Bond Citi Global Markets 0% ( US17327TGY64 ) in USD

Issuer Citi Global Markets
Market price 100 %  ▼ 
Country  United States
ISIN code  US17327TGY64 ( in USD )
Interest rate 0%
Maturity 28/10/2022 - Bond has expired



Prospectus brochure of the bond Citigroup Global Markets Holdings US17327TGY64 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 3 667 000 USD
Cusip 17327TGY6
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description 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 US17327TGY64, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 28/10/2022







424B2 1 dp114799_424b2-us1982457.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
Oc t obe r 2 5 , 2 0 1 9
M e dium -T e rm Se nior N ot e s, Se rie s N
Pric ing Supple m e nt N o. 2 0 1 9 -
U SN CH 3 0 8 4
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 os. 3 3 3 -
2 2 4 4 9 5 a nd 3 3 3 -2 2 4 4 9 5 -0 3
Dual Directional Barrier Securities Linked to the Worst Performing of the S&P 500® Index and the Russell
2000® Index Due October 28, 2022
?
The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings
Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay a
fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than, equal to or
less than the stated principal amount, depending on the performance of the w orst pe rform ing of the underlyings specified
below from its initial underlying value to its final underlying value.
?
The securities offer modified exposure to the performance of the worst performing underlying, with (i) the opportunity to
participate in a limited range of potential appreciation of the worst performing underlying at the upside participation rate
specified below and (ii) the opportunity for a positive return at maturity if the worst performing underlying depreciates based on
the absolute value of that depreciation, but only so long as its final underlying value is greater than or equal to its final barrier
value specified below. In exchange for these features, investors in the securities must be willing to forgo participation in any
appreciation of the worst performing underlying in excess of the maximum upside return specified below and must be willing to
forgo any dividends with respect to the underlyings. In addition, investors in the securities must be willing to accept downside
exposure to any depreciation of the worst performing underlying if its final underlying value is less than its final barrier value. I f
t he fina l unde rlying va lue of t he w orst pe rform ing unde rlying is le ss t ha n it s fina l ba rrie r va lue , you w ill
lose 1 % of t he st a t e d princ ipa l a m ount of your se c urit ie s for e ve ry 1 % by w hic h it s fina l unde rlying va lue
is le ss t ha n it s init ia l unde rlying va lue . Y ou m a y lose your e nt ire inve st m e nt in t he se c urit ie s.
?
You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in
any one of the underlyings.
?
In order to obtain the modified exposure to the worst performing underlying that the securities provide, investors must be willing
to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the
securities if we and Citigroup Inc. default on our obligations. All pa ym e nt s on t he se c urit ie s a re subje c t t o t he
c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
K EY T ERM S

I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
U nde rlying:
U nde rlying
I nit ia l unde rlying va lue *
Fina l ba rrie r va lue * *

S&P 500® Index
3,022.55
2,266.913

Russell 2000® Index
1,558.708
1,169.031

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

**For each underlying, 75% of its initial underlying value

St a t e d princ ipa l
$1,000 per security
a m ount :
Pric ing da t e :
October 25, 2019
I ssue da t e :
October 30, 2019
V a lua t ion da t e :
October 25, 2022, subject to postponement if such date is not a scheduled trading day or certain
market disruption events occur
M a t urit y da t e :
October 28, 2022
Pa ym e nt a t m a t urit y:
You will receive at maturity for each security you then hold:
? If the final underlying value of the worst performing underlying is gre a t e r t ha n or e qua l t o its
initial underlying value:
$1,000 + the upside return amount, subject to the maximum upside return
? If the final underlying value of the worst performing underlying is le ss t ha n its initial underlying
value but gre a t e r t ha n or e qua l t o its final barrier value:
$1,000 + the absolute return amount
? If the final underlying value of the worst performing underlying is le ss t ha n its final barrier value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying)
I f t he fina l unde rlying va lue of t he w orst pe rform ing unde rlying is le ss t ha n it s fina l
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ba rrie r va lue , you w ill re c e ive signific a nt ly le ss t ha n t he st a t e d princ ipa l a m ount of
your se c urit ie s, a nd possibly not hing, a t m a t urit y.
Fina l unde rlying
For each underlying, its closing value on the valuation date
va lue :
Worst pe rform ing
The underlying with the lowest underlying return
unde rlying:
U nde rlying re t urn:
For each underlying, (i) its final underlying value minus its initial underlying value, divided by (ii) its
initial underlying value
U pside re t urn
$1,000 × the underlying return of the worst performing underlying × the upside participation rate
a m ount :
U pside pa rt ic ipa t ion
125%
ra t e :
M a x im um upside
$420 per security (42% of the stated principal amount). Because of the maximum upside return, the
re t urn:
payment at maturity per security will not exceed the stated principal amount plus the maximum upside
return.
Absolut e re t urn
$1,000 × the absolute value of the underlying return of the worst performing underlying
a m ount :
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17327TGY6 / US17327TGY64
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r (3)
issue pric e :
Pe r se c urit y:
$1,000
$25
$975
T ot a l:
$3,667,000
$91,675
$3,575,325
(1) On the date of this pricing supplement, the estimated value of the securities is $963.83 per security, which is less than the
issue price. The estimated value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is
not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any
other person may be willing to buy the securities from you at any time after issuance. See "Valuation of the Securities" in this
pricing supplement.
(2) CGMI will receive an underwriting fee of up to $25 for each security sold in this offering. The total underwriting fee and
proceeds to issuer in the table above give effect to the actual total underwriting fee. For more information on the distribution of the
securities, see "Supplemental Plan of Distribution" in this pricing supplement. In addition to the underwriting fee, CGMI and its
affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See "Use of Proceeds
and Hedging" in the accompanying prospectus.
(3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security,
assuming the maximum per security underwriting fee. As noted above, the underwriting fee is variable.
I nve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l de bt se c urit ie s.
Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS-6 .
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 se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying produc t
supple m e nt , unde rlying supple m e nt , prospe c t us supple m e nt a nd prospe c t us a re t rut hful or c om ple t e . Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
You should read this pricing supplement together with the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus, which can be accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 2 -0 8 da t e d Fe brua ry 1 5 , 2 0 1 9 U nde rlying Supple m e nt N o. 8 da t e d Fe brua ry
2 1 , 2 0 1 9
Prospe c t us Supple m e nt a nd Prospe c t us, e a c h da t e d M a y 1 4 , 2 0 1 8
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .



Citigroup Global Markets Holdings Inc.


Additional Information

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

Payout Diagram

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

I nve st ors in t he se c urit ie s w ill not re c e ive a ny divide nds w it h re spe c t t o t he unde rlyings. T he dia gra m a nd
e x a m ple s be low do not show a ny e ffe c t of lost divide nd yie ld ove r t he t e rm of t he se c urit ie s. See "Summary
Risk Factors--You will not receive dividends or have any other rights with respect to the underlyings" below.

Pa yout Dia gra m
The Securities
The Worst Performing Underlying

PS-2
Citigroup Global Markets Holdings Inc.


Hypothetical Examples

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

H ypot he t ic a l U nde rlying
H ypot he t ic a l Pa ym e nt
H ypot he t ic a l T ot a l Re t urn
Re t urn of t he Worst
a t M a t urit y pe r Se c urit y
on Se c urit ie s a t
Pe rform ing U nde rlying
M a t urit y (1)
100.00%
$1,420.00
42.00%
50.00%
$1,420.00
42.00%
40.00%
$1,420.00
42.00%
33.61%
$1,420.00
42.00%
33.60%
$1,420.00
42.00%
30.00%
$1,375.00
37.50%
20.00%
$1,250.00
25.00%
10.00%
$1,125.00
12.50%
0.00%
$1,000.00
0.00%
-10.00%
$1,100.00
10.00%
-20.00%
$1,200.00
20.00%
-25.00%
$1,250.00
25.00%
-25.01%
$749.90
-25.01%
-30.00%
$700.00
-30.00%
-40.00%
$600.00
-40.00%
-50.00%
$500.00
-50.00%
-100.00%
$0.00
-100.00%

(1) Hypothetical total return on securities at maturity = (i) hypothetical payment at maturity per security minus $1,000 stated principal
amount per security, divided by (ii) $1,000 stated principal amount per security

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

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

U nde rlying
H ypot he t ic a l init ia l unde rlying
H ypot he t ic a l fina l ba rrie r va lue
va lue
S&P 500® Index
100
75 (75% of its hypothetical initial underlying value)
Russell 2000® Index
100
75 (75% of its hypothetical initial underlying value)

Ex a m ple 1 --U pside Sc e na rio A. The final underlying value of the worst performing underlying is 110, resulting in a 10%
underlying return for the worst performing underlying. In this example, the final underlying value of the worst performing underlying
is gre a t e r t ha n its initial underlying value.

U nde rlying
H ypot he t ic a l fina l unde rlying
H ypot he t ic a l unde rlying re t urn
va lue
S&P 500® Index*
110
10%
Russell 2000® Index
150
50%
*Worst performing underlying

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Payment at maturity per security = $1,000 + the upside return amount, subject to the maximum upside return


PS-3
Citigroup Global Markets Holdings Inc.


= $1,000 + ($1,000 × the underlying return of the worst performing underlying × the upside participation rate), subject to the
maximum upside return

= $1,000 + ($1,000 × 10% × 125%), subject to the maximum upside return

= $1,000 + $125, subject to the maximum upside return

= $1,125

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

Ex a m ple 2 --U pside Sc e na rio B. The final underlying value of the worst performing underlying is 170, resulting in a 70%
underlying return for the worst performing underlying. In this example, the final underlying value of the worst performing underlying
is gre a t e r t ha n its initial underlying value.

U nde rlying
H ypot he t ic a l fina l unde rlying
H ypot he t ic a l unde rlying re t urn
va lue
S&P 500® Index
180
80%
Russell 2000® Index*
170
70%
*Worst performing underlying

Payment at maturity per security = $1,000 + the upside return amount, subject to the maximum upside return

= $1,000 + ($1,000 × the underlying return of the worst performing underlying × the upside participation rate), subject to the
maximum upside return

= $1,000 + ($1,000 × 70% × 125%), subject to the maximum upside return

= $1,000 + $875, subject to the maximum upside return

= $1,420

In this scenario, the worst performing underlying has appreciated from its initial underlying value to its final underlying value, but the
underlying return of the worst performing underlying multiplied by the upside participation rate would exceed the maximum upside
return. As a result, your total return at maturity in this scenario would be limited to the maximum upside return, and an investment
in the securities would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the
worst performing underlying without a maximum return.

Ex a m ple 3 --U pside Sc e na rio C. The final underlying value of the worst performing underlying is 90, resulting in a -10%
underlying return for the worst performing underlying. In this example, the final underlying value of the worst performing underlying
is le ss t ha n its initial underlying value but gre a t e r t ha n its final barrier value.

U nde rlying
H ypot he t ic a l fina l unde rlying
H ypot he t ic a l unde rlying re t urn
va lue
S&P 500® Index*
90
-10%
Russell 2000® Index
120
20%
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*Worst performing underlying

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

= $1,000 + ($1,000 × |-10%|)

= $1,000 + $100

= $1,100

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


PS-4
Citigroup Global Markets Holdings Inc.


Ex a m ple 4 --Dow nside Sc e na rio. The final underlying value of the worst performing underlying is 30, resulting in a -70%
underlying return for the worst performing underlying. In this example, the final underlying value of the worst performing underlying
is le ss t ha n its final barrier value.

U nde rlying
H ypot he t ic a l fina l unde rlying
H ypot he t ic a l unde rlying re t urn
va lue
S&P 500® Index
120
20%
Russell 2000® Index*
30
-70%
*Worst performing underlying

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

= $1,000 + ($1,000 × -70%)

= $1,000 + -$700

= $300

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


PS-5
Citigroup Global Markets Holdings Inc.


Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject
to all of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk
that we and Citigroup Inc. may default on our obligations under the 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
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the suitability of the securities in light of your particular circumstances.

The following 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 carefully read the risk factors
included in the accompanying prospectus supplement and in the documents incorporated by reference in the accompanying
prospectus, including Citigroup Inc.'s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form
10-Q, which describe risks relating to the business of Citigroup Inc. more generally.

?
Y ou m a y lose a signific a nt port ion or a ll of your inve st m e nt . Unlike conventional debt securities, the securities do
not repay a fixed amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the
worst performing underlying. If the final underlying value of the worst performing underlying is less than its final barrier value,
you will lose 1% of the stated principal amount of your securities for every 1% by which the worst performing underlying has
depreciated from its initial underlying value to its final underlying value. There is no minimum payment at maturity on the
securities, and you may lose up to all of your investment.

?
Y our pot e nt ia l re t urn on t he se c urit ie s is lim it e d. If the final underlying value of the worst performing underlying is
greater than or equal to its initial underlying value, your potential total return on the securities at maturity is limited to the
maximum upside return, even if the worst performing underlying appreciates by significantly more than the maximum upside
return. If the worst performing underlying appreciates by more than the maximum upside return, the securities will
underperform an alternative investment providing 1-to-1 exposure to the performance of the worst performing underlying. When
lost dividends are taken into account, the securities may underperform an alternative investment providing 1-to-1 exposure to
the performance of the worst performing underlying even if the worst performing underlying appreciates by less than the
maximum upside return. In addition, the maximum upside return reduces the effect of the upside participation rate for all final
underlying values of the worst performing underlying exceeding the final underlying value of the worst performing underlying at
which, by multiplying the corresponding underlying return by the upside participation rate, the maximum upside return is
reached.

?
Y our pot e nt ia l for posit ive re t urn from de pre c ia t ion of t he w orst pe rform ing unde rlying is lim it e d. The
return potential of the securities in the event that the final underlying value of the worst performing underlying is less than its
initial underlying value is limited by the final barrier value. Any decline in the final underlying value of the worst performing
underlying below its final barrier value will result in a loss, rather than a positive return, on the securities.

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

?
T he se c urit ie s a re subje c t t o he ight e ne d risk be c a use t he y ha ve m ult iple unde rlyings. The securities are
more risky than similar investments that may be available with only one underlying. With multiple underlyings, there is a greater
chance that any one underlying will perform poorly, adversely affecting your return on the securities.

?
T he se c urit ie s a re subje c t t o t he risk s of e a c h of t he unde rlyings a nd w ill be ne ga t ive ly a ffe c t e d if a ny
one unde rlying pe rform s poorly. You are subject to risks associated with each of the underlyings. If any one underlying
performs poorly, you will be negatively affected, regardless of the performance of any other underlying. The securities are not
linked to a basket composed of the underlyings, where the blended performance of the underlyings would be better than the
performance of the worst performing underlying alone. Instead, you are subject to the full risks of whichever of the underlyings
is the worst performing underlying.

?
Y ou w ill not be ne fit in a ny w a y from t he pe rform a nc e of a ny be t t e r pe rform ing unde rlying. The return on the
securities depends solely on the performance of the worst performing underlying, and you will not benefit in any way from the
performance of any better performing underlying.

?
Y ou w ill be subje c t t o risk s re la t ing t o t he re la t ionship be t w e e n t he unde rlyings. It is preferable from your
perspective for the underlyings to be correlated with each other, in the sense that they tend to increase or decrease at similar
times and by similar magnitudes. By investing in the securities, you assume the risk that the underlyings will not exhibit this
relationship. The less correlated the underlyings, the more likely it is that any one of the underlyings will perform poorly over
the term of the securities. All 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 will be over the term of the securities. The
underlyings differ in significant ways and, therefore, may not be correlated with each other.


PS-6
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Citigroup Global Markets Holdings Inc.


?
Y ou w ill not re c e ive divide nds or ha ve a ny ot he r right s w it h re spe c t t o t he unde rlyings. You will not receive
any dividends with respect to the underlyings. This lost dividend yield may be significant over the term of the securities. The
payment scenarios described in this pricing supplement do not show any effect of lost dividend yield over the term of the
securities. In addition, you will not have voting rights or any other rights with respect to the underlyings or the stocks included
in the underlyings.

?
Y our pa ym e nt a t m a t urit y de pe nds on t he c losing va lue of t he w orst pe rform ing unde rlying on a single
da y. Because your payment at maturity depends on the closing value of the worst performing underlying solely on the
valuation date, you are subject to the risk that the closing value of the worst performing underlying on that day may be lower,
and possibly significantly lower, than on one or more other dates during the term of the securities. If you had invested directly
in the underlyings or in another instrument linked to the worst performing underlying that you could sell for full value at a time
selected by you, or if the payment at maturity were based on an average of closing values of the worst performing underlying,
you might have achieved better returns.

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

?
T he se c urit ie 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 securities will 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 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 securities 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 securities because it is likely that CGMI will be the only
broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be prepared to hold the
securities until maturity.

?
T he e st im a t e d va lue of t he se c urit ie s on t he pric ing da t e , ba se d on CGM I 's proprie t a ry pric ing m ode ls
a nd our int e rna l funding ra t e , is le ss t ha n t he issue pric e . The difference is attributable to certain costs associated
with selling, structuring and hedging the securities that are included in the issue price. These costs include (i) any selling
concessions or other fees paid in connection with the offering of the securities, (ii) hedging and other costs incurred by us and
our affiliates in connection with the offering of the securities and (iii) the expected profit (which may be more or less than actual
profit) to CGMI or other of our affiliates in connection with hedging our obligations under the securities. These costs adversely
affect the economic terms of the securities because, if they were lower, the economic terms of the securities would be more
favorable to you. The economic terms of the securities are also likely to be adversely affected by the use of our internal funding
rate, rather than our secondary market rate, to price the securities. See "The estimated value of the securities would be lower if
it were calculated based on our secondary market rate" below.

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T he e st im a t e d va lue of t he se c urit ie s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing
m ode ls. CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing
models. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of, and
correlation between, the closing values of the underlyings, dividend yields on the underlyings and interest rates. CGMI's views
on these inputs may differ from your or others' views, and as an underwriter in this offering, CGMI's interests may conflict with
yours. Both the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the
value of the securities. Moreover, the estimated value of the securities set forth on the cover page of this pricing supplement
may differ from the value that we or our affiliates may determine for the securities for other purposes, including for accounting
purposes. You should not invest in the securities because of the estimated value of the securities. Instead, you should be
willing to hold the securities to maturity irrespective of the initial estimated value.

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T he e st im a t e d va lue of t he se c urit ie s w ould be low e r if it w e re c a lc ula t e d ba se d on our se c onda ry
m a rk e t ra t e . The estimated value of the securities included in this pricing supplement is calculated based on our internal
funding rate, which is the rate at which we are willing to borrow funds through the issuance of the securities. Our internal
funding rate is generally lower than our secondary market rate, which is the rate that CGMI will use in determining the value of
the securities for purposes of any purchases of the securities from you in the secondary market. If the estimated value included
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in this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be
lower. We determine our internal funding rate based on factors such as the costs associated with the securities, which are
generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our
internal funding rate is not an interest rate that is payable on the securities.

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


PS-7
Citigroup Global Markets Holdings Inc.


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T he e st im a t e d va lue of t he se c urit ie s is not a n indic a t ion of t he pric e , if a ny, a t w hic h CGM I or a ny ot he r
pe rson m a y be w illing t o buy t he se c urit ie s from you in t he se c onda ry m a rk e t . Any such secondary market
price will fluctuate over the term of the securities based on the market and other factors described in the next risk factor.
Moreover, unlike the estimated value included in this pricing supplement, any value of the securities determined for purposes of
a secondary market transaction will be based on our secondary market rate, which will likely result in a lower value for the
securities than if our internal funding rate were used. In addition, any secondary market price for the securities will be reduced
by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities to be purchased in
the secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result, it is likely that
any secondary market price for the securities will be less than the issue price.

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T he va lue of t he se c urit ie s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors. The value
of your securities prior to maturity will fluctuate based on the closing values of the underlyings, the volatility of, and correlation
between, the closing values of the underlyings, dividend yields on the underlyings, interest rates generally, the time remaining
to maturity and our and Citigroup Inc.'s creditworthiness, as reflected in our secondary market rate, among other factors
described under "Risk Factors Relating to the Securities--Risk Factors Relating to All Securities--The value of your securities
prior to maturity will fluctuate based on many unpredictable factors" in the accompanying product supplement. Changes in the
closing values of the underlyings may not result in a comparable change in the value of your securities. You should understand
that the value of your securities at any time prior to maturity may be significantly less than the issue price.

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I m m e dia t e ly follow ing issua nc e , a ny se c onda ry m a rk e t bid pric e provide d by CGM I , a nd t he va lue t ha t
w ill be indic a t e d on a ny brok e ra ge a c c ount st a t e m e nt s pre pa re d by CGM I or it s a ffilia t e s, w ill re fle c t a
t e m pora ry upw a rd a djust m e nt . The amount of this temporary upward adjustment will steadily decline to zero over the
temporary adjustment period. See "Valuation of the Securities" in this pricing supplement.

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T he Russe ll 2 0 0 0 ® I nde x is subje c t t o risk s a ssoc ia t e d w it h sm a ll c a pit a liza t ion st oc k s. The stocks that
constitute the Russell 2000® Index are issued by companies with relatively small market capitalization. The stock prices of
smaller companies may be more volatile than stock prices of large capitalization companies. These companies tend to be less
well-established than large market capitalization companies. Small capitalization companies may be less able to withstand
adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization companies are
less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward
stock price pressure under adverse market conditions.

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Our offe ring of t he se c urit ie s is not a re c om m e nda t ion of a ny unde rlying. The fact that we are offering the
securities does not mean that we believe that investing in an instrument linked to the underlyings is likely to achieve favorable
returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short positions) in the
underlyings or in instruments related to the underlyings, and may publish research or express opinions, that in each case are
inconsistent with an investment linked to the underlyings. These and other activities of our affiliates may affect the closing
values of the underlyings in a way that negatively affects the value of and your return on the securities.

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T he c losing va lue of a n unde rlying m a y be a dve rse ly a ffe c t e d by our or our a ffilia t e s' he dging a nd ot he r
t ra ding a c t ivit ie s. We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may
take positions in the underlyings or in financial instruments related to the underlyings and may adjust such positions during the
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term of the securities. Our affiliates also take positions in the underlyings or in financial instruments related to the underlyings
on a regular basis (taking long or short positions or both), for their accounts, for other accounts under their management or to
facilitate transactions on behalf of customers. These activities could affect the closing value of the underlyings in a way that
negatively affects the value of and your return on the securities. They could also result in substantial returns for us or our
affiliates while the value of the securities declines.

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We a nd our a ffilia t e s m a y ha ve e c onom ic int e re st s t ha t a re a dve rse t o yours a s a re sult of our a ffilia t e s'
busine ss a c t ivit ie s. Our affiliates engage in business activities with a wide range of companies. These activities include
extending loans, making and facilitating investments, underwriting securities offerings and providing advisory services. These
activities could involve or affect the underlyings in a way that negatively affects the value of and your return on the securities.
They could also result in substantial returns for us or our affiliates while the value of the securities declines. In addition, in the
course of this business, we or our affiliates may acquire non-public information, which will not be disclosed to you.

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T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of ours, w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t t o
t he se c urit ie s. If certain events occur during the term of the securities, such as market disruption events and other events
with respect to an underlying, CGMI, as calculation agent, will be required to make discretionary judgments that could
significantly affect your return on the securities. In making these judgments, the calculation agent's interests as an affiliate of
ours could be adverse to your interests as a holder of the securities. See "Risk Factors Relating to the Securities--Risk
Factors Relating to All Securities--The calculation agent, which is an affiliate of ours, will make important determinations with
respect to the securities" in the accompanying product supplement.

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Cha nge s t ha t a ffe c t t he unde rlyings m a y a ffe c t t he va lue of your se c urit ie s. The sponsors of the underlyings
may at any time make methodological changes or other changes in the manner in which they operate that could affect the
values of the underlyings. We are not affiliated with any such underlying sponsor and, accordingly, we have no control over
any changes any


PS-8
Citigroup Global Markets Holdings Inc.


such sponsor may make. Such changes could adversely affect the performance of the underlyings and the value of and your
return on the securities.

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T he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he se c urit ie s a r e unc le a r. There is no direct legal
authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the
Internal Revenue Service (the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and
the IRS or a court might not agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful
in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities
might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely
affect the U.S. federal tax treatment of the securities, possibly retroactively.

If you are a non-U.S. investor, you should review the discussion of withholding tax issues in "United States Federal Tax
Considerations--Non-U.S. Holders" below.

You should read carefully the discussion under "United States Federal Tax Considerations" and "Risk Factors Relating to the
Securities" in the accompanying product supplement and "United States Federal Tax Considerations" in this pricing
supplement. You should also consult your tax adviser regarding the U.S. federal tax consequences of an investment in the
securities, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.


PS-9
Citigroup Global Markets Holdings Inc.



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