Bond Citi Global Markets 10% ( US17328VUM08 ) in USD

Citi Global Markets

100.35 % ⇌

United States

US17328VUM08 ( in USD )

10% per year ( payment 2 times a year)

05/05/2025 - Bond has expired

Prospectus brochure of the bond Citigroup Global Markets Holdings US17328VUM08 in USD 10%, expired

1 000 USD

2 235 000 USD

17328VUM0

N/A

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

The Bond issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17328VUM08, pays a coupon of 10% per year.
The coupons are paid 2 times per year and the Bond maturity is 05/05/2025

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424B2 1 dp127584_424b2-us2097298.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings
April 30, 2020
Medium-Term Senior Notes, Series N
Inc.
Pricing Supplement No. 2020-USNCH4252
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
Cal able Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Dow Jones Industrial
AverageTM , the Russel 2000® Index and the S&P 500® Index Due May 5, 2025

The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and
guaranteed by Citigroup Inc. The securities offer the potential for periodic contingent coupon payments at an annualized rate that, if al are paid,
would produce a yield that is general y higher than the yield on our conventional debt securities of the same maturity. In exchange for this
higher potential yield, you must be wil ing to accept the risks that (i) your actual yield may be lower than the yield on our conventional debt
securities of the same maturity because you may not receive one or more, or any, contingent coupon payments, and (i ) the value of what you
receive at maturity may be significantly less than the stated principal amount of your securities, and may be zero. Each of these risks wil
depend solely on the performance of the worst performing of the underlyings specified below.

We have the right to cal the securities for mandatory redemption on any potential redemption date specified below.

You wil be subject to risks associated with each of the underlyings and wil be negatively affected by adverse movements in any one of the
underlyings. Although you wil have downside exposure to the worst performing underlying, you wil not receive dividends with respect to any
underlying or participate in any appreciation of any underlying.

Investors in the securities must be wil ing to accept (i) an investment that may have limited or no liquidity and (i ) the risk of not receiving any
payments due under the securities if we and Citigroup Inc. default on our obligations. All payments on the securities are subject to the
credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
KEY TERMS
Issuer:
Citigroup Global Markets Holdings Inc., a whol y owned subsidiary of Citigroup Inc.
Guarantee:
Al payments due on the securities are ful y and unconditional y guaranteed by Citigroup Inc.
Underlyings:
Underlying
Initial underlying value*
Coupon barrier value**
Final barrier value***

Dow Jones Industrial
AverageTM
24,345.72
17,042.004
14,607.432

Russel 2000® Index
1,310.664
917.465
786.398

S&P 500® Index
2,912.43
2,038.701
1,747.458

*For each underlying, its closing value on the pricing date
**For each underlying, 70.00% of its initial underlying value
***For each underlying, 60.00% of its initial underlying value
Stated principal amount:
$1,000 per security
Pricing date:
April 30, 2020
Issue date:
May 5, 2020
Valuation dates:
June 1, 2020, June 30, 2020, July 30, 2020, August 31, 2020, September 30, 2020, October 30, 2020, November 30,
2020, December 30, 2020, February 1, 2021, March 1, 2021, March 30, 2021, April 30, 2021, June 1, 2021, June 30,
2021, July 30, 2021, August 30, 2021, September 30, 2021, November 1, 2021, November 30, 2021, December 30,
2021, January 31, 2022, February 28, 2022, March 30, 2022, May 2, 2022, May 31, 2022, June 30, 2022, August 1,
2022, August 30, 2022, September 30, 2022, October 31, 2022, November 30, 2022, December 30, 2022, January
30, 2023, February 28, 2023, March 30, 2023, May 1, 2023, May 30, 2023, June 30, 2023, July 31, 2023, August 30,
2023, October 2, 2023, October 30, 2023, November 30, 2023, January 2, 2024, January 30, 2024, February 29,
2024, April 1, 2024, April 30, 2024, May 30, 2024, July 1, 2024, July 30, 2024, August 30, 2024, September 30, 2024,
October 30, 2024, December 2, 2024, December 30, 2024, January 30, 2025, February 28, 2025, March 31, 2025
and April 30, 2025 (the "final valuation date"), each subject to postponement if such date is not a scheduled trading
day or certain market disruption events occur
Maturity date:
Unless earlier redeemed, May 5, 2025
Contingent coupon
The third business day after each valuation date, except that the contingent coupon payment date fol owing the final
payment dates:
valuation date wil be the maturity date
Contingent coupon:
On each contingent coupon payment date, unless previously redeemed, the securities wil pay a contingent coupon
equal to 0.8333% of the stated principal amount of the securities (equivalent to a contingent coupon rate of
approximately 10.00% per annum) if and only if the closing value of the worst performing underlying on the
immediately preceding valuation date is greater than or equal to its coupon barrier value. If the closing value of the
worst performing underlying on any valuation date is less than its coupon barrier value, you will not receive
any contingent coupon payment on the immediately following contingent coupon payment date.
Payment at maturity:
If the securities are not redeemed prior to maturity, you wil receive at maturity for each security you then hold (in
addition to the final contingent coupon payment, if applicable):
§ If the final underlying value of the worst performing underlying on the final valuation date is greater than or
equal to its final barrier value: $1,000
§ If the final underlying value of the worst performing underlying on the final valuation date is less than its final
barrier value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation date)
If the securities are not redeemed prior to maturity and the final underlying value of the worst performing
underlying on the final valuation date is less than its final barrier value, you will receive significantly less
than the stated principal amount of your securities, and possibly nothing, at maturity, and you will not receive
any contingent coupon payment at maturity.
Listing:
The securities wil not be listed on any securities exchange
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and issue
Issue price(1)
Underwriting fee(2)
Proceeds to issuer(3)
price:
Per security:
$1,000.00
$35.00
$965.00
Total:
$2,235,000.00
$78,225.00
$2,156,775.00
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $931.50 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
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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 wil ing to buy the securities from
you at any time after issuance. See "Valuation of the Securities" in this pricing supplement.
(2) CGMI wil receive an underwriting fee of up to $35.00 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.
Investing in the securities involves risks not associated with an investment in conventional debt securities.
See "Summary Risk Factors" beginning on page PS-6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or
determined that this pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and
prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying product supplement, underlying supplement, prospectus
supplement and prospectus, which can be accessed via the hyperlinks below:
Product Supplement No. EA-04-08 dated February 15, 2019 Underlying Supplement No. 8 dated February 21, 2019
Prospectus Supplement and Prospectus each dated May 14, 2018
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank.

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Citigroup Global Markets Holdings Inc.

KEY TERMS (continued)
Redemption:
We may cal the securities, in whole and not in part, for mandatory redemption on any
potential redemption date upon not less than three business days' notice. Fol owing an
exercise of our cal right, you wil receive for each security you then hold an amount in
cash equal to $1,000.00 plus the related contingent coupon payment, if any.
Potential redemption
The contingent coupon payment dates related to the valuation dates scheduled to occur
dates:
on June 1, 2020, June 30, 2020, July 30, 2020, August 31, 2020, September 30, 2020,
October 30, 2020, November 30, 2020, December 30, 2020, February 1, 2021, March 1,
2021, March 30, 2021, April 30, 2021, June 1, 2021, June 30, 2021, July 30, 2021,
August 30, 2021, September 30, 2021, November 1, 2021, November 30, 2021,
December 30, 2021, January 31, 2022, February 28, 2022, March 30, 2022, May 2,
2022, May 31, 2022, June 30, 2022, August 1, 2022, August 30, 2022, September 30,
2022, October 31, 2022, November 30, 2022, December 30, 2022, January 30, 2023,
February 28, 2023, March 30, 2023, May 1, 2023, May 30, 2023, June 30, 2023, July 31,
2023, August 30, 2023, October 2, 2023, October 30, 2023, November 30, 2023, January
2, 2024, January 30, 2024, February 29, 2024, April 1, 2024, April 30, 2024, May 30,
2024, July 1, 2024, July 30, 2024, August 30, 2024, September 30, 2024, October 30,
2024, December 2, 2024, December 30, 2024, January 30, 2025, February 28, 2025 and
March 31, 2025
Final underlying value:
For each underlying, its closing value on the final valuation date
Worst performing
For any valuation date, the underlying with the lowest underlying return determined as of
underlying:
that valuation date
Underlying return:
For each underlying on any valuation date, (i) its closing value on that valuation date
minus its initial underlying value, divided by (i ) its initial underlying value
CUSIP / ISIN:
17328VUM0 / US17328VUM08

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Citigroup Global Markets Holdings Inc.

Additional Information
General. The terms of the securities are set forth in the accompanying product supplement, prospectus supplement
and prospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus
supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For
example, the accompanying product supplement contains important information about how the closing value of each
underlying wil be determined and about adjustments that may be made to the terms of the securities upon the
occurrence of market disruption events and other specified events with respect to each underlying. 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.

Prospectus. The first sentence of "Description of Debt Securities-- Events of Default and Defaults" in the
accompanying prospectus shal be amended to read in its entirety as fol ows:

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 instal ment
payment to a sinking fund, on any debt security of such series for 30 days;

·
failure of Citigroup Global Markets Holdings or Citigroup to make any required scheduled instal ment 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).

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Citigroup Global Markets Holdings Inc.

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

The examples below are based on the fol owing hypothetical values and do not reflect the actual initial underlying
values, coupon barrier values or final barrier values of the underlyings. For the actual initial underlying value, coupon
barrier value and final barrier value of each underlying, see the cover page of this pricing supplement. We have used
these hypothetical values, rather than the actual values, to simplify the calculations and aid understanding of how the
securities work. However, you should understand that the actual payments on the securities wil be calculated based
on the actual initial underlying value, coupon barrier value and final barrier value of each underlying, and not the
hypothetical values indicated below. For ease of analysis, figures below have been rounded.

Underlying
Hypothetical initial
Hypothetical coupon
Hypothetical final barrier
underlying value
barrier value
value
70.00 (70.00% of its
60.00 (60.00% of its
Dow Jones Industrial
hypothetical initial
hypothetical initial
AverageTM
100.00
underlying value)
underlying value)
70.00 (70.00% of its
60.00 (60.00% of its
hypothetical initial
hypothetical initial
Russel 2000® Index
100.00
underlying value)
underlying value)
70.00 (70.00% of its
60.00 (60.00% of its
hypothetical initial
hypothetical initial
S&P 500® Index
100.00
underlying value)
underlying value)

Hypothetical Examples of Contingent Coupon Payments Following a Valuation Date

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

Hypothetical
Hypothetical closing
Hypothetical closing Hypothetical closing
payment per
value of the Dow Jones value of the Russell
value of the S&P
$1,000.00 security on
Industrial AverageTM
2000® Index on
500® Index on
related contingent
on hypothetical
hypothetical
hypothetical
coupon payment

valuation date
valuation date
valuation date
date
85
140
120
(underlying return =
(underlying return =
$8.333
(underlying return =
(85 - 100) / 100 =
(140 - 100) / 100 =
(contingent coupon is
Example 1
(120 - 100) / 100 = 20%)
-15%)
40%)
paid)
120
150
45
(underlying return =
(underlying return =
$0.00
(underlying return =
(120 - 100) / 100 =
(150 - 100) / 100 =
(no contingent
Example 2
(45 - 100) / 100 = -55%)
20%)
50%)
coupon)
40
10
20
(underlying return =
(underlying return =
$0.00
(underlying return =
(40 - 100) / 100 =
(10 - 100) / 100 =
(no contingent
Example 3
(20 - 100) / 100 = -80%)
-60%)
-90%)
coupon)

Example 1: On the hypothetical valuation date, the Russel 2000® Index has the lowest underlying return and,
therefore, is the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of
the worst performing underlying on the hypothetical valuation date is greater than its coupon barrier value. As a result,
investors in the securities would receive the contingent coupon payment on the related contingent coupon payment
date.

Example 2: On the hypothetical valuation date, the 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
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of the worst performing underlying on the hypothetical valuation date is less than its coupon barrier value. As a result,
investors would not receive any payment on the related contingent coupon payment date.

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

Example 3: On the hypothetical valuation date, the S&P 500® Index has the lowest underlying return and, therefore, is
the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst
performing underlying on the hypothetical valuation date is less than its coupon barrier value. As a result, investors
would not receive any payment on the related contingent coupon payment date.

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Citigroup Global Markets Holdings Inc.

Hypothetical Examples of the Payment at Maturity on the Securities

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

Hypothetical final
Hypothetical final
Hypothetical
underlying value of the underlying value of
Hypothetical final
payment at maturity
Dow Jones Industrial
the Russell 2000®
underlying value of
per $1,000.00

AverageTM
Index
the S&P 500® Index
security
120
135
110
(underlying return =
(underlying return =
$1,008.333
(underlying return =
(120 - 100) / 100 =
(135 - 100) / 100 =
(contingent coupon is
Example 4
(110 - 100) / 100 = 10%)
20%)
35%)
paid)
65
150
130
(underlying return =
(underlying return =
(underlying return =
(65 - 100) / 100 =
(150 - 100) / 100 =
Example 5
(130 - 100) / 100 = 30%)
-35%)
50%)
$1,000.00
110
50
110
(underlying return =
(underlying return =
(underlying return =
(110 - 100) / 100 =
(50 - 100) / 100 =
Example 6
(110 - 100) / 100 = 10%)
10%)
-50%)
$500.00
65
45
20
(underlying return =
(underlying return =
(underlying return =
(65 - 100) / 100 =
(45 - 100) / 100 =
Example 7
(20 - 100) / 100 = -80%)
-35%)
-55%)
$200.00

Example 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 barrier value and its coupon barrier
value. Accordingly, at maturity, you would receive the stated principal amount of the securities plus the contingent
coupon payment due at maturity, but you would not participate in the appreciation of any of the underlyings.

Example 5: On the final valuation date, the Russel 2000® Index has the lowest underlying return and, therefore, is the
worst performing underlying on the final valuation date. In this scenario, the final underlying value of the worst
performing underlying on the final valuation date is less than its coupon barrier value but greater than its final barrier
value. Accordingly, at maturity, you would receive the stated principal amount of the securities, but would not receive
any contingent coupon payment at maturity.

Example 6: On the final valuation date, the S&P 500® Index has the lowest underlying return and, therefore, is the
worst performing underlying on the final valuation date. In this scenario, the final underlying value of the worst
performing underlying on the final valuation date is less than its final barrier value. Accordingly, at maturity, you would
receive a payment per security calculated as fol ows:

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

= $1,000.00 + ($1,000.00 × -50.00%)

= $1,000.00 + -$500.00

= $500.00

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less
than its final barrier value, you would lose a significant portion of your investment in the securities. In addition, because
the final underlying value of the worst performing underlying on the final valuation date is below its coupon barrier
value, you would not receive any contingent coupon payment at maturity.

Example 7: 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 barrier value. Accordingly, at maturity,
you would receive a payment per security calculated as fol ows:

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

= $1,000.00 + ($1,000.00 × -80.00%)

= $1,000.00 + -$800.00

= $200.00

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less
than its final barrier value, you would lose a significant portion of your investment in the securities. In addition, because
the final underlying value of the worst performing underlying on the final valuation date is below its coupon barrier
value, you would not receive any contingent coupon payment at maturity.

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

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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 al of the risks associated with an investment in our conventional debt securities (guaranteed by
Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our obligations under the securities, and are
also subject to risks associated with each underlying. Accordingly, the securities are suitable only for investors who are
capable of understanding the complexities and risks of the securities. You should consult your own financial, tax and
legal advisors as to the risks of an investment in the securities and the suitability of the securities in light of your
particular circumstances.

The fol owing is a summary of certain key risk factors for investors in the securities. You should read this summary
together with the more detailed description of risks relating to an investment in the securities contained in the section
"Risk Factors Relating to the Securities" beginning on page EA-7 in the accompanying product supplement. You
should also careful y read the risk factors included in the accompanying prospectus supplement and in the documents
incorporated by reference in the accompanying prospectus, including Citigroup Inc.'s most recent Annual Report on
Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of
Citigroup Inc. more general y.

§
You may lose a significant portion or all of your investment. Unlike conventional debt securities, the
securities do not provide for the repayment of the stated principal amount at maturity in al circumstances. If
the securities are not redeemed prior to maturity, your payment at maturity wil depend on the final underlying
value of the worst performing underlying on the final valuation date. If the final underlying value of the worst
performing underlying on the final valuation date is less than its final barrier value, you wil lose 1% of the
stated principal amount of your securities for every 1% by which the worst performing underlying on the final
valuation date has declined from its initial underlying value. There is no minimum payment at maturity on the
securities, and you may lose up to al of your investment.

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

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

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

§
The securities are subject to the risks of each of the underlyings and will be negatively affected if any
one underlying performs poorly. You are subject to risks associated with each of the underlyings. If any one
underlying performs poorly, you wil be negatively affected. The securities are not linked to a basket composed
of the underlyings, where the blended performance of the underlyings would be better than the performance of
the worst performing underlying alone. Instead, you are subject to the ful risks of whichever of the underlyings
is the worst performing underlying.

§
You will not benefit in any way from the performance of any better performing underlying. The return on
the securities depends solely on the performance of the worst performing underlying, and you wil not benefit in
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any way from the performance of any better performing underlying.

§
You will be subject to risks relating to the relationship between the underlyings. It is preferable from
your perspective for the underlyings to be correlated with each other, in the sense that their closing values tend
to increase or decrease at similar times and by similar magnitudes. By investing in the securities, you assume
the risk that the underlyings wil not exhibit this relationship. The less correlated the underlyings, the more
likely it is that any one of the underlyings wil perform poorly over the term of the securities. Al that is
necessary for the securities to perform poorly is for one of the underlyings to perform poorly. It is impossible to
predict what the relationship between the underlyings wil be over the term of the securities. The underlyings
differ in significant ways and, therefore, may not be correlated with each other.

§
You may not be adequately compensated for assuming the downside risk of the worst performing
underlying. The potential contingent coupon payments on the securities are the compensation you receive for
assuming the downside risk of the worst performing underlying, as wel as al the other risks of the securities.
That compensation is effectively "at risk" and may, therefore, be less than you currently anticipate. First, the
actual yield you realize on the securities could be lower than you anticipate because the coupon is "contingent"
and you may not receive a contingent coupon payment on one or more, or any, of the contingent coupon
payment dates.

PS-6
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