Bond Citi Global Markets 10% ( US17328VSV35 ) in USD

Issuer Citi Global Markets
Market price refresh price now   98.45 %  ⇌ 
Country  United States
ISIN code  US17328VSV35 ( in USD )
Interest rate 10% per year ( payment 2 times a year)
Maturity 30/12/2027



Prospectus brochure of the bond Citigroup Global Markets Holdings US17328VSV35 en USD 10%, maturity 30/12/2027


Minimal amount 1 000 USD
Total amount 1 391 000 USD
Cusip 17328VSV3
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Next Coupon 30/06/2025 ( In 50 days )
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 US17328VSV35, pays a coupon of 10% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/12/2027

The Bond issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17328VSV35, was rated NR by Moody's credit rating agency.







424B2 1 dp131102_424b2-us2000758.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings
J une 2 5 , 2 0 2 0
M e dium -T e rm Se nior N ot e s, Se rie s N
Inc.
Pric ing Supple m e nt N o. 2 0 2 0 -U SN CH 4 5 1 9
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
Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Dow Jones
Industrial AverageTM and the VanEck Vectors® Gold Miners ETF Due December 30, 2027
?
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 all are paid, would produce a yield that is generally higher than the yield on our conventional debt
securities of the same maturity. In exchange for this higher potential yield, you must be willing 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, (ii) the value of what you receive at maturity may be significantly less than
the stated principal amount of your securities, and (iii) the securities may be automatically called for redemption prior to
maturity beginning on the first potential autocall date specified below. Each of these risks will depend solely on the
performance of the w orst pe rform ing of the underlyings specified below.
?
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. Although you will have downside exposure to the worst performing underlying, you will not receive
dividends with respect to any underlying or participate in any appreciation of any underlying.
?
Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not
receiving any payments 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 rlyings:
I nit ia l unde rlying
Coupon ba rrie r
U nde rlying
va lue *
va lue * *
Fina l buffe r va lue * *
Dow Jones
Industrial

AverageTM
25,745.60
19,309.200
19,309.20
VanEck Vectors®

Gold Miners ETF
$34.96
$26.220
$26.22

*For each underlying, its closing value on the pricing date
**For each underlying, 75.00% of its initial underlying value
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
June 25, 2020
I ssue da t e :
June 30, 2020
V a lua t ion da t e s:
July 27, 2020, August 25, 2020, September 25, 2020, October 26, 2020, November 25, 2020,
December 28, 2020, January 25, 2021, February 25, 2021, March 25, 2021, April 26, 2021, May
25, 2021, June 25, 2021, July 26, 2021, August 25, 2021, September 27, 2021, October 25,
2021, November 26, 2021, December 27, 2021, January 25, 2022, February 25, 2022, March 25,
2022, April 25, 2022, May 25, 2022, June 27, 2022, July 25, 2022, August 25, 2022, September
26, 2022, October 25, 2022, November 25, 2022, December 27, 2022, January 25, 2023,
February 27, 2023, March 27, 2023, April 25, 2023, May 25, 2023, June 26, 2023, July 25, 2023,
August 25, 2023, September 25, 2023, October 25, 2023, November 27, 2023, December 26,
2023, January 25, 2024, February 26, 2024, March 25, 2024, April 25, 2024, May 28, 2024, June
25, 2024, July 25, 2024, August 26, 2024, September 25, 2024, October 25, 2024, November 25,
2024, December 26, 2024, January 27, 2025, February 25, 2025, March 25, 2025, April 25,
2025, May 27, 2025, June 25, 2025, July 25, 2025, August 25, 2025, September 25, 2025,
October 27, 2025, November 25, 2025, December 26, 2025, January 26, 2026, February 25,
2026, March 25, 2026, April 27, 2026, May 26, 2026, June 25, 2026, July 27, 2026, August 25,
2026, September 25, 2026, October 26, 2026, November 25, 2026, December 28, 2026, January
25, 2027, February 25, 2027, March 25, 2027, April 26, 2027, May 25, 2027, June 25, 2027, July
26, 2027, August 25, 2027, September 27, 2027, October 25, 2027, November 26, 2027 and
December 27, 2027 (the "final valuation date"), each 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 :
Unless earlier redeemed, December 30, 2027
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Cont inge nt c oupon
The third business day after each valuation date, except that the contingent coupon payment date
pa ym e nt da t e s:
following the final valuation date will be the maturity date
Cont inge nt c oupon:
On each contingent coupon payment date, unless previously redeemed, the securities will pay a
contingent coupon equal to 0.833333% of the stated principal amount of the securities (equivalent
to a contingent coupon rate of 10.00% per annum) if a nd 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. I f t he c losing va lue of t he w orst pe rform ing unde rlying on a ny
va lua t ion da t e is le ss t ha n it s c oupon ba rrie r va lue , you w ill not re c e ive a ny
c ont inge nt c oupon pa ym e nt on t he im m e dia t e ly follow ing c ont inge nt c oupon
pa ym e nt da t e .
Pa ym e nt a t m a t urit y:
If the securities are not automatically redeemed prior to maturity, you will receive at maturity for
each security you then hold (in addition to the final contingent coupon payment, if applicable):
If the final underlying value of the worst performing underlying on the final valuation date is
gre a t e r t ha n or e qua l t o its final buffer value: $1,000
If the final underlying value of the worst performing underlying on the final valuation date is
le ss t ha n its final buffer value:
$1,000 + [$1,000 × (the underlying return of the worst performing underlying on the final
valuation date + the buffer percentage)]
I f t he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y a nd t he fina l
unde rlying va lue of t he w orst pe rform ing unde rlying on t he fina l va lua t ion da t e
is le ss t ha n it s fina l buffe r va lue , w hic h m e a ns t ha t t he w orst pe rform ing
unde rlying on t he fina l va lua t ion da t e ha s de pre c ia t e d from it s init ia l unde rlying
va lue by m ore t ha n t he buffe r pe rc e nt a ge , 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 a t m a t urit y for e ve ry 1 % by w hic h t ha t
de pre c ia t ion e x c e e ds t he buffe r pe rc e nt a ge .
Buffe r pe rc e nt a ge :
25.00%
List ing:
The securities will not be listed on any securities exchange
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
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:
$1,000.00
$40.00
$960.00
T ot a l:
$1,391,000.00
$55,556.54
$1,335,443.46
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $859.90 per security, which is less than the
issue price. The estimated value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is
not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any
other person may be willing to buy the securities from you at any time after issuance. See "Valuation of the Securities" in this
pricing supplement.
(2) CGMI will receive an underwriting fee of up to $40.00 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 4 -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 .

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Citigroup Global Markets Holdings Inc.

K EY T ERM S (c ont inue d)
Aut om a t ic e a rly
If, on any potential autocall date, the closing value of the worst performing underlying on that
re de m pt ion:
potential autocall date is greater than or equal to its initial underlying value, each security you then
hold will be automatically called on that potential autocall date for redemption on the immediately
following contingent coupon payment date for an amount in cash equal to $1,000.00 plus the
related contingent coupon payment. T he a ut om a t ic e a rly re de m pt ion fe a t ure m a y
signific a nt ly lim it your pot e nt ia l re t urn on t he se c urit ie s. I f t he w orst pe rform ing
unde rlying pe rform s in a w a y t ha t w ould ot he rw ise be fa vora ble , t he se c urit ie s
a re lik e ly t o be a ut om a t ic a lly c a lle d for re de m pt ion prior t o m a t urit y, c ut t ing
short your opport unit y t o re c e ive c ont inge nt c oupon pa ym e nt s. T he se c urit ie s
m a y be a ut om a t ic a lly c a lle d for re de m pt ion a s e a rly a s t he first pot e nt ia l
a ut oc a ll da t e spe c ifie d be low .
Pot e nt ia l a ut oc a ll da t e s: The valuation dates scheduled to occur on June 25, 2021, September 27, 2021, December 27,
2021, March 25, 2022, June 27, 2022, September 26, 2022, December 27, 2022, March 27, 2023,
June 26, 2023, September 25, 2023, December 26, 2023, March 25, 2024, June 25, 2024,
September 25, 2024, December 26, 2024, March 25, 2025, June 25, 2025, September 25, 2025,
December 26, 2025, March 25, 2026, June 25, 2026, September 25, 2026, December 28, 2026,
March 25, 2027, June 25, 2027 and September 27, 2027
Fina l unde rlying va lue :
For each underlying, its closing value on the final valuation date
Worst pe rform ing
For any valuation date, the underlying with the lowest underlying return determined as of that
unde rlying:
valuation date
U nde rlying re t urn:
For each underlying on any valuation date, (i) its closing value on that valuation date minus its
initial underlying value, divided by (ii) its initial underlying value
CU SI P / I SI N :
17328VSV3 / US17328VSV35


PS-2
Citigroup Global Markets Holdings Inc.

Additional Information

Ge ne ra l. 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.

Closing V a lue . The "closing value" of an underlying on any date is (i) in the case of an underlying that is an underlying index, its
closing level on such date and (ii) in the case of an underlying that is an underlying ETF, the closing price of its underlying shares
on such date, as provided in the accompanying product supplement. The "underlying shares" of an underlying ETF are its shares
that are traded on a U.S. national securities exchange. Please see the accompanying product supplement for more information.

Prospe c t us. The first sentence of "Description of Debt Securities-- Events of Default and Defaults" in the accompanying
prospectus shall be amended to read in its entirety as follows:

Events of default under the indenture are:

·
failure of Citigroup Global Markets Holdings or Citigroup to pay required interest on any debt security of such series for 30
days;

·
failure of Citigroup Global Markets Holdings or Citigroup to pay principal, other than a scheduled installment payment to a
sinking fund, on any debt security of such series for 30 days;
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·
failure of Citigroup Global Markets Holdings or Citigroup to make any required scheduled installment payment to a sinking
fund for 30 days on debt securities of such series;

·
failure of Citigroup Global Markets Holdings to perform for 90 days after notice any other covenant in the indenture
applicable to it other than a covenant included in the indenture solely for the benefit of a series of debt securities other
than such series; and

·
certain events of bankruptcy or insolvency of Citigroup Global Markets Holdings, whether voluntary or not (Section 6.01).


PS-3
Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The examples in the first section below illustrate how to determine whether a contingent coupon will be paid and whether the
securities will be automatically called for redemption following a valuation date that is also a potential autocall date. The examples
in the second section below illustrate how to determine the payment at maturity on the securities, assuming the securities are not
automatically redeemed prior to maturity. The examples are solely for illustrative purposes, do not show all possible outcomes and
are not a prediction of any payment that may be made on the securities.

The examples below are based on the following hypothetical values and do not reflect the actual initial underlying values, coupon
barrier values or final buffer values of the underlyings. For the actual initial underlying value, coupon barrier value and final buffer
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 will be calculated based on the actual initial underlying value, coupon barrier value and final
buffer value of each underlying, and not the hypothetical values indicated below. For ease of analysis, figures below have been
rounded.

H ypot he t ic a l init ia l
H ypot he t ic a l c oupon
H ypot he t ic a l fina l buffe r
U nde rlying
unde rlying va lue
ba rrie r va lue
va lue
75.00 (75.00% of its
75.00 (75.00% of its
Dow Jones Industrial
hypothetical initial underlying
hypothetical initial underlying
AverageTM
100.00
value)
value)
$75.00 (75.00% of its
$75.00 (75.00% of its
VanEck Vectors® Gold Miners
hypothetical initial underlying
hypothetical initial underlying
ETF
$100.00
value)
value)

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

The three hypothetical examples below illustrate how to determine whether a contingent coupon will be paid and whether the
securities will be automatically redeemed following a hypothetical valuation date that is also a potential autocall date, assuming that
the closing values of the underlyings on the hypothetical valuation date are as indicated below.

H ypot he t ic a l c losing
H ypot he t ic a l c losing va lue
va lue of t he V a nEc k
H ypot he t ic a l pa ym e nt pe r
of t he Dow J one s
V e c t ors® Gold M ine rs ET F
$ 1 ,0 0 0 .0 0 se c urit y on
I ndust ria l Ave ra ge TM on
on hypot he t ic a l va lua t ion
re la t e d c ont inge nt

hypot he t ic a l va lua t ion da t e
da t e
c oupon pa ym e nt da t e
120
$85
$ 8 .3 3 3 3
(underlying return =
(underlying return =
(contingent coupon is paid;
Ex a m ple 1
(120 - 100) / 100 = 20%)
($85 - $100) / $100 = -15%)
securities not redeemed)
45
$120
$ 0 .0 0
(underlying return =
(underlying return =
(no contingent coupon;
Ex a m ple 2
(45 - 100) / 100 = -55%)
($120 - $100) / $100 = 20%)
securities not redeemed)
110
$115
$ 1 ,0 0 8 .3 3 3 3
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(underlying return =
(underlying return =
(contingent coupon is paid;
Ex a m ple 3
(110 - 100) / 100 = 10%)
($115 - $100) / $100 = 15%)
securities redeemed)

Ex a m ple 1 : On the hypothetical valuation date, the VanEck Vectors® Gold Miners ETF has the lowest underlying return and,
therefore, is the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst
performing underlying on the hypothetical valuation date is greater than its coupon barrier value but less than its initial underlying
value. As a result, investors in the securities would receive the contingent coupon payment on the related contingent coupon
payment date and the securities would not be automatically redeemed.

Ex a m ple 2 : On the hypothetical valuation date, the Dow Jones Industrial AverageTM has the lowest underlying return and,
therefore, is the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst
performing underlying on the hypothetical valuation date is less than its coupon barrier value. As a result, investors would not
receive any payment on the related contingent coupon payment date and the securities would not be automatically redeemed.

I nve st ors in t he se c urit ie s w ill not re c e ive a c ont inge nt c oupon on t he c ont inge nt c oupon pa ym e nt da t e
follow ing a va lua t ion da t e if t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t va lua t ion da t e is
le ss t ha n it s c oupon ba rrie r va lue . Whe t he r a c ont inge nt c oupon is pa id follow ing a va lua t ion da t e de pe nds
sole ly on t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t va lua t ion da t e .

Ex a m ple 3 : On the hypothetical valuation date, the Dow Jones Industrial AverageTM 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 both its coupon barrier value and its initial underlying value.
As a result, the securities would be automatically redeemed on the related contingent coupon payment date for an amount in cash
equal to $1,000.00 plus the related contingent coupon payment.

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


PS-4
Citigroup Global Markets Holdings Inc.

Hypothetical Examples of the Payment at Maturity on the Securities

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

H ypot he t ic a l fina l
H ypot he t ic a l fina l
unde rlying va lue of t he
unde rlying va lue of t he
H ypot he t ic a l pa ym e nt a t
Dow J one s I ndust ria l
V a nEc k V e c t ors® Gold
m a t urit y pe r $ 1 ,0 0 0 .0 0

Ave ra ge TM
M ine rs ET F
se c urit y
110
$120
(underlying return =
(underlying return =
$ 1 ,0 0 8 .3 3 3 3
Ex a m ple 4
(110 - 100) / 100 = 10%)
($120 - $100) / $100 = 20%)
(contingent coupon is paid)
110
$50
(underlying return =
(underlying return =
Ex a m ple 5
(110 - 100) / 100 = 10%)
($50 - $100) / $100 = -50%)
$ 7 5 0 .0 0
20
$75
(underlying return =
(underlying return =
Ex a m ple 6
(20 - 100) / 100 = -80%)
($75 - $100) / $100 = -25%)
$ 4 5 0 .0 0

Ex a m ple 4 : On the final valuation date, the Dow Jones Industrial AverageTM has the lowest underlying return and, therefore, is
the worst performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing
underlying on the final valuation date is greater than its final buffer 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.

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Ex a m ple 5 : On the final valuation date, the VanEck Vectors® Gold Miners ETF 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 buffer value. Accordingly, at maturity, you would receive a payment per
security calculated as follows:

Payment at maturity = $1,000.00 + [$1,000.00 × (the underlying return of the worst performing underlying on the final valuation date
+ the buffer percentage)]

= $1,000.00 + [$1,000.00 × (-50.00% + 25.00%)]

= $1,000.00 + ($1,000.00 × -25.00%)

= $1,000.00 + -$250.00

= $750.00

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less than its
final buffer value, you would lose a portion of your investment in the securities. Your payment at maturity would reflect a loss of 1%
of the stated principal amount of your securities for every 1% by which the depreciation of the worst performing underlying on the
final valuation date has exceeded the buffer percentage. 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.

Ex a m ple 6 : On the final valuation date, the Dow Jones Industrial AverageTM 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 buffer value. Accordingly, at maturity, you would receive a payment per
security calculated as follows:

Payment at maturity = $1,000.00 + [$1,000.00 × (the underlying return of the worst performing underlying on the final valuation date
+ the buffer percentage)]

= $1,000.00 + [$1,000.00 × (-80.00% + 25.00%)]

= $1,000.00 + ($1,000.00 × -55.00%)

= $1,000.00 + -$550.00

= $450.00

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less than its
final buffer value, you would lose a significant portion of your investment in the securities. Your payment at maturity would reflect a
loss of 1% of the stated principal amount of your securities for every 1% by which the depreciation of the worst performing
underlying on the final valuation date has exceeded the buffer percentage. 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.

I t is possible t ha t t he c losing va lue of t he w orst pe rform ing unde rlying w ill be le ss t ha n it s c oupon ba rrie r
va lue on e a c h va lua t ion da t e a nd le ss t ha n it s fina l buffe r va lue on t he fina l va lua t ion da t e , suc h t ha t you
w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt s ove r t he t e rm of t he se c urit ie s a nd 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 t m a t urit y.


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
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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 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 of your inve st m e nt . Unlike conventional debt securities, the securities do not
provide for the repayment of the stated principal amount at maturity in all circumstances. If the securities are not
automatically redeemed prior to maturity, your payment at maturity will 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 buffer value, which means that the worst performing underlying on the final valuation
date has depreciated from its initial underlying value by more than the buffer percentage, you will lose 1% of the stated
principal amount of your securities for every 1% by which that depreciation exceeds the buffer percentage.


Y ou w ill not re c e ive a ny c ont inge nt c oupon on t he c ont inge nt c oupon pa ym e nt da t e follow ing a ny
va lua t ion da t e on w hic h t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t va lua t ion da t e
is le ss t ha n it s c oupon ba rrie r va lue . A contingent coupon payment will 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 will not receive any contingent coupon payment on the immediately following
contingent coupon payment date. If the closing value of the worst performing underlying on each valuation date is below its
coupon barrier value, you will not receive any contingent coupon payments over the term of the securities.


H ighe r c ont inge nt c oupon ra t e s a re a ssoc ia t e d w it h gre a t e r risk . The securities offer contingent coupon
payments at an annualized rate that, if all are paid, would produce a yield that is generally 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. The volatility of, and correlation between, the closing
values of the underlyings are important factors affecting these risks. Greater expected volatility of, and lower expected
correlation between, the closing values of the underlyings as of the pricing date may result in a higher contingent coupon
rate, but would also represent a greater expected likelihood as of the pricing date that the closing value of the worst
performing underlying on one or more valuation dates will be less than its coupon barrier value, such that you will not
receive one or more, or any, contingent coupon payments during the term of the securities and that the final underlying
value of the worst performing underlying on the final valuation date will be less than its final buffer value, such that you will
not be repaid the stated principal amount of your securities at maturity.


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. 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 their closing values tend to increase or
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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.


Y ou m a y not be a de qua t e ly c om pe nsa t e d for a ssum ing t he dow nside risk of t he w orst pe rform ing
unde rlying. The potential contingent coupon payments on the securities are the compensation you receive for assuming
the downside risk of the worst performing underlying, as well as all 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


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Citigroup Global Markets Holdings Inc.

"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 all of the other risks of the securities, including the risk that the securities
may be automatically 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 all the risks of the securities, including the downside risk of the worst performing
underlying.


T he se c urit ie s m a y be a ut om a t ic a lly re de e m e d prior t o m a t urit y, lim it ing your opport unit y t o re c e ive
c ont inge nt c oupon pa ym e nt s. On any potential autocall date, the securities will be automatically called for
redemption if the closing value of the worst performing underlying on that potential autocall date is greater than or equal to
its initial underlying value. As a result, if the worst performing underlying performs in a way that would otherwise be
favorable, the securities are likely to be automatically redeemed, cutting short your opportunity to receive contingent coupon
payments. If the securities are automatically redeemed prior to maturity, you may not be able to reinvest your funds in
another investment that provides a similar yield with a similar level of risk.


T he se c urit ie s offe r dow nside e x posure t o t he w orst pe rform ing unde rlying, but no upside e x posure
t o a ny unde rlying. You will not participate in any appreciation in the value of any underlying over the term of the
securities. Consequently, your return on the securities will be limited to the contingent coupon payments you receive, if any,
and may be significantly less than the return on any underlying over the term of the securities. In addition, as an investor in
the securities, you will not receive any dividends or other distributions or have any other rights with respect to any of the
underlyings.


T he pe rform a nc e of t he se c urit ie s w ill de pe nd on t he c losing va lue s of t he unde rlyings sole ly on t he
va lua t ion da t e s, w hic h m a k e s t he se c urit ie s pa rt ic ula rly se nsit ive t o vola t ilit y in t he c losing va lue s
of t he unde rlyings on or ne a r t he va lua t ion da t e s. Whether the contingent coupon will be paid on any given
contingent coupon payment date and whether the securities will be automatically redeemed prior to maturity will depend on
the closing values of the underlyings solely on the applicable valuation dates, regardless of the closing values of the
underlyings on other days during the term of the securities. If the securities are not automatically redeemed prior to
maturity, what you receive at maturity will 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 will 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 historically been highly volatile.


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 a re risk ie r t ha n se c urit ie s w it h a short e r t e rm .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 will be subject to those risks for a longer period of time. In addition, the value of a longer-dated
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security is typically less than the value of an otherwise comparable security with a shorter term.


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.


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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Citigroup Global Markets Holdings Inc.


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 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.


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
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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.


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.


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.


T he V a nEc k V e c t ors® Gold M ine rs ET F is subje c t t o risk s a ssoc ia t e d w it h non -U .S. m a rk e t s.
Investments linked to the value of non-U.S. stocks involve risks associated with the securities markets in those countries,
including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in
companies in certain countries. Also, there is generally less publicly available information about companies in some of
these jurisdictions than about U.S. companies that are subject to the reporting requirements of the SEC. Further, non-U.S.
companies are generally subject to accounting, auditing and financial reporting standards and requirements and securities
trading rules that are different from those applicable to U.S. reporting companies. The prices of securities in foreign markets
may be affected by political, economic, financial and social factors in those countries, or global regions, including changes
in government, economic and fiscal policies and currency exchange laws. Moreover, the economies in such countries may
differ favorably or unfavorably from the economy of the United States in such respects as growth of gross national product,
rate of inflation, capital reinvestment, resources and self-sufficiency.


Fluc t ua t ions in e x c ha nge ra t e s w ill a ffe c t t he c losing va lue of t he V a nEc k V e c t ors® Gold M ine rs ET F.
Because the VanEck Vectors® Gold Miners ETF includes stocks that trade outside the United States and the closing value
of the VanEck Vectors® Gold Miners ETF is based on the U.S. dollar value of those stocks, the VanEck Vectors® Gold
Miners ETF is subject to currency exchange rate risk with respect to each of the currencies in which such stocks trade.
Exchange rate movements may be volatile and may be driven by numerous factors specific to the relevant countries,
including the supply of, and the demand for, the applicable currencies, as well as government policy and intervention and
macroeconomic factors. Exchange rate movements may also be influenced significantly by speculative trading. In general, if
the U.S. dollar strengthens against the currencies in which the stocks included in the VanEck Vectors® Gold Miners ETF
trade, the closing value of the VanEck Vectors® Gold Miners ETF will be adversely affected for that reason alone.


T he V a nEc k V e c t ors® Gold M ine rs ET F is subje c t t o risk s a ssoc ia t e d w it h t he gold a nd silve r m ining
indust rie s. The equity securities included in the NYSE Arca Gold Miners Index and that are generally tracked by the
VanEck Vectors® Gold Miners ETF are common stocks and American depositary receipts ("ADRs") of companies primarily
engaged in mining for gold and silver. The shares of the VanEck Vectors® Gold Miners ETF may be subject to increased
price volatility as they are linked to a single industry, market or sector and may be more susceptible to adverse economic,
market, political or regulatory occurrences affecting that industry, market or sector.

Because the VanEck Vectors® Gold Miners ETF invests primarily in common stocks and ADRs of companies that are
involved in the gold mining industries, the underlying shares of the VanEck Vectors® Gold Miners ETF are subject to
certain risks associated with such companies. Competitive pressures may have a significant effect on the financial
condition of such companies in the gold mining industry. Also, gold mining companies are highly dependent on the price of
gold. The price of gold is primarily affected by the global demand for and supply of gold. The market for gold bullion is
global, and gold prices are subject to volatile price movements over short periods of

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