Bond Citi Global Markets 12% ( US17327THP49 ) in USD

Citi Global Markets

95 % ⇌

United States

US17327THP49 ( in USD )

12% per year ( payment 2 times a year)

01/11/2029

Prospectus brochure of the bond Citigroup Global Markets Holdings US17327THP49 en USD 12%, maturity 01/11/2029

1 000 USD

500 000 USD

17327THP4

N/A

01/05/2026 ( In 132 days )

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 US17327THP49, pays a coupon of 12% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/11/2029

The Bond issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17327THP49, was rated NR by Moody's credit rating agency.

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424B2 1 dp114937_424b2-us1981029.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings
October 28, 2019
Medium-Term Senior Notes, Series N
Inc.
Pricing Supplement No. 2019-USNCH3053
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-
224495-03
Cal able Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the EURO STOXX® Banks Index
and the Russel 2000® Index Due November 1, 2029

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 and (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. Each of these risks wil depend solely on the performance of the worst
performing of the underlyings specified below.

We have the right to cal the securities for mandatory redemption on any potential redemption date 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:
Underlying
Initial underlying
Coupon barrier
Final barrier
value*
value**
value***

EURO STOXX® Banks Index
93.38
67.701
56.028

Russel 2000® Index
1,571.933
1,139.651
943.160

* For each underlying, its closing value on the pricing date
** For each underlying, 72.50% of its initial underlying value
*** For each underlying, 60% of its initial underlying value
Stated principal
$1,000 per security
amount:
Pricing date:
October 28, 2019
Issue date:
October 31, 2019
Valuation dates:
January 28, 2020, April 28, 2020, July 28, 2020, October 28, 2020, January 28, 2021, April 28, 2021,
July 28, 2021, October 28, 2021, January 28, 2022, April 28, 2022, July 28, 2022, October 28, 2022,
January 30, 2023, April 28, 2023, July 28, 2023, October 30, 2023, January 29, 2024, April 29, 2024,
July 29, 2024, October 28, 2024, January 28, 2025, April 28, 2025, July 28, 2025, October 28, 2025,
January 28, 2026, April 28, 2026, July 28, 2026, October 28, 2026, January 28, 2027, April 28, 2027,
July 28, 2027, October 28, 2027, January 28, 2028, April 28, 2028, July 28, 2028, October 30, 2028,
January 29, 2029, April 30, 2029, July 30, 2029 and October 29, 2029 (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 by us, November 1, 2029
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
On each contingent coupon payment date, unless previously redeemed, the securities wil pay a
coupon:
contingent coupon equal to 3% of the stated principal amount of the securities (equivalent to a
contingent coupon rate of 12% 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
Unless earlier redeemed by us prior to maturity, you wil receive at maturity for each security you then
maturity:
hold:
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If the final underlying value of the worst performing underlying on the final valuation date is greater
than or equal to its coupon barrier value:
$1,000 + the contingent coupon payment due at maturity
If the final underlying value of the worst performing underlying on the final valuation date is less
than its coupon barrier value but greater than or equal to its final barrier value:
$1,000
If the final underlying value of the worst performing underlying on the final valuation date is less
than its final barrier value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation
date)
If the securities are not 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 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)
Underwriting fee(2)
Proceeds to issuer(3)
issue price:
Per security:
$1,000
$45
$955
Total:
$500,000
$22,500
$477,500
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $919.441 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 $45 for each security sold in this offering. The total underwriting fee and proceeds to
issuer in the table above give effect to the actual total underwriting fee. For more information on the distribution of the securities, see
"Supplemental Plan of Distribution" in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from
hedging activity related to this offering, even if the value of the securities declines. See "Use of Proceeds and Hedging" in the
accompanying prospectus.
(3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security,
assuming the maximum per security underwriting fee. As noted above, the underwriting fee is variable.
Investing in the securities involves risks not associated with an investment in conventional debt
securities. See "Summary Risk Factors" beginning on page PS-5.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the securities or determined that this pricing supplement and the accompanying product
supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks below:
Product Supplement No. EA-04-08 dated February 15, 2019 Underlying Supplement No. 8 dated February 21,
2019
Prospectus Supplement and Prospectus each dated May 14, 2018
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

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Citigroup Global Markets Holdings Inc.

KEY TERMS (continued)
Redemption:
We may cal the securities, in whole and not in part, for mandatory redemption on any
potential redemption date upon not less than five business days' notice. Fol owing an
exercise of our cal right, you wil receive for each security you then hold an amount in cash
equal to $1,000 plus the related contingent coupon payment, if any.
Potential redemption dates: The contingent coupon payment dates related to the valuation dates beginning with the
valuation date in January 2020 and ending with the valuation date in July 2029
Final underlying value:
For each underlying, its closing value on the final 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
Worst performing
For any valuation date, the underlying with the lowest underlying return determined as of
underlying:
that valuation date
CUSIP / ISIN:
17327THP4 / US17327THP49

Additional Information

The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus,
as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and
prospectus contain important disclosures that are not repeated in this pricing supplement. For example, the accompanying
product supplement contains important information about how the closing value of each underlying wil be determined and
about adjustments that may be made to the terms of the securities upon the occurrence of market disruption events and
other specified events with respect to each underlying. The accompanying underlying supplement contains information
about each underlying that is not repeated in this pricing supplement. It is important that you read the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement
in deciding whether to invest in the securities. Certain terms used but not defined in this pricing supplement are defined in
the accompanying product supplement.

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Hypothetical Examples

The examples in the first section below il ustrate how to determine whether a contingent coupon wil be paid fol owing a
valuation 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 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 or final barrier values of the underlyings. For the actual initial underlying value, coupon barrier 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 payments on the securities wil be calculated based on the actual initial
underlying value, coupon barrier value and final barrier value of each underlying, and not the hypothetical values indicated
below.

Underlying
Hypothetical initial underlying
Hypothetical coupon barrier
Hypothetical final barrier
value
value
value
EURO STOXX® Banks
100
72.50 (72.50% of its
60 (60% of its hypothetical
Index
hypothetical initial underlying
initial underlying value)
value)
Russel 2000® Index
100
72.50 (72.50% of its
60 (60% of its hypothetical
hypothetical initial underlying
initial underlying value)
value)

Hypothetical Examples of Contingent Coupon Payments Following a Valuation Date

The hypothetical examples below il ustrate how to determine whether a contingent coupon wil be paid fol owing a
hypothetical valuation date, assuming that the closing values of the underlyings on the hypothetical valuation date are as
indicated below.

Hypothetical closing value of Hypothetical closing value of
Hypothetical payment per $1,000
EURO STOXX® Banks Index
Russell 2000® Index on
security on related contingent
on hypothetical valuation
hypothetical valuation date
coupon payment date
date
105
110
$30.00
Example 1
(underlying return =
(underlying return =
(contingent coupon is paid)
(105 - 100) / 100 = 5%)
(110 - 100) / 100 = 10%)
120
60
Example 2
(underlying return =
(underlying return =
$0.00
(120 - 100) / 100 = 20%)
(60 - 100) / 100 = -40%)
45
60
Example 3
(underlying return =
(underlying return =
$0.00
(45 - 100) / 100 = -55%)
(60 - 100) / 100 = -40%)

Example 1: On the hypothetical valuation date, the EURO STOXX® Banks Index 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. As a result,
investors in the securities would receive the contingent coupon payment on the related contingent coupon payment date.

Example 2: On the hypothetical valuation date, the Russel 2000® Index 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.

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
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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, the EURO STOXX® Banks Index 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. In this example, the closing value of each
underlying is less than its coupon barrier value.

Hypothetical Examples of the Payment at Maturity on the Securities

The next hypothetical examples below il ustrate how, if the securities are not 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. Your actual
payment at maturity per security wil depend on the actual final underlying value of the worst performing underlying on the
final valuation date.

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Hypothetical final underlying value
Hypothetical final underlying
Hypothetical payment at
of EURO STOXX® Banks Index
value of Russell 2000® Index
maturity per $1,000 security
140
150
$1,030.00
Example 4
(underlying return =
(underlying return =

(140 - 100) / 100 = 40%)
(150 - 100) / 100 = 50%)
(contingent coupon is paid)

135
62
Example 5
(underlying return =
(underlying return =
$1,000.00
(135 - 100) / 100 = 35%)
(62 - 100) / 100 = -38%)
120
40
Example 6
(underlying return =
(underlying return =
$400.00
(120 - 100) / 100 = 20%)
(40 - 100) / 100 = -60%)
20
70
Example 7
(underlying return =
(underlying return =
$200.00
(20 - 100) / 100 = -80%)
(70 - 100) / 100 = -30%)

Example 4: On the final valuation date, the EURO STOXX® Banks Index 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 coupon 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, the Russel 2000® Index 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 coupon barrier value but greater than or equal to its final barrier value.
Accordingly, at maturity, you would receive the stated principal amount of the securities, but would not receive any
contingent coupon payment maturity.

Example 6: On the final valuation date, the Russel 2000® Index 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 a
payment per security calculated as fol ows:

Payment at maturity = $1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation
date)

= $1,000 + ($1,000 × -60%)

= $1,000 + -$600

= $400

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less
than its final barrier value, you would lose a significant portion of your investment in the 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.

Example 7: On the final valuation date, the EURO STOXX® Banks Index 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 a payment per security calculated as fol ows:

Payment at maturity = $1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation
date)

= $1,000 + ($1,000 × -80%)

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= $1,000 + -$800

= $200

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less
than its final barrier value, you would lose a significant portion of your investment in the securities. 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 we do not redeem the
securities 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 lose 1% of the stated principal amount of the securities for
every 1% by which the worst performing underlying has declined from its initial underlying value. There is no minimum
payment at maturity on the securities, and you may lose up to al of your investment.

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 (i) 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 (i ) 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 riskier than securities with a shorter term. The securities are relatively long-dated. Because the
securities are relatively long-dated, many of the risks of the securities are heightened as compared to securities with a
shorter term, because you wil be subject to those risks for a longer period of time. In addition, the value of a longer-
dated security is typical y less than the value of an otherwise comparable security with a shorter term.

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

The securities are subject to the risks of each of the underlyings and will be negatively affected if any one
underlying performs poorly. You are subject to risks associated with each of the underlyings. If any one underlying
performs poorly, you wil be negatively affected. 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
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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

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less correlated the underlyings, the more likely it is that any one of the underlyings wil perform poorly over the term of
the securities. Al that is necessary for the securities to perform poorly is for one of the underlyings to perform poorly. It
is impossible to predict what the relationship between the underlyings wil be over the term of the securities. The
underlyings differ in significant ways and, therefore, may not be correlated with each other.

You 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 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.

We may redeem the securities at our option, which will limit your ability to receive the contingent coupon
payments. We may redeem the securities on any potential redemption date upon not less than five business days'
notice. In the event that we redeem the securities, you wil receive the stated principal amount of your securities and
the related contingent coupon payment, if any. Thus, the term of the securities may be limited. If we redeem the
securities prior to maturity, you wil not receive any additional contingent coupon payments. Moreover, you may not be
able to reinvest your funds in another investment that provides a similar yield with a similar level of risk. If we redeem
the securities prior to maturity, it is likely to be at a time when the underlyings are performing in a manner that would
otherwise have been favorable to you. By contrast, if the underlyings are performing unfavorably from your
perspective, we are less likely to redeem the securities. If we redeem the securities, we wil do so at a time that is
advantageous to us and without regard to your interests.

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.

You will not receive dividends or have any other rights with respect to the underlyings. You wil not receive any
dividends with respect to the underlyings. This lost dividend yield may be significant over the term of the securities.
The payment scenarios described in this pricing supplement do not show any effect of such lost dividend yield over the
term of the securities. In addition, you wil not have voting rights or any other rights with respect to the underlyings or
the stocks included in the underlyings.

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 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 we do not redeem the securities
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
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