Bond Citi Global Markets 0% ( US17327THY55 ) in USD

Citi Global Markets

100 % ▼

United States

US17327THY55 ( in USD )

01/11/2024 - Bond has expired

Prospectus brochure of the bond Citigroup Global Markets Holdings US17327THY55 in USD 0%, expired

1 000 USD

2 491 000 USD

17327THY5

N/A

A2 ( Upper medium grade - Investment-grade )

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.

Citigroup Global Markets Holdings' US17327THY55 USD-denominated bond, a 0% coupon instrument issued in the United States with a maturity date of November 1, 2024, has matured and been repaid at 100%, boasting a Moody's rating of A2, a total issuance size of 2,491,000 units, and a minimum purchase size of 1,000 units, with semi-annual coupon payments.

424B2 1 dp115176_424b2-us1980836.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
Oc t obe r 2 9 , 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 2 9 9 0
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
Market-Linked Notes Based on a Basket of Two Underliers Due November 1, 2024
The notes offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings
Inc. and guaranteed by Citigroup Inc. The notes offer the potential for a positive return at maturity based on the average basket
return percentage of a basket (the "basket") consisting of the S&P 500® Index and the iSTOXX® Europe Economic Growth
Select 50 Index (each, a "basket component"), measured as described below. If the average basket return percentage is positive,
you will receive a positive return at maturity equal to that average basket return percentage multiplied by the upside participation
rate. However, if the average basket return percentage is negative or zero, you will be repaid your principal at maturity but will
not receive any return on your investment. Even if the average basket return percentage is positive, so that you do receive a
positive return at maturity, there is no assurance that your total return at maturity on the notes will compensate you for the effects
of inflation or be as great as the yield you could have achieved on a conventional debt security of ours of comparable maturity.
The average basket return percentage is the average of the percentage changes in the closing level of the basket from the
pricing date to each quarterly valuation date occurring over the term of the notes. You should understand that the return on the
notes may be significantly lower than the actual return on the basket, as measured from the pricing date to the final valuation
date, because of the manner in which the average basket return percentage is calculated. In addition, as an investor in the
notes, you must be willing to forgo any dividends paid on the stocks included in the S&P 500® Index or the iSTOXX® Europe
Economic Growth Select 50 Index over the term of the notes.
In order to obtain the modified exposure to the basket that the notes 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 notes if we and
Citigroup Inc. default on our obligations. All pa ym e nt s on t he not e 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 notes are fully and unconditionally guaranteed by Citigroup Inc.
Ba sk e t :
I nit ia l
Com pone nt
Ba sk e t Com pone nt
We ight ing
V a lue *
M ult iplie r* *
S&P 500® Index (ticker symbol: "SPX")
50%
3,036.89
0.01646
iSTOXX® Europe Economic Growth Select 50 Index
50%
101.13
0.49441
(ticker symbol: "SXEEGSP")
* The initial component value for each basket component is the closing level of that basket component
on the pricing date
** The multiplier for each basket component is determined as follows: (initial basket level × weighting) /
initial component value.
Aggre ga t e st a t e d
$2,491,000
princ ipa l a m ount :
St a t e d princ ipa l
$1,000 per note
a m ount :
Pric ing da t e :
October 29, 2019
I ssue da t e :
November 1, 2019
V a lua t ion da t e s:
January 29, 2020, April 29, 2020, July 29, 2020, October 29, 2020, January 29, 2021, April 29, 2021,
July 29, 2021, October 29, 2021, January 28, 2022, April 29, 2022, July 29, 2022, October 28, 2022,
January 27, 2023, April 28, 2023, July 28, 2023, October 27, 2023, January 29, 2024, April 29, 2024,
July 29, 2024 and October 29, 2024, each subject to postponement if such date is not a scheduled
trading day or if certain market disruption events occur with respect to a basket component
M a t urit y da t e :
November 1, 2024
Pa ym e nt a t m a t urit y: For each note, the $1,000 stated principal amount per note plus the note return amount, which will be
either zero or positive
N ot e re t urn a m ount :
? If the average basket return percentage is gre a t e r t ha n ze ro :
$1,000 × average basket return percentage × upside participation rate
? If the average basket return percentage is le ss t ha n or e qua l t o ze ro :
$0
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Ave ra ge ba sk e t
The arithmetic average of the interim basket return percentages, as measured on each of the valuation
re t urn pe rc e nt a ge :
dates
I nt e rim ba sk e t re t urn On each valuation date: (ending basket level - initial basket level) / initial basket level
pe rc e nt a ge :
I nit ia l ba sk e t le ve l:
100
Ending ba sk e t le ve l: The closing level of the basket on the relevant valuation date. The closing level of the basket on any
valuation date is equal to the sum of the products of each basket component's closing level on that date
and its multiplier
U pside pa rt ic ipa t ion 100.00%
ra t e :
List ing:
The notes will not be listed on any securities exchange
CU SI P / I SI N :
17327THY5 / US17327THY55
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
issue pric e :
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r
Pe r not e :
$1,000
$30
$970
T ot a l:
$2,491,000
$74,730
$2,416,270
(1) On the date of this pricing supplement, the estimated value of the notes is $925.30 per note, which is less than the issue price. The
estimated value of the notes 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 notes from
you at any time after issuance. See "Valuation of the Notes" in this pricing supplement.
(2) For more information on the distribution of the notes, 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 notes declines. See "Use
of Proceeds and Hedging" in the accompanying prospectus.
I nve st ing in t he not e 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 (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s
a pprove d or disa pprove d of t he not e s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying
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, each of which can be accessed via the hyperlinks below.
Produc t Supple m e nt N o. EA-0 3 -0 7 da t e d M a rc h 7 , 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 not e s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.

Additional Information

Ge ne ra l. The terms of the notes 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, certain events may occur that could
affect your payment at maturity. These events, including market disruption events and other events affecting the basket
components, and their consequences are described in the accompanying product supplement in the section "Description of the
Notes--Certain Additional Terms for Notes Linked to an Underlying Index--Consequences of a Market Disruption Event;
Postponement of a Valuation Date" and "--Discontinuance or Material Modification of an Underlying Index." The accompanying
underlying supplement contains important disclosures regarding certain of the basket components that are 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 connection with your investment in the notes. Certain terms
used but not defined in this pricing supplement are defined in the accompanying product supplement.

Post pone m e nt of a va lua t ion da t e . If a valuation date is postponed for a reason that affects less than all of the basket
components, the ending basket level on that valuation date will be calculated based on (i) for each unaffected basket component,
its closing level on the originally scheduled valuation date and (ii) for each affected basket component, its closing level on the
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valuation date as postponed (or, if earlier, the first scheduled trading day for that basket component following the originally
scheduled valuation date on which a market disruption event did not occur with respect to that basket component). See
"Description of the Notes--Certain Additional Terms for Notes Linked to an Underlying Index--Consequences of a Market
Disruption Event; Postponement of a Valuation Date" in the accompanying product supplement.

M ult iple Ex c ha nge I nde x . The iSTOXX® Europe Economic Growth Select 50 Index is a "multiple exchange index" as
described in "Description of the Notes--Certain Additional Terms for Notes Linked to an Underlying Index--Consequences of a
Market Disruption Event; Postponement of a Valuation Date" in the accompanying product supplement.

PS-2
Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The following four examples illustrate the calculation of the average basket return percentage and the payment at maturity on the
notes based on different hypothetical interim basket return percentages for each of the quarterly valuation dates occurring during
the term of the notes.

I nve st ors in t he not e s w ill not re c e ive a ny divide nds pa id on t he st oc k s inc lude d in t he S& P 5 0 0 ® I nde x or
t he iST OX X ® Europe Ec onom ic Grow t h Se le c t 5 0 I nde x . T he 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 not e s. See "Summary Risk Factors--Investing in the notes is not equivalent to
investing in the basket components" below.

Ex a m ple 1

H ypot he t ic a l Pe rform a nc e of t he Ba sk e t

T he int e rim ba sk e t re t urn pe rc e nt a ge from t he pric ing da t e t o t he fina l va lua t ion da t e is 1 3 .0 0 % but t he
a ve ra ge ba sk e t re t urn pe rc e nt a ge is only 6 .5 0 % . The graph above illustrates the hypothetical percentage change in the
closing level of the basket from the pricing date to each of the valuation dates. In this example, the basket appreciates steadily
over the term of the notes.

Payment at maturity per note = $1,000 + the note return amount

= $1,000 + ($1,000 × average basket return percentage × upside participation rate)

= $1,000 + ($1,000 × 6.50% × 100.00%)

= $1,000 + $65.00

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= $1,065.00

Because the average basket return percentage is greater than zero, your payment at maturity in this example would be equal to
the $1,000 stated principal amount per note plus the note return amount, or $1,065.00 per note. In this example, the return on the
notes is significantly less than the performance of the basket as measured from the pricing date to the final valuation date.

PS-3
Citigroup Global Markets Holdings Inc.

Ex a m ple 2

H ypot he t ic a l Pe rform a nc e of t he Ba sk e t

T he int e rim ba sk e t re t urn pe rc e nt a ge from t he pric ing da t e t o t he fina l va lua t ion da t e is -1 4 .1 3 % a nd t he
a ve ra ge ba sk e t re t urn pe rc e nt a ge is -3 .2 5 % . The graph above illustrates the hypothetical percentage change in the
closing level of the basket from the pricing date to each of the valuation dates. In this example, the basket has negative interim
basket return percentages on some valuation dates and positive interim basket return percentages on other valuation dates.
Because the negative interim basket return percentages are relatively large in absolute terms, the positive interim basket return
percentages are more than offset by the negative interim basket return percentages, and the average basket return percentage is -
3.25%.

Payment at maturity per note = $1,000 + the note return amount

= $1,000 + $0

= $1,000 + $0

= $1,000.00

Because the average basket return percentage is less than zero, the note return amount will equal zero. Accordingly, the payment
at maturity per note will equal the $1,000.00 stated principal amount per note.

Ex a m ple 3

H ypot he t ic a l Pe rform a nc e of t he Ba sk e t

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T he int e rim ba sk e t re t urn pe rc e nt a ge from t he pric ing da t e t o t he fina l va lua t ion da t e is 7 .5 0 % but t he
a ve ra ge ba sk e t re t urn pe rc e nt a ge is only -0 .6 8 % . The graph above illustrates the hypothetical percentage change in the
closing level of the basket from the pricing date to each of the valuation dates. In this example, the basket depreciates early in the
term of the notes, remains at a level

PS-4
Citigroup Global Markets Holdings Inc.

below the initial basket level for a significant period of time and then appreciates significantly later in the term of the notes. In this
example, the notes significantly underperform the basket over the term of the notes.

Payment at maturity per note = $1,000 + the note return amount

= $1,000 + $0

= $1,000 + $0

= $1,000.00

Because the average basket return percentage is less than zero, the note return amount will equal zero. Accordingly, the payment
at maturity per note will equal the $1,000.00 stated principal amount per note.

Ex a m ple 4

H ypot he t ic a l Pe rform a nc e of t he Ba sk e t

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T he int e rim ba sk e t re t urn pe rc e nt a ge from t he pric ing da t e t o t he fina l va lua t ion da t e is -0 .5 0 % a nd t he
a ve ra ge ba sk e t re t urn pe rc e nt a ge is 5 .3 0 % . The graph above illustrates the hypothetical percentage change in the
closing level of the basket from the pricing date to each of the valuation dates. In this example, the basket appreciates early in the
term of the notes and then declines significantly later in the term of the notes. The level of the basket is greater than its closing
level on the final valuation date for a significant period of time during the term of the notes. The average basket return percentage
is 5.30%, which is greater than -0.50%, the interim basket return percentage from the pricing date to the final valuation date.

Payment at maturity per note = $1,000 + the note return amount

= $1,000 + ($1,000 × average basket return percentage × upside participation rate)

= $1,000 + ($1,000 × 5.30% × 100.00%)

= $1,000 + $53.00

= $1,053.00

Because the average basket return percentage is greater than zero, your payment at maturity in this example would be equal to
the $1,000 stated principal amount per note plus the note return amount, or $1,053.00 per note.

PS-5
Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the notes is significantly riskier than an investment in conventional debt securities. The notes 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 notes, and are also subject to risks associated with the basket
components. Accordingly, the notes are suitable only for investors who are capable of understanding the complexities and risks of
the notes. You should consult your own financial, tax and legal advisors as to the risks of an investment in the notes and the
suitability of the notes in light of your particular circumstances.

The following is a summary of certain key risk factors for investors in the notes. You should read this summary together with the
more detailed description of risks relating to an investment in the notes contained in the section "Risk Factors Relating to the
Notes" beginning on page EA-6 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 not re c e ive a ny re t urn on your inve st m e nt in t he not e s. You will receive a positive return on your
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investment in the notes only if the average basket return percentage is greater than zero. If the average basket return
percentage is equal to or less than zero, you will receive only the stated principal amount for each note you hold at maturity.
As the notes do not pay any interest, even if the average basket return percentage is greater than zero, there is no assurance
that your total return at maturity on the notes will be as great as could have been achieved on conventional debt securities of
ours of comparable maturity.

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

?
Alt hough t he not e s provide for t he re pa ym e nt of t he st a t e d princ ipa l a m ount a t m a t urit y, you m a y
ne ve rt he le ss suffe r a loss on your inve st m e nt in re a l va lue t e rm s if t he a ve ra ge ba sk e t re t urn
pe rc e nt a ge is le ss t ha n or not suffic ie nt ly gre a t e r t ha n ze ro. This is because inflation may cause the real value of
the stated principal amount to be less at maturity than it is at the time you invest, and because an investment in the notes
represents a forgone opportunity to invest in an alternative asset that does generate a positive real return. This potential loss in
real value terms is significant given the 5-year term of the notes. You should carefully consider whether an investment that
may provide a return that is lower than the return on alternative investments is appropriate for you.

?
T he not e s a re de signe d for inve st ors w ho a re w illing t o forgo full upside e x posure t o t he ba sk e t in
c e rt a in m a rk e t sc e na rios in orde r t o a void dow nside e x posure t o t he ba sk e t . Your potential for a positive
return on the notes is based on the average basket return percentage of the basket. You should understand that the average
basket return percentage may be significantly lower than the actual return on the basket as measured from the pricing date to
the final valuation date. In particular, if the closing level of the basket is greater on the final valuation date than it was, on
average, on the quarterly valuation dates over the term of the notes, the average basket return percentage will be lower than
the actual return on the basket. For example, if the closing level of the basket increases at a more or less steady rate over the
term of the notes, the average basket return percentage will be less than the percentage increase in the closing level of the
basket from the pricing date to the final valuation date. This underperformance will be especially significant if there is a
significant increase in the closing level of the basket during the latter portion of the term of the notes. In addition, it is possible
that the average basket return percentage will be zero or negative, resulting in no return on the notes, even if the closing level
of the basket at or near maturity is significantly greater than it was on the pricing date. One scenario in which this may occur is
when the closing level of the basket declines early in the term of the notes, remains below the initial basket level for a
significant period of time and then increases significantly later in the term of the notes.

Because the average basket return percentage may be significantly lower than the actual return on the basket from the pricing
date to the final valuation date, an investment in the notes may significantly underperform a direct investment in the basket.
This is an important trade-off that investors in the notes must be willing to make in exchange for the repayment of the stated
principal amount at maturity even if the basket declines. You should not invest in the notes unless you understand and are
willing to accept the drawbacks associated with the averaging feature of the notes.

?
I nve st ing in t he not e s is not e quiva le nt t o inve st ing in t he ba sk e t c om pone nt s. You will not have voting rights,
rights to receive dividends on stocks or any other rights with respect to the basket components or the securities included in the
basket components. The payment scenarios described in this pricing supplement do not show any effect of lost dividend over
the term of the notes.

It is important to understand that, for purposes of measuring the performance of the basket components, the levels used will
not reflect the receipt or reinvestment of dividends on the basket components or their underlying securities. Dividend yield on
the basket components would be expected to represent a significant portion of the overall return on a direct investment in the
basket components, but will not be reflected in the performance of the basket components as measured for purposes of the
notes (except to the extent that dividends reduce the levels of the basket components).

PS-6
Citigroup Global Markets Holdings Inc.

?
T he not e 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 notes and Citigroup Inc. defaults on its guarantee obligations, you may not receive
anything owed to you under the notes.

?
T he not e s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o
m a t urit y. The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for
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the notes. CGMI currently intends to make a secondary market in relation to the notes and to provide an indicative bid price for
the notes on a daily basis. Any indicative bid price for the notes provided by CGMI will be determined in CGMI's sole
discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI
that the notes can be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid
prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no
secondary market at all for the notes because it is likely that CGMI will be the only broker-dealer that is willing to buy your
notes prior to maturity. Accordingly, an investor must be prepared to hold the notes until maturity.

?
Sa le of t he not e s prior t o m a t urit y m a y re sult in a loss of princ ipa l. You will be entitled to receive at least the full
stated principal amount of your notes, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.,
only if you hold the notes to maturity. The value of the notes may fluctuate during the term of the notes, and if you are able to
sell your notes prior to maturity, you may receive less than the full stated principal amount of your notes.

?
T he e st im a t e d va lue of t he not e 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 notes 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 notes, (ii) hedging and other costs incurred by us and our affiliates in
connection with the offering of the notes 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 notes. These costs adversely affect the economic
terms of the notes because, if they were lower, the economic terms of the notes would be more favorable to you. The
economic terms of the notes are also likely to be adversely affected by the use of our internal funding rate, rather than our
secondary market rate, to price the notes. See "The estimated value of the notes would be lower if it were calculated based on
our secondary market rate" below.

?
T he e st im a t e d va lue of t he not e 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 the basket
components, the correlation among the basket components, dividend yields on the basket components or the securities
included in the basket components 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 notes. Moreover, the estimated value of the
notes set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine
for the notes for other purposes, including for accounting purposes. You should not invest in the notes because of the
estimated value of the notes. Instead, you should be willing to hold the notes to maturity irrespective of the initial estimated
value.

?
T he e st im a t e d va lue of t he not e 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 notes 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 notes. 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 notes for
purposes of any purchases of the notes from you in the secondary market. If the estimated value included 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 notes, 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 we will pay to investors in the notes, which do not bear interest.

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 notes, 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 notes prior to maturity.

?
T he e st im a t e d va lue of t he not e 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 not e 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 notes 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 notes 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 notes than if our internal
funding rate were used. In addition, any secondary market price for the notes will be reduced by a bid-ask spread, which may
vary depending on the aggregate stated
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PS-7
Citigroup Global Markets Holdings Inc.

principal amount of the notes 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 notes will be less than the issue price.

?
T he va lue of t he not e 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 notes prior to maturity will fluctuate based on the levels of the basket components and a number of other factors,
including the volatility of the basket components, the correlation among the basket components, the dividend yields on the
basket components or the securities included in the basket components, the volatility of the exchange rate between the U.S.
dollar and the euro, the correlation between that exchange rate and the level of the iSTOXX® Europe Economic Growth Select
50 Index, interest rates generally, the time remaining to maturity and our and/or Citigroup Inc.'s creditworthiness, as reflected in
our secondary market rate. Changes in the levels of the basket components may not result in a comparable change in the
value of your notes. You should understand that the value of your notes at any time prior to maturity may be significantly less
than the issue price.

?
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 Notes" in this pricing supplement.

?
T he ba sk e t c om pone nt s m a y offse t e a c h ot he r. The performance of one basket component may not correlate with
the performance of the other basket components. If one of the basket components appreciates, the other basket components
may not appreciate as much or may even depreciate. In such event, the appreciation of one of the basket components may be
moderated, wholly offset or more than offset by lesser appreciation or by depreciation in the value of one or more of the other
basket components.

?
T he ba sk e t c om pone nt s m a y be highly c orre la t e d in de c line . The performances of the basket components may
become highly correlated during periods of declining prices. This may occur because of events that have broad effects on
markets generally or on the markets that the basket components track. If the basket components become correlated in decline,
the depreciation of one basket component will not be offset by the performance of the other basket components and, in fact,
each basket component may contribute to an overall decline from the initial basket level to each of the ending basket levels
during the term of the notes.

?
Cha nge s m a de by t he sponsor of a ba sk e t c om pone nt m a y a ffe c t t he ba sk e t c om pone nt . We are not
affiliated with the sponsors of the S&P 500® Index or the iSTOXX® Europe Economic Growth Select 50 Index. Changes that
affect the basket components may affect the value of your notes. The sponsor of an index may add, delete or substitute the
securities that constitute the index or make other methodological changes that could affect the level of the index. We are not
affiliated with any such index sponsor and, accordingly, we have no control over any changes any such index sponsor may
make. Such changes could be made at any time and could adversely affect the performance of the basket components and the
value of and your payment at maturity on the notes.

?
Our offe ring of t he not e s doe s not c onst it ut e a re c om m e nda t ion of t he ba sk e t or t he ba sk e t
c om pone nt s. The fact that we are offering the notes does not mean that we believe that investing in an instrument linked to
the basket or any of the basket components 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 securities included in the basket components or in
instruments related to the basket components or such securities, and may publish research or express opinions, that in each
case are inconsistent with an investment linked to the basket components. These and other activities of our affiliates may affect
the values of the basket components in a way that has a negative impact on your interests as a holder of the notes.

?
T he va lue of a ba sk e t c om pone nt 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 have hedged our obligations under the notes through CGMI or other of our affiliates, who have taken
positions directly in the applicable basket components or the securities included in the basket components and other financial
instruments related to the basket components or such securities and may adjust such positions during the term of the notes.
Our affiliates also trade the applicable basket components or the securities included in the basket components and other
financial instruments related to the basket components or such securities 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
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activities could affect the values of the basket components in a way that negatively affects the value of the notes. They could
also result in substantial returns for us or our affiliates while the value of the notes declines.

?
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 may currently or from time to time engage in business with the issuers of the securities
included in the basket components, including extending loans to, making equity investments in or providing advisory services to
such issuers. In the course of this business, we or our affiliates may acquire non-public information about such issuers, which
we will not disclose to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any
remedies against such issuer that are available to them without regard to your interests.

PS-8
Citigroup Global Markets Holdings Inc.

?
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 not e s. If certain events occur, such as market disruption events or the discontinuance of the S&P 500® Index or the
iSTOXX® Europe Economic Growth Select 50 Index, CGMI, as calculation agent, will be required to make discretionary
judgments that could significantly affect your payment at maturity. 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 notes.

?
T he not e s m a y be c om e link e d t o a diffe re nt ba sk e t c om pone nt t ha n t he iST OX X ® Europe Ec onom ic
Grow t h Se le c t 5 0 I nde x . As described under "Additional Terms of the Notes" in this pricing supplement, if the iSTOXX®
Europe Economic Growth Select 50 Index is discontinued or is materially modified, the calculation agent will in certain
circumstances select the parent index to be a successor to the iSTOXX® Europe Economic Growth Select 50 Index for all
purposes under the notes. In these circumstances, the parent index may perform less favorably than the iSTOXX® Europe
Economic Growth Select 50 Index would have performed.

Risk s Re la t ing t o t he iST OX X ® Europe Ec onom ic Grow t h Se le c t 5 0 I nde x

Set forth below is a discussion of risks relating to the iSTOXX® Europe Economic Growth Select 50 Index. The following discussion
of risks relating to the iSTOXX® Europe Economic Growth Select 50 Index should be read together with Annex A to this pricing
supplement, which defines and further describes a number of the terms and concepts referred to in this section.

?
T he re c a n be no a ssura nc e t ha t t he iST OX X ® Europe Ec onom ic Grow t h Se le c t 5 0 I nde x w ill out pe rform
t he pa re nt inde x from w hic h it s c om pone nt c om pa nie s a re se le c t e d, a nd t he iST OX X ® Europe Ec onom ic
Grow t h Se le c t 5 0 I nde x m a y in fa c t signific a nt ly unde rpe rform t he pa re nt inde x . The iSTOXX® Europe
Economic Growth Select 50 Index applies a hypothetical rules-based investment methodology to select 50 component
companies from the parent index on a quarterly basis and to weight those companies in a way that differs from the way in
which they are weighted in the parent index. There can be no assurance that the iSTOXX® Europe Economic Growth Select 50
Index's selection and weighting methodology will result in the iSTOXX® Europe Economic Growth Select 50 Index
outperforming the parent index. In fact, the 50 component companies selected every quarter by the iSTOXX® Europe
Economic Growth Select 50 Index may systematically underperform the 600 companies that make up the parent index, and as
a result the iSTOXX® Europe Economic Growth Select 50 Index may underperform the parent index.

?
T he iST OX X ® Europe Ec onom ic Grow t h Se le c t 5 0 I nde x m e t hodology re lie s t o a signific a nt e x t e nt on
prox y m e a sure m e nt s t ha t m a y not a c c ura t e ly m e a sure w ha t t he y se e k t o m e a sure . The iSTOXX® Europe
Economic Growth Select 50 Index aims to give greater weights to component companies that derive more of their revenues
from countries with higher projected GDP growth, and vice versa. However, many component companies may not report what
percentage of their revenues are derived from particular countries, or may report only a portion of their revenues on a country-
specific basis. If a component company does not report the percentage of its revenues that are derived from particular
countries, the iSTOXX® Europe Economic Growth Select 50 Index will rely on one of a number of possible proxy
measurements in lieu of actual revenue exposure numbers. As described in more detail in Annex A, these proxies may include:

?
the percentage of exports from the component company's home country and industry that are made to a particular country
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