Obligation Citigroup 3% ( US17298CH762 ) en USD

Citigroup

100 % ▲

Etas-Unis

US17298CH762 ( en USD )

3% par an ( paiement semestriel )

30/08/2031

Prospectus brochure de l'obligation Citigroup US17298CH762 en USD 3%, échéance 30/08/2031

1 000 USD

10 000 000 USD

17298CH76

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

02/09/2025 ( Dans 152 jours )

Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US17298CH762, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/08/2031

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US17298CH762, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US17298CH762, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp112011_424b2-196.htm PRICING SUPPLEMENT

Citigroup Inc.
August 2 8 , 2 0 1 9
M e dium -T e rm Se nior N ot e s, Se rie s G
Pric ing Supple m e nt N o. 2 0 1 9 - CM T N G1 0 4 9
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 2 4 4 9 5
Callable Fixed Rate Notes Due August 30, 2031
·
The notes mature on the maturity date specified below. We have the right to call the notes for mandatory redemption prior to
maturity on a periodic basis on the redemption dates specified below. Unless previously redeemed, the notes pay interest
periodically at the fixed per annum rate indicated below.
·
The notes are unsecured senior debt obligations of Citigroup Inc. All pa ym e nt s due on t he not e s a re subje c t t o t he
c re dit risk of Cit igroup I nc .
·
It is important for you to consider the information contained in this pricing supplement together with the information contained
in the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the
extent inconsistent with replaces, the description of the general terms of the notes set forth in the accompanying prospectus
supplement and prospectus.
K EY T ERM S

I ssue r:
Citigroup Inc. Upon at least 15 business days' notice, any wholly owned subsidiary of Citigroup
Inc. may, without the consent of any holder of the notes, assume Citigroup Inc.'s obligations under
the notes, and in such event Citigroup Inc. shall be released from its obligations under the notes,
subject to certain conditions, including the condition that Citigroup Inc. fully and unconditionally
guarantee all payments under the notes. See "Additional Terms of the Notes" in this pricing
supplement.
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
August 28, 2019
Origina l issue da t e :
August 30, 2019
M a t urit y da t e :
August 30, 2031. If the maturity date is not a business day, then the payment required to be
made on the maturity date will be made on the next succeeding business day with the same force
and effect as if it had been made on the maturity date. No additional interest will accrue as a
result of delayed payment.
Pa ym e nt a t m a t urit y:
$1,000 per note plus any accrued and unpaid interest
I nt e re st ra t e pe r a nnum :
From and including the original issue date to but excluding the maturity date, unless previously
redeemed by us: 3.00%
I nt e re st pe riod:
The period from and including the original issue date to but excluding the immediately following
interest payment date, and each successive period from and including an interest payment date to
but excluding the next interest payment date
I nt e re st pa ym e nt da t e s:
Semi-annually on the last day of each February and the 30th day of each August of each year,
commencing February 29, 2020, provided that if any such day is not a business day, the
applicable interest payment will be made on the next succeeding business day. No additional
interest will accrue on that succeeding business day. Interest will be payable to the persons in
whose names the notes are registered at the close of business on the business day preceding
each interest payment date, which we refer to as a regular record date, except that the interest
payment due at maturity or upon earlier redemption will be paid to the persons who hold the notes
on the maturity date or earlier date of redemption, as applicable.
Da y c ount c onve nt ion:
30/360 Unadjusted. See "Determination of Interest Payments" in this pricing supplement.
Re de m pt ion:
Beginning on August 30, 2022, we have the right to call the notes for mandatory redemption, in
whole and not in part, on any redemption date and pay to you 100% of the principal amount of the
notes plus accrued and unpaid interest to but excluding the date of such redemption. If we decide
to redeem the notes, we will give you notice at least five business days before the redemption
date specified in the notice.

So long as the notes are represented by global securities and are held on behalf of The
Depository Trust Company ("DTC"), redemption notices and other notices will be given by delivery
to DTC. If the notes are no longer represented by global securities and are not held on behalf of
DTC, redemption notices and other notices will be published in a leading daily newspaper in New
York City, which is expected to be The Wall Street Journal.
Re de m pt ion da t e s:
The last day of each February and the 30th day of each May, August and November beginning in
August 2022, provided that if any such day is not a business day, the applicable redemption date
will be the next succeeding business day. No additional interest will accrue as a result of such
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delay in payment.
Busine ss da y:
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on which
banking institutions are authorized or obligated by law or executive order to close
Busine ss da y c onve nt ion: Following
CU SI P / I SI N :
17298CH76 / US17298CH762
List ing:
The notes will not be listed on any securities exchange.
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal. See "General
Information--Supplemental information regarding plan of distribution; conflicts of interest" in this
pricing supplement.
U nde rw rit ing fe e a nd issue
I ssue pric e
U nde rw rit ing fe e (1)
Proc e e ds t o issue r (2)
pric e :
Pe r not e :
$1,000.00
$11.00
$989.00
T ot a l:
$10,000,000.00
$99,000.00
$9,901,000.00
(1) CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of up to $11.00
per 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. You should
refer to "Risk Factors" and "General Information--Fees and selling concessions" in this pricing supplement for more information. 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.

(2) 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. Se e "Risk Fa c t ors" be ginning on pa ge PS-2 .

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 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 prospectus supplement and prospectus, each of
which can be accessed via the following hyperlink:

Prospe c t us Supple m e nt da t e d J uly 1 1 , 2 0 1 9 a nd Prospe c t us da t e d J une 2 7 , 2 0 1 9

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 Inc.

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the notes. You should read the risk factors below
together with 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 our business more generally. We also urge you to consult your investment,
legal, tax, accounting and other advisors in connection with your investment in the notes.

T he not e s m a y be re de e m e d a t our opt ion, w hic h lim it s your a bilit y t o a c c rue int e re st ove r t he full t e rm
of t he not e s. We may redeem the notes, in whole but not in part, on any redemption date, upon not less than five business
days' notice. In the event that we redeem the notes, you will receive the principal amount of the notes and any accrued and
unpaid interest to but excluding the applicable redemption date. In this case, you will not have the opportunity to continue to
accrue and be paid interest to the maturity date of the notes.

M a rk e t int e re st ra t e s a t a pa rt ic ula r t im e w ill a ffe c t our de c ision t o re de e m t he not e s. It is more likely that
we will call the notes for redemption prior to their maturity date at a time when the interest rate on the notes is greater than
that which we would pay on a comparable debt security of Citigroup Inc. with a maturity comparable to the remaining term of
the notes. Consequently, if we redeem the notes prior to their maturity, you may not be able to invest in other securities with a
similar level of risk that yield as much interest as the notes.

An inve st m e nt in t he not e s m a y be m ore risk y t ha n a n inve st m e nt in not e s w it h a short e r t e rm . By
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purchasing notes with a relatively long term, you will bear greater exposure to fluctuations in interest rates than if you
purchased a note with a shorter term. In particular, you may be negatively affected if interest rates begin to rise, because the
likelihood that we will redeem your notes will decrease and the interest rate on the notes may be less than the amount of
interest you could earn on other investments with a similar level of risk available at such time. In addition, if you tried to sell
your notes at such time, the value of your notes in any secondary market transaction would also be adversely affected.

T he not e s a re subje c t t o t he c re dit risk of Cit igroup I nc ., a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o it s
c re dit ra t ings or c re dit spre a ds m a y a dve rse ly a ffe c t t he va lue of t he not e s. You are subject to the credit risk
of Citigroup Inc. If Citigroup Inc. defaults on its obligations under the notes, your investment would be at risk and you could
lose some or all of your investment. As a result, the value of the notes will be affected by changes in the market's view of
Citigroup Inc.'s creditworthiness. Any decline, or anticipated decline, in Citigroup Inc.'s credit ratings or any increase, or
anticipated increase, in the credit spreads charged by the market for taking Citigroup Inc. credit risk is likely to adversely affect
the value of 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 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.

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 "General Information--Temporary adjustment period" in this pricing supplement.

Se c onda ry m a rk e t sa le s of t he not e s m a y re sult in a loss of princ ipa l. You will be entitled to receive at least the
full stated principal amount of your notes, subject to the credit risk of Citigroup Inc., only if you hold the notes to maturity or
redemption. If you are able to sell your notes in the secondary market prior to maturity or redemption, you are likely to receive
less than the stated principal amount of the notes.

T he inc lusion of unde rw rit ing fe e s a nd proje c t e d profit from he dging in t he issue pric e is lik e ly t o
a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no changes in market conditions or other relevant factors, the
price, if any, at which CGMI may be willing to purchase the notes in secondary market transactions will likely be lower than the
issue price since the issue price of the notes includes, and secondary market prices are likely to exclude, any underwriting fees
paid with respect to the notes, as well as the cost of hedging our obligations under the notes. The cost of hedging includes the
projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging
transactions. The secondary market prices for the notes are also likely to be reduced by the costs of unwinding the related
hedging transactions. Our affiliates may realize a profit from the hedging activity even if the value of the notes declines. In
addition, any secondary market prices for the notes may differ from values determined by pricing models used by CGMI, as a
result of dealer discounts, mark-ups or other transaction costs.

T he pric e a t w hic h you m a y be a ble t o se ll your not e s prior t o m a t urit y w ill de pe nd on a num be r of
fa c t ors a nd m a y be subst a nt ia lly le ss t ha n t he a m ount you origina lly inve st . A number of factors will influence
the value of the notes in any secondary market that may develop and the price at which CGMI may be willing to purchase the
notes in any such secondary market, including: interest rates in the market and the volatility of such rates, the time remaining
to maturity of the notes, hedging

PS-2
Citigroup Inc.

activities by our affiliates, any fees and projected hedging fees and profits, expectations about whether we are likely to redeem
the notes and any actual or anticipated changes in the credit ratings, financial condition and results of Citigroup Inc. The value
of the notes will vary and is likely to be less than the issue price at any time prior to maturity or redemption, and sale of the
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notes prior to maturity or redemption may result in a loss.

T he U .S. fe de ra l t a x c onse que nc e s of a n a ssum pt ion of t he not e s a re unc le a r. The notes may be assumed by
a successor issuer, as discussed in "Additional Terms of the Notes." The law regarding whether or not such an assumption
would be considered a taxable modification of the notes is not entirely clear and, if the Internal Revenue Service (the "IRS")
were to treat the assumption as a taxable modification, a U.S. Holder would generally be required to recognize gain (if any) on
the notes and the timing and character of income recognized with respect to the notes after the assumption could be affected
significantly. You should read carefully the discussion under "United States Federal Income Tax Considerations" in this pricing
supplement. You should also consult your tax adviser regarding the U.S. federal tax consequences of an assumption of the
notes.

Additional Terms of the Notes

The notes are intended to qualify as eligible debt securities for purposes of the Federal Reserve's total loss-absorbing capacity
("TLAC") rule. As a result, in the event of a Citigroup Inc. bankruptcy, Citigroup Inc.'s losses and any losses incurred by its
subsidiaries would be imposed first on Citigroup Inc.'s shareholders and then on its unsecured creditors, including the holders of
the notes. Further, in a bankruptcy proceeding of Citigroup Inc. any value realized by holders of the notes may not be sufficient to
repay the amounts owed on the notes. For more information about the consequences of "TLAC" on the notes, you should refer to
the "Citigroup Inc." section beginning on page 8 of the accompanying prospectus.

Upon at least 15 business days' notice, any wholly owned subsidiary (the "successor issuer") of Citigroup Inc. may, without the
consent of any holder of the notes, assume all of Citigroup Inc.'s obligations under the notes, and in such event Citigroup Inc. shall
be released from its obligations under the notes (in each case, except as described below), subject to the following conditions:

(a) Citigroup Inc. shall enter into a supplemental indenture under which Citigroup Inc. fully and unconditionally guarantees all
payments on the notes when due, agrees to comply with the covenants described in the section "Description of Debt Securities
--Covenants--Limitations on Liens" and "--Limitations on Mergers and Sales of Assets" in the accompanying prospectus as
applied to itself and retains certain reporting obligations under the indenture;

(b) the successor issuer shall be organized under the laws of the United States of America, any State thereof or the District of
Columbia; and

(c) immediately after giving effect to such assumption of obligations, no default or event of default shall have occurred and be
continuing.

Upon any such assumption, the successor issuer shall succeed to and be substituted for, and may exercise every right and power
of, Citigroup Inc. under the notes with the same effect as if such successor issuer had been named as the original issuer of the
notes, and Citigroup Inc. shall be relieved from all obligations and covenants under the notes, except that Citigroup Inc. shall have
the obligations described in clause (a) above. For the avoidance of doubt, the successor issuer shall not be responsible for
Citigroup Inc.'s compliance with the covenants described in clause (a) above.

If a successor issuer assumes the obligations of Citigroup Inc. under the notes as described above, events of bankruptcy or
insolvency or resolution proceedings relating to Citigroup Inc. will not constitute an event of default with respect to the notes, nor
will any breach of a covenant by Citigroup Inc. (other than payment default). Therefore, if a successor issuer assumes the
obligations of Citigroup Inc. under the notes as described above, events of bankruptcy or insolvency or resolution proceedings
relating to Citigroup Inc. (in the absence of any such event occurring with respect to the successor issuer) will not give holders the
right to declare the notes to be due and payable, and a breach of a covenant by Citigroup Inc. (including the covenants described
in the section "Description of Debt Securities--Covenants--Limitations on Liens" and "--Limitations on Mergers and Sales of
Assets" in the accompanying prospectus), other than payment default, will not give holders the right to declare the notes to be due
and payable. Furthermore, if a successor issuer assumes the obligations of Citigroup Inc. under the notes as described above, it
will not be an event of default under the notes if the guarantee of the notes by Citigroup Inc. ceases to be in full force and effect or
if Citigroup Inc. repudiates the guarantee.

There are no restrictions on which subsidiary of Citigroup Inc. may be a successor issuer other than as specifically set forth above.
The successor issuer may be less creditworthy than Citigroup Inc. and/or may have no or nominal assets. If Citigroup Inc. is
resolved in bankruptcy, insolvency or other resolution proceedings and the notes are not contemporaneously declared due and
payable, and if the successor issuer is subsequently resolved in later bankruptcy, insolvency or other resolution proceedings, the
value you receive on the notes may be significantly less than what you would have received had the notes been declared due and
payable immediately upon certain events of bankruptcy or insolvency or resolution proceedings relating to Citigroup Inc. or the
breach of a covenant by Citigroup Inc.
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The notes are "specified securities" for purposes of the indenture. The terms set forth above do not apply to all securities issued
under the indenture, but only to the notes offered by this pricing supplement (and similar terms may apply to other securities issued
by Citigroup Inc. that are identified as "specified securities" in the applicable pricing supplement).

PS-3
Citigroup Inc.

You should read carefully the discussion of U.S. federal tax consequences of any such assumption under "United States Federal
Tax Considerations" in this pricing supplement.

Ge ne ra l I nform a t ion
T e m pora ry a djust m e nt
For a period of approximately six months following issuance of the notes, the price, if any, at
pe riod:
which CGMI would be willing to buy the notes from investors, and the value that will be indicated
for the notes on any brokerage account statements prepared by CGMI or its affiliates (which
value CGMI may also publish through one or more financial information vendors), will reflect a
temporary upward adjustment from the price or value that would otherwise be determined. This
temporary upward adjustment represents a portion of the hedging profit expected to be realized
by CGMI or its affiliates over the term of the notes. The amount of this temporary upward
adjustment will decline to zero on a straight-line basis over the six-month temporary adjustment
period. However, CGMI is not obligated to buy the notes from investors at any time. See "Risk
Factors--The notes will not be listed on any securities exchange and you may not be able to sell
them prior to maturity."
U .S. fe de ra l inc om e t a x
The notes will be treated for U.S. federal income tax purposes as fixed rate debt instruments that
c onside ra t ions:
are issued without original issue discount.

Under their terms, the notes may be assumed by a successor issuer, in which case we will
guarantee the successor issuer's payment obligations under the notes. See "Additional Terms of
the Notes." We intend to treat such an assumption as not giving rise to a taxable modification of
the notes. While our counsel, Davis Polk & Wardwell LLP, believes this treatment of such an
assumption is reasonable under current law and based on the expected circumstances of the
assumption, it has not rendered an opinion regarding such treatment in light of the lack of clear
authority addressing the consequences of such an assumption. Provided that an assumption of
the notes is not a taxable modification, the U.S. federal income tax treatment of the notes would
not be affected by the assumption. However, if the IRS were to treat an assumption of the notes
as a taxable modification, the timing and character of income recognized with respect to the
notes after the assumption could be affected significantly, depending on circumstances at the
time of the assumption. Moreover, a U.S. Holder (as defined in the accompanying prospectus
supplement) would generally be required to recognize gain (if any) with respect to the notes at
the time of the assumption in the same manner as described in the accompanying prospectus
supplement in respect of a sale or other taxable disposition of the notes. You should consult your
tax adviser regarding the consequences of an assumption of the notes.

Both U.S. and non-U.S. persons considering an investment in the notes should read the
discussion under "United States Federal Tax Considerations," and in particular the sections
entitled "United States Federal Tax Considerations--Tax Consequences to U.S. Holders," "--Tax
Consequences to Non-U.S. Holders" and "--FATCA" in the accompanying prospectus
supplement for more information regarding the U.S. federal income tax consequences of an
investment in the notes.
T rust e e :
The Bank of New York Mellon (as trustee under an indenture dated November 13, 2013) will
serve as trustee for the notes.
U se of proc e e ds a nd
The net proceeds received from the sale of the notes will be used for general corporate
he dging:
purposes and, in part, in connection with hedging our obligations under the notes through one or
more of our affiliates.

Hedging activities related to the notes by one or more of our affiliates involved trading in one or
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more instruments, such as options, swaps and/or futures, and/or taking positions in any other
available securities or instruments that we may wish to use in connection with such hedging and
may include adjustments to such positions during the term of the notes. It is possible that our
affiliates may profit from this hedging activity, even if the value of the notes declines. Profit or
loss from this hedging activity could affect the price at which Citigroup Inc.'s affiliate, CGMI, may
be willing to purchase your notes in the secondary market. For further information on our use of
proceeds and hedging, see "Use of Proceeds and Hedging" in the accompanying prospectus.
ERI SA a nd I RA purc ha se
Please refer to "Benefit Plan Investor Considerations" in the accompanying prospectus
c onside ra t ions:
supplement for important information for investors that are ERISA or other benefit plans or
whose underlying assets include assets of such plans.
Fe e s a nd se lling
CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as

PS-4
Citigroup Inc.

c onc e ssions:
principal and will receive an underwriting fee of up to $11.00 for each note sold in this offering.
The actual underwriting fee will be equal to up to $11.00 for each note sold by CGMI directly to
the public and will otherwise be equal to the selling concession provided to selected dealers, as
described in this paragraph. CGMI will pay selected dealers a selling concession of up to $11.00
for each note 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 notes declines. You should refer to "Risk Factors" above
and the section "Use of Proceeds and Hedging" in the accompanying prospectus.
Supple m e nt a l inform a t ion
The terms and conditions set forth in the Amended and Restated Global Selling Agency
re ga rding pla n of
Agreement dated April 7, 2017 among Citigroup Inc. and the agents named therein, including
dist ribut ion; c onflic t s of
CGMI, govern the sale and purchase of the notes.
int e re st :

The notes will not be listed on any securities exchange.

In order to hedge its obligations under the notes, Citigroup Inc. has entered into one or more
swaps or other derivatives transactions with one or more of its affiliates. You should refer to the
section "General Information--Use of proceeds and hedging" in this pricing supplement and the
section "Use of Proceeds and Hedging" in the accompanying prospectus.

CGMI is an affiliate of Citigroup Inc. Accordingly, the offering of the notes will conform with the
requirements addressing conflicts of interest when distributing the securities of an affiliate set
forth in Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. Client
accounts over which Citigroup Inc., its subsidiaries or affiliates of its subsidiaries have investment
discretion are not permitted to purchase the notes, either directly or indirectly, without the prior
written consent of the client.

See "Plan of Distribution; Conflicts of Interest" in the accompanying prospectus supplement for
more information.
Pa ying a ge nt :
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security
representing the notes as custodian for The Depository Trust Company ("DTC").
Cont a c t :
Clients may contact their local brokerage representative.

We encourage you to also read the accompanying prospectus supplement and prospectus, which can be accessed via the
hyperlink on the cover page of this pricing supplement.

Determination of Interest Payments

On each interest payment date, the amount of each interest payment will equal (i) the stated principal amount of the notes
multiplied by the interest rate, multiplied by (ii) (180/360). If we call the notes for mandatory redemption on a redemption date that
is not also an interest payment date, the amount of interest included in the payment you receive upon redemption will equal (i) the
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stated principal amount of the notes multiplied by the interest rate, multiplied by (ii) (90/360).

Hypothetical Examples

The following examples illustrate how the payments on the notes will be calculated with respect to various hypothetical interest
payment dates and redemption dates, depending on whether we exercise our right in our sole discretion to redeem the notes on a
redemption date or, if we do not redeem the notes prior to the maturity date, whether the interest payment date is the maturity
date. The hypothetical payments in the following examples are for illustrative purposes only, do not illustrate all possible payments
on the notes and may not correspond to the actual payment for any interest payment date applicable to a holder of the notes. The
numbers appearing in the following examples have been rounded for ease of analysis.

Ex a m ple 1 : T he int e re st pa ym e nt da t e is not a re de m pt ion da t e , or it is a re de m pt ion da t e but w e c hoose
not t o e x e rc ise our right t o re de e m t he not e s on t ha t da t e .

In this example, we would pay you an interest payment on the interest payment date per note calculated as follows:

($1,000 × 3.00%) × (180/360) = $15.00

Because the notes are not redeemed on the interest payment date, the notes would remain outstanding and would continue to
accrue interest.

Ex a m ple 2 : We e le c t t o e x e rc ise our right t o re de e m t he not e s on t he se c ond re de m pt ion da t e , w hic h is not
a n int e re st pa ym e nt da t e .

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In this example, we would pay you on the second redemption date the stated principal amount of the notes plus an interest
payment per note calculated as follows:

($1,000 × 3.00%) × (90/360) = $7.50

Therefore, you would receive a total of $1,007.50 per note (the stated principal amount plus $7.50 of interest) on the second
redemption date. Because the notes are redeemed on the second redemption date, you would not receive any further payments
from us.

Ex a m ple 3 : T he not e s a re not re de e m e d prior t o t he m a t urit y da t e a nd t he int e re st pa ym e nt da t e is t he
m a t urit y da t e .

In this example, we would pay you on the maturity date, the stated principal amount of the notes plus an interest payment per note
calculated as follows:

($1,000 × 3.00%) × (180/360) = $15.00

Therefore, you would receive a total of $1,015.00 per note (the stated principal amount plus $15.00 of interest) on the maturity date,
and you will not receive any further payments from us.

Be c a use w e ha ve t he right t o re de e m t he not e s prior t o t he m a t urit y da t e , t he re is no a ssura nc e t ha t t he
not e s w ill re m a in out st a nding unt il t he m a t urit y da t e . Y ou should e x pe c t t he not e s t o re m a in out st a nding
a ft e r t he first re de m pt ion da t e only if t he int e re st ra t e pa ya ble on t he not e s is unfa vora ble t o you a s
c om pa re d t o ot he r m a rk e t ra t e s on c om pa ra ble inve st m e nt s a t t ha t t im e .

Certain Selling Restrictions

Hong Kong Special Administrative Region
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The contents of this pricing supplement and the accompanying prospectus supplement and prospectus have not been reviewed by
any regulatory authority in the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"). Investors
are advised to exercise caution in relation to the offer. If investors are in any doubt about any of the contents of this pricing
supplement and the accompanying prospectus supplement and prospectus, they should obtain independent professional advice.

The notes have not been offered or sold and will not be offered or sold in Hong Kong by means of any document, other than

(i)
to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or

(ii)
to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the
"Securities and Futures Ordinance") and any rules made under that Ordinance; or

(iii)
in other circumstances which do not result in the document being a "prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that
Ordinance; and

There is no advertisement, invitation or document relating to the notes which is directed at, or the contents of which are likely to be
accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with
respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional
investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits and are not
covered by the Hong Kong Deposit Protection Scheme.

Singapore

This pricing supplement and the accompanying prospectus supplement and prospectus have not been registered as a prospectus
with the Monetary Authority of Singapore, and the notes will be offered pursuant to exemptions under the Securities and Futures
Act, Chapter 289 of Singapore (the "Securities and Futures Act"). Accordingly, the notes may not be offered or sold or made the
subject of an invitation for subscription or purchase nor may this pricing supplement or any other document or material in
connection with the offer or sale or invitation for subscription or purchase of any notes be circulated or distributed, whether directly
or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and
Futures Act, (b) to a relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section
275(1A) of the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and
Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities
and Futures Act. Where the notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant
person which is:

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Citigroup Inc.

(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act))
the sole business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or

(b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary is an individual who is an accredited investor, securities (as defined in Section 239(1) of the
Securities and Futures Act) of that corporation or the beneficiaries' rights and interests (howsoever described) in
that trust shall not be transferable for 6 months after that corporation or that trust has acquired the relevant
securities pursuant to an offer under Section 275 of the Securities and Futures Act except:

(i)
to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and
Futures Act or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B)
of the Securities and Futures Act; or

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(ii)
where no consideration is or will be given for the transfer; or

(iii)
where the transfer is by operation of law; or

(iv)
pursuant to Section 276(7) of the Securities and Futures Act; or

(v)
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005 of Singapore.

Any notes referred to herein may not be registered with any regulator, regulatory body or similar organization or institution in any
jurisdiction.

The notes are Specified Investment Products (as defined in the Notice on Recommendations on Investment Products and Notice
on the Sale of Investment Product issued by the Monetary Authority of Singapore on 28 July 2011) that is neither listed nor quoted
on a securities market or a futures market.

Non-insured Product: These notes are not insured by any governmental agency. These notes are not bank deposits. These notes
are not insured products subject to the provisions of the Deposit Insurance and Policy Owners' Protection Schemes Act 2011 of
Singapore and are not eligible for deposit insurance coverage under the Deposit Insurance Scheme.

Prohibition of Sales to EEA Retail Investors

The notes may not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For the
purposes of this provision:

a)
the expression "retail investor" means a person who is one (or more) of the following:

(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or

(ii)
a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or

(iii)
not a qualified investor as defined in Directive 2003/71/EC; and

b)
the expression "offer" includes the communication in any form and by any means of sufficient information on the
terms of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the
notes.

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as special products counsel to Citigroup Inc., when the notes offered by this pricing
supplement have been executed and issued by Citigroup Inc. and authenticated by the trustee pursuant to the indenture, and
delivered against payment therefor, such notes will be valid and binding obligations of Citigroup Inc., enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of
reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and
the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer
or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date of this pricing
supplement and is limited to the laws of the State of New York, except that such counsel expresses no opinion as to the
application of state securities or Blue Sky laws to the notes.

In giving this opinion, Davis Polk & Wardwell LLP has assumed the legal conclusions expressed in the opinion set forth below of
Barbara Politi, Assistant General CounselCapital Markets of Citigroup Inc. In addition, this opinion is subject to the assumptions
set forth in the letter of Davis Polk & Wardwell LLP dated May 17, 2018, which has been filed as an exhibit to a Current Report on
Form 8-K filed by Citigroup Inc. on May 17, 2018, that the indenture has been duly authorized, executed and delivered by, and is a
valid, binding and enforceable agreement of the trustee and that none of the terms of the notes nor the issuance and delivery of the
notes, nor the compliance by Citigroup Inc. with the terms of the notes, will result in a violation of any provision of any instrument
or agreement then binding upon Citigroup Inc. or any restriction imposed by any court or governmental body having jurisdiction over
Citigroup Inc.

In the opinion of Barbara Politi, Assistant General CounselCapital Markets of Citigroup Inc., (i) the terms of the notes offered by
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this pricing supplement have been duly established under the indenture and the Board of Directors (or a duly authorized committee
thereof)

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Citigroup Inc.

of Citigroup Inc. has duly authorized the issuance and sale of such notes and such authorization has not been modified or
rescinded; (ii) Citigroup Inc. is validly existing and in good standing under the laws of the State of Delaware; (iii) the indenture has
been duly authorized, executed and delivered by Citigroup Inc.; and (iv) the execution and delivery of such indenture and of the
notes offered by this pricing supplement by Citigroup Inc., and the performance by Citigroup Inc. of its obligations thereunder, are
within its corporate powers and do not contravene its certificate of incorporation or bylaws or other constitutive documents. This
opinion is given as of the date of this pricing supplement and is limited to the General Corporation Law of the State of Delaware.

Barbara Politi, or other internal attorneys with whom she has consulted, has examined and is familiar with originals, or copies
certified or otherwise identified to her satisfaction, of such corporate records of Citigroup Inc., certificates or documents as she has
deemed appropriate as a basis for the opinions expressed above. In such examination, she or such persons has assumed the legal
capacity of all natural persons, the genuineness of all signatures (other than those of officers of Citigroup Inc.), the authenticity of all
documents submitted to her or such persons as originals, the conformity to original documents of all documents submitted to her or
such persons as certified or photostatic copies and the authenticity of the originals of such copies.

Additional Information

We reserve the right to withdraw, cancel or modify any offering of the notes and to reject orders in whole or in part prior to their
issuance.

© 2019 Citigroup Global Markets Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of
Citigroup Inc. or its affiliates and are used and registered throughout the world.

PS-8

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Document Outline

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