Bond Citi Global Markets 17.5% ( US17324XUW81 ) in USD

Citi Global Markets

100 % ▲

United States

US17324XUW81 ( in USD )

17.5% per year ( payment 2 times a year)

30/11/2022 - Bond has expired

Prospectus brochure of the bond Citigroup Global Markets Holdings US17324XUW81 in USD 17.5%, expired

1 000 USD

2 085 000 USD

17324XUW8

N/A

Citigroup Global Markets Holdings Inc. is a subsidiary of Citigroup Inc. providing a wide range of financial services, including securities brokerage, investment banking, and trading across various asset classes globally.

The Bond issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17324XUW81, pays a coupon of 17.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/11/2022

The Bond issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17324XUW81, was rated NR by Moody's credit rating agency.

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424B2 1 dp116686_424b2-us1983624.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
November 26, 2019
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2019-USNCH3172
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and
333-224495-03
Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of Twitter,
Inc., FedEx Corporation, Microsoft Corporation and American Airlines Group Inc. Due November 30,
2022
The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets
Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for periodic contingent coupon payments
at an annualized rate that, if al are paid, would produce a yield that is general y higher than the yield on our conventional
debt securities of the same maturity. In exchange for this higher potential yield, you must be wil ing to accept the risks
that (i) your actual yield may be lower than the yield on our conventional debt securities of the same maturity because
you may not receive one or more, or any, contingent coupon payments, (i ) your actual yield may be negative because
the value of what you receive at maturity may be significantly less than the stated principal amount of your securities,
and may be zero, and (i i) the securities may be automatical y cal ed for redemption prior to maturity beginning on the
first potential autocal date specified below. Each of these risks wil depend solely on the performance of the worst
performing of the underlyings specified below.
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. Although you wil have downside exposure to the worst performing underlying,
you wil not receive dividends with respect to any underlying or participate in any appreciation of any underlying.
Investors in the securities must be wil ing to accept (i) an investment that may have limited or no liquidity and (i ) the risk
of not receiving any payments 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.
Underlyings:
Initial underlying Coupon barrier
Final barrier
Underlying
value*
value**
value**
Equity ratio***
Twitter, Inc.
$30.96
$17.028
$17.028
32.29974
FedEx Corporation
$161.50
$88.825
$88.825
6.19195
Microsoft Corporation
$152.03
$83.617
$83.617
6.57765
American Airlines
Group Inc.
$29.05
$15.978
$15.978
34.42341

*For each underlying, its closing value on the pricing date
**For each underlying, 55.00% of its initial underlying value
***For each underlying, the stated principal amount divided by its initial underlying value
Stated principal
$1,000 per security
amount:
Pricing date:
November 26, 2019
Issue date:
November 29, 2019
Valuation dates:
February 26, 2020, May 26, 2020, August 26, 2020, November 27, 2020, February 26, 2021, May
26, 2021, August 26, 2021, November 26, 2021, February 28, 2022, May 26, 2022, August 26,
2022 and November 28, 2022 (the "final valuation date"), each subject to postponement if such
date is not a scheduled trading day or certain market disruption events occur
Maturity date:
Unless earlier redeemed, November 30, 2022
Contingent coupon
The fifth business day after each valuation date, except that the contingent coupon payment date
payment dates:
fol owing the final valuation date wil be the maturity date
Contingent coupon: On each contingent coupon payment date, unless previously redeemed, the securities wil pay a
contingent coupon equal to 4.375% of the stated principal amount of the securities (equivalent to a
contingent coupon rate of 17.50% per annum) if and only if the closing value of the worst
performing underlying on the immediately preceding valuation date is greater than or equal to its
coupon barrier value. If the closing value of the worst performing underlying on any valuation
date is less than its coupon barrier value, you will not receive any contingent coupon
payment on the immediately following contingent coupon payment date.
Payment at maturity: If the securities are not automatical y redeemed prior to maturity, you wil receive at maturity for
each security you then hold (in addition to the final contingent coupon payment, if applicable):
§ If the final underlying value of the worst performing underlying on the final valuation date is
greater than or equal to its final barrier value: $1,000
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§ If the final underlying value of the worst performing underlying on the final valuation date is
less than its final barrier value:
a fixed number of underlying shares of the worst performing underlying on the final valuation
date equal to its equity ratio (or, if we elect, the cash value of those shares based on its final
underlying value)
If the securities are not automatically redeemed prior to maturity and the final underlying
value of the worst performing underlying on the final valuation date is less than its final
barrier value, you will receive underlying shares (or, in our sole discretion, cash) expected
to be worth significantly less than the stated principal amount of your securities, and
possibly nothing, at maturity, and you will not receive any contingent coupon payment at
maturity.
Listing:
The securities wil not be listed on any securities exchange
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and
Issue price(1)(2)
Underwriting fee(3)
Proceeds to issuer(4)
issue price:
Per security:
$1,000.00
$32.50
$967.50
Total:
$2,085,000.00
$67,762.50
$2,017,237.50
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $957.90 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) The issue price for investors purchasing the securities in fee-based advisory accounts will be $972.50 per security, assuming no
custodial fee is charged by a selected dealer, and up to $977.50 per security, assuming the maximum custodial fee is charged by a
selected dealer. See "Supplemental Plan of Distribution" in this pricing supplement.
(3) CGMI will receive an underwriting fee of up to $32.50 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. From this underwriting fee, CGMI will pay selected dealers not
affiliated with CGMI a variable selling concession of up to $32.50 for each security they sell. In addition, CGMI will pay selected dealers
not affiliated with CGMI a structuring fee of up to $7.50 for each security they sell. We may also engage other firms to provide marketing
or promotional services in connection with the distribution of the securities. CGMI will pay these service providers a fee of up to $7.50
per security in consideration for providing marketing, education, structuring or referral services with respect to financial advisors or
selected dealers. For more information on the distribution of the 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.
(4) 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, 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, prospectus
supplement and prospectus, which can be accessed via the hyperlinks below:
Product Supplement No. EA-04-08 dated February 15, 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.

KEY TERMS (continued)
Automatic early
If, on any potential autocal date, the closing value of the worst performing underlying on that
redemption:
potential autocal date is greater than or equal to its initial underlying value, each security you
then hold wil be automatical y cal ed on that potential autocal date for redemption on the
immediately fol owing contingent coupon payment date for an amount in cash equal to
$1,000.00 plus the related contingent coupon payment. The automatic early redemption
feature may significantly limit your potential return on the securities. If the worst
performing underlying performs in a way that would otherwise be favorable, the
securities are likely to be automatically called for redemption prior to maturity, cutting
short your opportunity to receive contingent coupon payments. The securities may be
automatically called for redemption as early as the first potential autocall date
specified below.
Potential autocall dates:
Each valuation date beginning in February 2020 and ending in August 2022
Final underlying value:
For each underlying, its closing value on the final valuation date
Worst performing
For any valuation date, the underlying with the lowest underlying return determined as of that
underlying:
valuation date
Underlying return:
For each underlying on any valuation date, (i) its closing value on that valuation date minus
its initial underlying value, divided by (i ) its initial underlying value
CUSIP / ISIN:
17324XUW8 / US17324XUW81

Additional Information

General. 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. It is important that you read the
accompanying product 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.

Closing Value. The "closing value" of each underlying on any date is the closing price of its underlying shares on such
date, as provided in the accompanying product supplement. The "underlying shares" of the underlyings are their respective
shares of common stock. Please see the accompanying product supplement for more information.

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Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The examples in the first section below il ustrate how to determine whether a contingent coupon wil be paid and whether
the securities wil be automatical y cal ed for redemption fol owing a valuation date that is also a potential autocal date.
The examples in the second section below il ustrate how to determine the payment at maturity on the securities, assuming
the securities are not automatical y redeemed prior to maturity. The examples are solely for il ustrative purposes, do not
show al possible outcomes and are not a prediction of any payment that may be made on the securities.

The examples below are based on the fol owing hypothetical values and do not reflect the actual initial underlying values,
coupon barrier values, final barrier values or equity ratios of the underlyings. For the actual initial underlying value, coupon
barrier value, final barrier value and equity ratio 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 payments on the securities wil be calculated
based on the actual initial underlying value, coupon barrier value, final barrier value and equity ratio of each underlying,
and not the hypothetical values indicated below. For ease of analysis, figures below have been rounded.

Hypothetical initial
Hypothetical coupon
Hypothetical final
Hypothetical equity
Underlying
underlying value
barrier value
barrier value
ratio
$55.00 (55.00% of its
$55.00 (55.00% of its
hypothetical initial
hypothetical initial
Twitter, Inc.
$100.00
underlying value)
underlying value)
10.00000
$55.00 (55.00% of its
$55.00 (55.00% of its
hypothetical initial
hypothetical initial
FedEx Corporation
$100.00
underlying value)
underlying value)
10.00000
$55.00 (55.00% of its
$55.00 (55.00% of its
hypothetical initial
hypothetical initial
Microsoft Corporation
$100.00
underlying value)
underlying value)
10.00000
$55.00 (55.00% of its
$55.00 (55.00% of its
American Airlines
hypothetical initial
hypothetical initial
Group Inc.
$100.00
underlying value)
underlying value)
10.00000

Hypothetical Examples of Contingent Coupon Payments and any Payment upon Automatic Early Redemption
Following a Valuation Date that is also a Potential Autocall Date

The three hypothetical examples below il ustrate how to determine whether a contingent coupon wil be paid and whether
the securities wil be automatical y redeemed fol owing a hypothetical valuation date that is also a potential autocal date,
assuming that the closing values of the underlyings on the hypothetical valuation date are as indicated below.

Hypothetical
payment per
Hypothetical
Hypothetical
Hypothetical
$1,000.00
closing value of
closing value of closing value of
security on
Hypothetical closing
FedEx
Microsoft
American Airlines
related
value of Twitter, Inc. on Corporation on
Corporation on
Group Inc. on
contingent
hypothetical valuation
hypothetical
hypothetical
hypothetical
coupon payment

date
valuation date
valuation date
valuation date
date
$85
$115
$140
$120
(underlying return (underlying return (underlying return
$43.75
(underlying return =
=
=
=
(contingent coupon
($120 - $100) / $100 = ($85 - $100) / $100
($115 - $100) /
($140 - $100) /
is paid; securities
Example 1
20%)
= -15%)
$100 = 15%)
$100 = 40%)
not redeemed)
$120
$110
$110
$45
(underlying return (underlying return (underlying return
$0.00
(underlying return =
=
=
=
(no contingent
($45 - $100) / $100 =
($120 - $100) /
($110 - $100) /
($110 - $100) /
coupon; securities
Example 2
-55%)
$100 = 20%)
$100 = 10%)
$100 = 10%)
not redeemed)
Example 3
$145
$115
$110
$145
$1,043.75
(underlying return =
(underlying return (underlying return (underlying return (contingent coupon
($145 - $100) / $100 =
=
=
=
is paid; securities
45%)
redeemed)
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($115 - $100) /
($110 - $100) /
($145 - $100) /
$100 = 15%)
$100 = 10%)
$100 = 45%)

Example 1: On the hypothetical valuation date, FedEx Corporation has the lowest underlying return and, therefore, is the
worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing
underlying on the hypothetical valuation date is greater than its coupon barrier value but less than its initial underlying
value. As a result, investors in the securities would receive the contingent coupon payment on the related contingent
coupon payment date and the securities would not be automatical y redeemed.

Example 2: On the hypothetical valuation date, Twitter, Inc. has the lowest underlying return and, therefore, is the worst
performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing
underlying on the hypothetical valuation date is less than its coupon barrier value. As a result, investors would not receive
any payment on the related contingent coupon payment date and the securities would not be automatical y redeemed.

Investors in the securities will not receive a contingent coupon on the contingent coupon payment date following
a valuation date if the closing value of the worst performing underlying on that valuation date is less than its
coupon barrier value. Whether a contingent coupon is paid following a valuation date depends solely on the
closing value of the worst performing underlying on that valuation date.

Example 3: On the hypothetical valuation date, Microsoft Corporation has the lowest underlying return and, therefore, is
the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst
performing underlying on the hypothetical valuation

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Citigroup Global Markets Holdings Inc.

date is greater than both its coupon barrier value and its initial underlying value. As a result, the securities would be
automatical y redeemed on the related contingent coupon payment date for an amount in cash equal to $1,000.00 plus the
related contingent coupon payment.

If the hypothetical valuation date were not also a potential autocal date, the securities would not be automatical y
redeemed on the related contingent coupon payment date.

Hypothetical Examples of the Payment at Maturity on the Securities

The next three hypothetical examples il ustrate the calculation of the payment at maturity on the securities, assuming that
the securities have not been earlier automatical y redeemed and that the final underlying values of the underlyings are as
indicated below.

Hypothetical final
Hypothetical
Hypothetical final Hypothetical final underlying value
payment at
Hypothetical final
underlying value underlying value
of American
maturity per
underlying value of
of FedEx
of Microsoft
Airlines Group
$1,000.00

Twitter, Inc.
Corporation
Corporation
Inc.
security
$120
$125
$155
$110
(underlying return (underlying return (underlying return
(underlying return =
=
=
=
($110 - $100) / $100 =
($120 - $100) /
($125 - $100) /
($155 - $100) /
Example 4
10%)
$100 = 20%)
$100 = 25%)
$100 = 55%)
$1,043.75
A number of
underlying
shares of the
worst performing
underlying on the
final valuation
date (or, in our
$110
$30
$110
sole discretion,
$110
(underlying return (underlying return (underlying return
cash) worth
(underlying return =
=
=
=
$300.00 based on
($110 - $100) / $100 =
($110 - $100) /
($30 - $100) / $100
($110 - $100) /
its final underlying
Example 5
10%)
$100 = 10%)
= -70%)
$100 = 10%)
value
A number of
underlying
shares of the
worst performing
underlying on the
final valuation
$90
$85
$40
date (or, in our
$0
(underlying return (underlying return (underlying return sole discretion,
(underlying return =
=
=
=
cash) worth $0.00
($0 - $100) / $100 =
($90 - $100) / $100 ($85 - $100) / $100 ($40 - $100) / $100 based on its final
Example 6
-100%)
= -10%)
= -15%)
= -60%)
underlying value

Example 4: On the final valuation date, Twitter, Inc. has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing
underlying on the final valuation date is greater than its final barrier value. Accordingly, at maturity, you would receive the
stated principal amount of the securities plus the contingent coupon payment due at maturity, but you would not participate
in the appreciation of any of the underlyings.

Example 5: On the final valuation date, Microsoft Corporation has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing
underlying on the final valuation date is less than its final barrier value. Accordingly, at maturity, you would receive for each
security you then hold a fixed number of underlying shares of the worst performing underlying on the final valuation date
equal to its equity ratio (or, at our option, the cash value thereof).

In this scenario, the value of a number of underlying shares of the worst performing underlying on the final valuation date
equal to its equity ratio, based on its final underlying value, would be $300.00. Therefore, the value of the underlying
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shares of the worst performing underlying on the final valuation date (or, in our discretion, cash) you receive at maturity
would be significantly less than the stated principal amount of your securities. You would incur a loss based on the
performance of the worst performing underlying on the final valuation date. In addition, because the final underlying value
of the worst performing underlying on the final valuation date is below its coupon barrier value, you would not receive any
contingent coupon payment at maturity.

If the final underlying value of the worst performing underlying on the final valuation date is less than its final barrier value,
we wil have the option to deliver to you on the maturity date either a number of underlying shares of the worst performing
underlying on the final valuation date equal to its equity ratio or the cash value of those underlying shares based on their
final underlying value. The value of those underlying shares on the maturity date may be different than their final
underlying value.

Example 6: On the final valuation date, Twitter, Inc. has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the underlying shares of the worst performing underlying
on the final valuation date are worthless and you would lose your entire investment in the securities at maturity. In addition,
because the final underlying value of the worst performing underlying on the final valuation date is below its coupon barrier
value, you would not receive any contingent coupon payment at maturity.

It is possible that the closing value of the worst performing underlying will be less than its coupon barrier value
on each valuation date and less than its final barrier value on the final valuation date, such that you will not
receive any contingent coupon payments over the term of the securities and will receive significantly less than
the stated principal amount of your securities, and possibly nothing, at maturity.

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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 provide for the repayment of the stated principal amount at maturity in al circumstances. If the securities
are not automatical y redeemed prior to maturity, your payment at maturity wil depend on the final underlying
value of the worst performing underlying on the final valuation date. If the final underlying value of the worst
performing underlying on the final valuation date is less than its final barrier value, you wil not receive the stated
principal amount of your securities at maturity and, instead, wil receive underlying shares of the worst performing
underlying on the final valuation date (or, in our sole discretion, cash based on its final underlying value) expected
to be worth significantly less than the stated principal amount and possibly nothing. There is no minimum payment
at maturity on the securities, and you may lose up to al of your investment.

We may elect, in our sole discretion, to pay you cash at maturity in lieu of delivering any underlying shares. If we
elect to pay you cash at maturity in lieu of delivering any underlying shares, the amount of that cash may be less
than the market value of the underlying shares on the maturity date because the market value wil likely fluctuate
between the final valuation date and the maturity date. Conversely, if we do not exercise our cash election right
and instead deliver underlying shares to you on the maturity date, the market value of such underlying shares may
be less than the cash amount you would have received if we had exercised our cash election right. We wil have
no obligation to take your interests into account when deciding whether to exercise our cash election right.

§
You will not receive any contingent coupon on the contingent coupon payment date following any
valuation date on which the closing value of the worst performing underlying on that valuation date is less
than its coupon barrier value. A contingent coupon payment wil be made on a contingent coupon payment date
if and only if the closing value of the worst performing underlying on the immediately preceding valuation date is
greater than or equal to its coupon barrier value. If the closing value of the worst performing underlying on any
valuation date is less than its coupon barrier value, you wil not receive any contingent coupon payment on the
immediately fol owing contingent coupon payment date. If the closing value of the worst performing underlying on
each valuation date is below its coupon barrier value, you wil not receive any contingent coupon payments over
the term of the securities.

§
Higher contingent coupon rates are associated with greater risk. The securities offer contingent coupon
payments at an annualized rate that, if al are paid, would produce a yield that is general y higher than the yield on
our conventional debt securities of the same maturity. This higher potential yield is associated with greater levels
of expected risk as of the pricing date for the securities, including the risk that you may not receive a contingent
coupon payment on one or more, or any, contingent coupon payment dates and the risk that the value of what you
receive at maturity may be significantly less than the stated principal amount of your securities and may be zero.
The volatility of, and correlation between, the closing values of the underlyings are important factors affecting
these risks. Greater expected volatility of, and lower expected correlation between, the closing values of the
underlyings as of the pricing date may result in a higher contingent coupon rate, but would also represent a greater
expected likelihood as of the pricing date that the closing value of the worst performing underlying on one or more
valuation dates wil be less than its coupon barrier value, such that you wil not receive one or more, or any,
contingent coupon payments during the term of the securities and that the final underlying value of the worst
performing underlying on the final valuation date wil be less than its final barrier value, such that you wil not be
repaid the stated principal amount of your securities at maturity.

§
The securities are subject to heightened risk because they have multiple underlyings. The securities are
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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. 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 their closing values 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

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Citigroup Global Markets Holdings Inc.

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 may not be adequately compensated for assuming the downside risk of the worst performing
underlying. The potential contingent coupon payments on the securities are the compensation you receive for
assuming the downside risk of the worst performing underlying, as wel as al the other risks of the securities. That
compensation is effectively "at risk" and may, therefore, be less than you currently anticipate. First, the actual yield
you realize on the securities could be lower than you anticipate because the coupon is "contingent" and you may
not receive a contingent coupon payment on one or more, or any, of the contingent coupon payment dates.
Second, the contingent coupon payments are the compensation you receive not only for the downside risk of the
worst performing underlying, but also for al of the other risks of the securities, including the risk that the securities
may be automatical y redeemed prior to maturity, interest rate risk and our and Citigroup Inc.'s credit risk. If those
other risks increase or are otherwise greater than you currently anticipate, the contingent coupon payments may
turn out to be inadequate to compensate you for al the risks of the securities, including the downside risk of the
worst performing underlying.

§
The securities may be automatically redeemed prior to maturity, limiting your opportunity to receive
contingent coupon payments. On any potential autocal date, the securities wil be automatical y cal ed for
redemption if the closing value of the worst performing underlying on that potential autocal date is greater than or
equal to its initial underlying value. As a result, if the worst performing underlying performs in a way that would
otherwise be favorable, the securities are likely to be automatical y redeemed, cutting short your opportunity to
receive contingent coupon payments. If the securities are automatical y redeemed prior to maturity, you may not
be able to reinvest your funds in another investment that provides a similar yield with a similar level of risk.

§
The securities offer downside exposure to the worst performing underlying, but no upside exposure to
any underlying. You wil not participate in any appreciation in the value of any underlying over the term of the
securities. Consequently, your return on the securities wil be limited to the contingent coupon payments you
receive, if any, and may be significantly less than the return on any underlying over the term of the securities. In
addition, as an investor in the securities, you wil not receive any dividends or other distributions or have any other
rights with respect to any of the underlyings.

§
The performance of the securities will depend on the closing values of the underlyings solely on the
valuation dates, which makes the securities particularly sensitive to volatility in the closing values of the
underlyings on or near the valuation dates. Whether the contingent coupon wil be paid on any given contingent
coupon payment date and whether the securities wil be automatical y redeemed prior to maturity wil depend on
the closing values of the underlyings solely on the applicable valuation dates, regardless of the closing values of
the underlyings on other days during the term of the securities. If the securities are not automatical y redeemed
prior to maturity, what you receive at maturity wil depend solely on the closing value of the worst performing
underlying on the final valuation date, and not on any other day during the term of the securities. Because the
performance of the securities depends on the closing values of the underlyings on a limited number of dates, the
securities wil be particularly sensitive to volatility in the closing values of the underlyings on or near the valuation
dates. You should understand that the closing value of each underlying has historical y been highly volatile.

§
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.

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