120
20%
Russel 2000® Index*
30
-70%
*Worst performing underlying

Payment at maturity per security = $1,000 + ($1,000 × the underlying return of the worst performing underlying)
= $1,000 + ($1,000 × -70%)
= $1,000 + -$700
= $300

In this scenario, the worst performing underlying has depreciated from its initial underlying value to its final underlying
value and its final underlying value is less than its final barrier value. As a result, your total return at maturity in this
scenario would be negative and would reflect 1-to-1 exposure to the negative performance of the worst performing
underlying.

PS-4
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Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are
subject to al of the risks associated with an investment in our conventional debt securities (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 each underlying. Accordingly, the securities are suitable only for investors who are capable of
understanding the complexities and risks of the securities. You should consult your own financial, tax and legal advisors as
to the risks of an investment in the securities and the suitability of the securities in light of your particular circumstances.

The fol owing is a summary of certain key risk factors for investors in the securities. You should read this summary
together with the more detailed description of risks relating to an investment in the securities contained in the section "Risk
Factors Relating to the Securities" beginning on page EA-7 in the accompanying product supplement. You should also
careful y read the risk factors included in the accompanying prospectus supplement and in the documents incorporated by
reference in the accompanying prospectus, including Citigroup Inc.'s most recent Annual Report on Form 10-K and any
subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more general y.

You may lose a significant portion or all of your investment. Unlike conventional debt securities, the securities do
not repay a fixed amount of principal at maturity. Instead, your payment at maturity wil depend on the performance of
the worst performing underlying. If the final underlying value of the worst performing underlying is less than its final
barrier value, you wil lose 1% of the stated principal amount of your securities for every 1% by which the worst
performing underlying has depreciated from its initial underlying value to its final underlying value. There is no
minimum payment at maturity on the securities, and you may lose up to al of your investment.

Your potential for positive return from depreciation of the worst performing underlying is limited. The return
potential of the securities in the event that the final underlying value of the worst performing underlying is less than its
initial underlying value is limited by the final barrier value. Any decline in the final underlying value of the worst
performing underlying below its final barrier value wil result in a loss, rather than a positive return, on the securities.

The securities do not pay interest. Unlike conventional debt securities, the securities do not pay interest or any other
amounts prior to maturity. You should not invest in the securities if you seek current income during the term of the
securities.

The securities are subject to heightened risk because they have multiple underlyings. The securities are more
risky than similar investments that may be available with only one underlying. With multiple underlyings, there is a
greater chance that any one underlying wil perform poorly, adversely affecting your return on the securities.

The securities are subject to the risks of each of the underlyings and will be negatively affected if any one
underlying performs poorly. You are subject to risks associated with each of the underlyings. If any one underlying
performs poorly, you wil be negatively affected, regardless of the performance of any other underlying. The securities
are not linked to a basket composed of the underlyings, where the blended performance of the underlyings would be
better than the performance of the worst performing underlying alone. Instead, you are subject to the ful risks of
whichever of the underlyings is the worst performing underlying.

You will not benefit in any way from the performance of any better performing underlying. The return on the
securities depends solely on the performance of the worst performing underlying, and you wil not benefit in any way
from the performance of any better performing underlying.

You will be subject to risks relating to the relationship between the underlyings. It is preferable from your
perspective for the underlyings to be correlated with each other, in the sense that they tend to increase or decrease at
similar times and by similar magnitudes. By investing in the securities, you assume the risk that the underlyings wil not
exhibit this relationship. The less correlated the underlyings, the more likely it is that any one of the underlyings wil
perform poorly over the term of the securities. Al that is necessary for the securities to perform poorly is for one of the
underlyings to perform poorly. It is impossible to predict what the relationship between the underlyings wil be over the
term of the securities. The underlyings differ in significant ways and, therefore, may not be correlated with each other.

You will not receive dividends or have any other rights with respect to the underlyings. You wil not receive any
dividends with respect to the underlyings. This lost dividend yield may be significant over the term of the securities.
The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield over the term
of the securities. In addition, you wil not have voting rights or any other rights with respect to the underlyings or the
stocks included in the underlyings.
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Your payment at maturity depends on the closing value of the worst performing underlying on a single day.
Because your payment at maturity depends on the closing value of the worst performing underlying solely on the
valuation date, you are subject to the risk that the closing value of the worst performing underlying 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 directly in the underlyings or in another instrument linked to the worst performing underlying that you could
sel for ful value at a time selected by you, or if the payment at maturity were based on an average of closing values of
the worst performing underlying, you might have achieved better returns.

PS-5
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Citigroup Global Markets Holdings Inc.

The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we
default on our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not
receive anything owed to you under the securities.

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

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

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

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

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

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

The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of
your securities prior to maturity wil fluctuate based on the closing values of the underlyings, the volatility of, and
correlation between, the closing

PS-6
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