Obligation Citigroup 3% ( US17298CHD39 ) en USD

Citigroup

100 % ▲

Etas-Unis

US17298CHD39 ( en USD )

3% par an ( paiement semestriel )

30/10/2031

Prospectus brochure de l'obligation Citigroup US17298CHD39 en USD 3%, échéance 30/10/2031

1 000 USD

14 073 000 USD

17298CHD3

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

30/04/2025 ( Dans 27 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 US17298CHD39, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/10/2031

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US17298CHD39, 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 US17298CHD39, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp114851_424b2-222.htm PRICING SUPPLEMENT
Citigroup Inc.
Oc t obe r 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 5 5
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 October 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 :
October 28, 2019
Origina l issue da t e :
October 30, 2019
M a t urit y da t e :
October 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 30th day of each April and October of each year, commencing April 30,
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 October 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 30th day of each January, April, July and October beginning in October 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 delay in
payment.
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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 :
17298CHD3 / US17298CHD39
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
$15.00
$985.00
T ot a l:
$14,073,000.00
$188,578.20
$13,884,421.80
(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 $15.00 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
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
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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 notes prior to maturity or redemption may result in a loss.

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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
c onside ra t ions:
that 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.
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Hedging activities related to the notes by one or more of our affiliates involved trading in one or
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 $15.00 for each note sold in this offering.
The actual underwriting fee will be equal to up to $15.00 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
$15.00 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.

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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 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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Citigroup Inc.

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 .
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Certain Selling Restrictions

Hong Kong Special Administrative Region

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:

(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

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Citigroup Inc.

(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:

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(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

(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
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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 this pricing supplement have been duly established under the indenture and the Board of Directors (or a duly authorized
committee thereof) 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

PS-7
Citigroup Inc.

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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