Obbligazione Citi Global Markets 9.1% ( US17327U2776 ) in USD

Citi Global Markets

9.866 USD ⇌

Stati Uniti

US17327U2776 ( in USD )

9.1% per anno ( pagato 2 volte l'anno)

01/02/2030

Prospetto opuscolo dell'obbligazione Citigroup Global Markets Holdings US17327U2776 en USD 9.1%, scadenza 01/02/2030

1 000 USD

8 228 000 USD

17327U277

N/A

01/02/2026 ( In 43 giorni )

Citigroup Global Markets Holdings è una sussidiaria di Citigroup Inc. che opera nel settore dei mercati finanziari globali, offrendo servizi di trading, intermediazione e gestione degli investimenti a clienti istituzionali e investitori privati.

The Obbligazione issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17327U2776, pays a coupon of 9.1% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/02/2030

The Obbligazione issued by Citi Global Markets ( United States ) , in USD, with the ISIN code US17327U2776, was rated NR by Moody's credit rating agency.

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424B2 1 dp120307_424b2-us2088927.htm PRICING SUPPLEMENT

Pricing Supplement No. 2020--USNCH3526 to 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
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
Dated January 29, 2020
Citigroup Global Markets Holdings Inc. $8,228,400 Trigger Callable Contingent Yield Notes
Linked to the Least Performing of the MSCI Emerging Markets® Index, the Russell 2000® Index and the EURO

STOXX 50® Index Due February 1, 2030
All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc.
Investment Description
The Trigger Cal able Contingent Yield Notes (the "notes") are unsecured, unsubordinated debt obligations of Citigroup
Global Markets Holdings Inc. (the "issuer"), guaranteed by Citigroup Inc. (the "guarantor"), linked to the least performing
of the MSCI Emerging Markets® Index, the Russel 2000® Index and the EURO STOXX 50® Index (each, an
"underlying"). The notes wil pay a contingent coupon on each quarterly coupon payment date if, and only if, the closing
level of the least performing underlying on the related quarterly valuation date is greater than or equal to its coupon
barrier. If the closing level of the least performing underlying on a quarterly valuation date is less than its coupon barrier,
no contingent coupon wil be paid on the related coupon payment date. On any coupon payment date prior to the maturity
date, the issuer may, in its sole discretion, cal the notes in whole, but not in part, and pay you the stated principal amount
per note plus any contingent coupon otherwise due on such coupon payment date and no further amounts wil be owed to
you. If the notes have not previously been cal ed by the issuer prior to maturity and the final underlying level of the least
performing underlying on the final valuation date is greater than or equal to its downside threshold, you wil receive the
stated principal amount of your notes at maturity plus any contingent coupon payment otherwise due on the maturity
date. However, if the notes have not been cal ed prior to maturity and the final underlying level of the least performing
underlying on the final valuation date is less than its downside threshold, you wil receive less than the stated principal
amount of your notes at maturity, resulting in a loss that is proportionate to the decline in the closing level of the least
performing underlying from the trade date to the final valuation date, up to a 100% loss of your investment. The "final
underlying level" for each underlying is the closing level of such underlying on the final valuation date and the "least
performing underlying" on each valuation date is the underlying with the lowest underlying return from the trade date to
that valuation date. Investing in the notes involves significant risks. You may lose a substantial portion or all of
your initial investment if the notes are not called by the issuer in its sole discretion on any coupon payment date
prior to the maturity date and the final underlying level of the least performing underlying on the final valuation
date is less than its downside threshold. The payment at maturity on the notes is based solely on the
performance of the least performing underlying. You will not benefit in any way from the performance of the
better performing underlyings. You will therefore be adversely affected if any underlying performs poorly,
regardless of the performance of the other underlyings. You will not receive dividends or other distributions paid
on any stocks included in the underlyings or participate in any appreciation of any underlying. The contingent
repayment of the stated principal amount applies only if you hold the notes to maturity or earlier call by the
issuer. Any payment on the notes, including any repayment of the stated principal amount, is subject to the
creditworthiness of the issuer and the guarantor and is not, either directly or indirectly, an obligation of any third
party. If the issuer and the guarantor were to default on their payment obligations, you may not receive any
amounts owed to you under the notes and you could lose your entire investment.
Features
Key Dates
q Contingent Coupon -- We wil pay you a contingent coupon on each quarterly

Trade date
January 29,
coupon payment date if, and only if, the closing level of the least performing

2030
underlying on the related valuation date is greater than or equal to its coupon barrier.
Settlement
February 3,
Otherwise, no contingent coupon wil be paid on that quarterly coupon payment date.
date1
2020
q Issuer Callable -- On any coupon payment date prior to the maturity date, the issuer
Valuation
Quarterly,
may, in its sole discretion, cal the notes in whole, but not in part, and pay you the
dates2
beginning on
stated principal amount per note plus any contingent coupon otherwise due on such
April 29, 2020
coupon payment date. If the notes are not cal ed, investors may have ful downside
(See page
market exposure to the least performing underlying at maturity.
PS-6)
q Downside Exposure with Contingent Repayment of Principal at Maturity -- If
Final valuation January 29,
the notes have not previously been cal ed by the issuer prior to maturity and the final
date2
2020
underlying level of the least performing underlying on the final valuation date is
Maturity date
February 1,
greater than or equal to its downside threshold, you wil receive the stated principal
2030
amount of your notes at maturity plus any contingent coupon payment otherwise due
1
on the maturity date. However, if the notes have not been cal ed prior to maturity and
See "Supplemental Plan
the final underlying level of the least performing underlying on the final valuation date
of Distribution" in this
is less than its downside threshold, you wil receive less than the stated principal
pricing supplement for
amount of your notes at maturity, resulting in a loss that is proportionate to the decline
additional information.
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in the closing level of the least performing underlying from the trade date to the final
2 See page PS-4 for
valuation date, up to a 100% loss of your investment. Any payment on the notes is
additional details.
subject to the creditworthiness of the issuer and guarantor. If the issuer and the
guarantor were to default on their obligations, you might not receive any
amounts owed to you under the notes and you could lose your entire
investment.
NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT
INSTRUMENTS. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE STATED PRINCIPAL AMOUNT
OF THE NOTES AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE LEAST
PERFORMING UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN
PURCHASING A DEBT OBLIGATION OF CITIGROUP GLOBAL MARKETS HOLDINGS INC. THAT IS GUARANTEED
BY CITIGROUP INC. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT
COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ``SUMMARY RISK FACTORS'' BEGINNING
ON PAGE PS-7 OF THIS PRICING SUPPLEMENT AND UNDER ``RISK FACTORS RELATING TO THE SECURITIES''
BEGINNING ON PAGE EA-7 OF THE ACCOMPANYING PRODUCT SUPPLEMENT IN CONNECTION WITH YOUR
PURCHASE OF THE NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND
UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES.
YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE NOTES. THE NOTES WILL NOT BE LISTED
ON ANY SECURITIES EXCHANGE AND MAY HAVE LIMITED OR NO LIQUIDITY.
Notes Offering
We are offering Trigger Cal able Contingent Yield Notes Linked to the Least Performing of the MSCI Emerging Markets®
Index, the Russel 2000® Index and the EURO STOXX 50® Index. The notes are our unsecured, unsubordinated debt
obligations, guaranteed by Citigroup Inc., and are offered for a minimum investment of 100 notes at the issue price
described below.
Contingent
Underlyings
Coupon Rate Initial Underlying Levels Coupon Barriers Downside Thresholds CUSIP/ISIN
MSCI Emerging
768.257, which is 658.506, which is 60%
70% of the
Markets® Index
1,097.51
of the applicable initial
applicable initial
(Ticker: MXEF)
underlying level
underlying level
1,154.455, which is
Russel 2000®
989.533, which is 60%
9.10% per
70% of the
17327U277 /
Index
1,649.221
of the applicable initial
annum
applicable initial
US17327U2776
(Ticker: RTY)
underlying level
underlying level
2,615.452, which is
EURO STOXX 50®
2,241.816, which is
70% of the
Index
3,736.36
60% of the applicable
applicable initial
(Ticker: SX5E)
initial underlying level
underlying level
See "Additional Terms Specific to the Notes" in this pricing supplement. The notes will have the terms specified
in the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this
pricing supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is
a criminal offense. The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency.

Issue Price(1)
Underwriting Discount(2)
Proceeds to Issuer
Per note
$10.00
$0.10
$9.90
Total
$8,228,400.00
$82,284.00
$8,146,116.00
(1) On the date of this pricing supplement, the estimated value of the notes is $9.586 per note, which is less than the issue
price. The estimated value of the notes is based on proprietary pricing models of Citigroup Global Markets Inc. ("CGMI")
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 wil ing to buy the notes from you at any time after issuance.
See "Valuation of the Notes" in this pricing supplement.
(2) The underwriting discount is $0.10 per note. CGMI, acting as principal, has agreed to purchase from Citigroup Global
Markets Holdings Inc., and Citigroup Global Markets Holdings Inc. has agreed to sel to CGMI, the aggregate stated
principal amount of the notes set forth above for $9.90 per note. UBS Financial Services Inc. ("UBS"), acting as agent for
sales of the notes, has agreed to purchase from CGMI, and CGMI has agreed to sel to UBS, al of the notes for $9.90 per
note. UBS wil receive an underwriting discount of $0.10 for each note it sel s in this offering. UBS proposes to offer the
notes to the public at a price of $10.00 per note. For additional information on the distribution of the notes, see
"Supplemental Plan of Distribution" in this pricing supplement. In addition to the underwriting discount, CGMI and its
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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.
Citigroup Global Markets Inc.
UBS Financial Services Inc.

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Additional Terms Specific to the Notes
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 whether you receive a contingent coupon payment on a coupon payment date and whether you are repaid the
stated principal amount of your notes at maturity. These events and their consequences are described in the
accompanying product supplement in the sections "Description of the Securities--Consequences of a Market Disruption
Event; Postponement of a Valuation Date" and "Description of the Securities--Certain Additional Terms for Securities
Linked to an Underlying Index--Discontinuance or Material Modification of an Underlying Index," and not in this pricing
supplement. The accompanying underlying supplement contains important disclosures regarding the underlyings 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.

You may access the accompanying product supplement, underlying supplement, prospectus supplement and prospectus
on the SEC website at www.sec.gov as fol ows (or if such address has changed, by reviewing our filings for the relevant
dates on the SEC website):
¨ Product Supplement No. EA-04-08 dated February 15, 2019:
https://www.sec.gov/Archives/edgar/data/200245/000095010319002058/dp102378_424b2-psea0408cb.htm

¨ Underlying Supplement No. 8 dated February 21, 2019:
https://www.sec.gov/Archives/edgar/data/200245/000095010319002215/dp102549_424b2-us8.htm

¨ Prospectus Supplement and Prospectus each dated May 14, 2018:
https://www.sec.gov/Archives/edgar/data/200245/000119312518162183/d583728d424b2.htm

References to "Citigroup Global Markets Holdings Inc.," "Citigroup," "we," "our" and "us" refer to Citigroup Global Markets
Holdings Inc. and not to any of its subsidiaries. References to "Citigroup Inc." refer to Citigroup Inc. and not to any of its
subsidiaries. In this pricing supplement, "notes" refers to the Trigger Cal able Contingent Yield Notes Linked to the Least
Performing of the MSCI Emerging Markets® Index, the Russel 2000® Index and the EURO STOXX 50® Index that are
offered hereby, unless the context otherwise requires.

This pricing supplement, together with the documents listed above, contains the terms of the notes and supersedes al
other prior or contemporaneous oral statements as wel as any other written materials including preliminary or indicative
pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other
educational materials of ours. The description in this pricing supplement of the particular terms of the notes supplements,
and, to the extent inconsistent with, replaces, the descriptions of the general terms and provisions of the debt securities set
forth in the accompanying product supplement, prospectus supplement and prospectus. You should careful y consider,
among other things, the matters set forth in "Summary Risk Factors" in this pricing supplement and "Risk Factors Relating
to the Securities" in the accompanying product supplement, as the notes involve risks not associated with conventional
debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers in connection with your
decision to invest in the notes.

PS-2
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Investor Suitability
The suitability considerations identified below are not exhaustive. Whether or not the notes are a suitable investment for
you wil depend on your individual circumstances, and you should reach an investment decision only after you and your
investment, legal, tax, accounting and other advisors have careful y considered the suitability of an investment in the notes
in light of your particular circumstances. You should also review "Summary Risk Factors" beginning on page PS-7 of this
pricing supplement, "The MSCI Emerging Markets® Index" beginning on page PS-16 of this pricing supplement, "The
Russel 2000® Index" beginning on page PS-17 of this pricing supplement, "The EURO STOXX 50® Index" beginning on
page PS-18 of this pricing supplement, "Risk Factors Relating to the Securities" beginning on page EA-7 of the
accompanying product supplement, "Equity Index Descriptions--The MSCI Indices" beginning on page US-63 of the
accompanying underlying supplement, "Equity Index Descriptions--The Russel Indices" beginning on page US-90 of the
accompanying underlying supplement and "Equity Index Descriptions--The EURO STOXX 50® Index" beginning on page
US-32 of the accompanying underlying supplement.

The notes may be suitable for you if, among other
The notes may not be suitable for you if, among other
considerations:
considerations:

¨ You ful y understand the risks inherent in an investment ¨ You do not ful y understand the risks inherent in an
in the notes, including the risk of loss of your entire
investment in the notes, including the risk of loss of your
initial investment.
entire initial investment.

¨ You can tolerate a loss of al or a substantial portion of ¨ You cannot tolerate the loss of al or a substantial portion
your initial investment and are wil ing to make an
of your initial investment, or you are not wil ing to make
investment that may have the ful downside market risk
an investment that may have the ful downside market
of an investment in the least performing underlying.
risk of an investment in the least performing underlying.

¨ You understand and accept the risks associated with
¨ You do not understand or are not wil ing to accept the
each of the underlyings.
risks associated with each of the underlyings.

¨ You believe the closing level of each underlying is likely ¨ You do not believe the closing level of each underlying is
to be greater than or equal to its coupon barrier on the
likely to be greater than or equal to its coupon barrier on
valuation dates, and, if the closing level of any
the valuation dates, or you cannot tolerate receiving few
underlying is not, you can tolerate receiving few or no
or no contingent coupon payments over the term of the
contingent coupon payments over the term of the notes.
notes.

¨ You believe the final underlying level of each underlying ¨ You believe the final underlying level of at least one
wil be greater than or equal to its downside threshold,
underlying wil be less than its downside threshold on the
and, if the final underlying level of any underlying is
final valuation date, exposing you to the ful downside
below its downside threshold on the final valuation date,
performance of the least performing underlying.
you can tolerate a loss of al or a substantial portion of

your investment.
¨ You require an investment designed to guarantee a ful

return of the stated principal amount at maturity.
¨ You can tolerate fluctuations in the value of the notes

prior to maturity that may be similar to or exceed the
¨ You cannot tolerate fluctuations in the value of the notes
downside fluctuations in the level of the least
prior to maturity that may be similar to or exceed the
performing underlying.
downside fluctuations in the level of the least performing

underlying.
¨ You are wil ing to accept the individual market risk of

each underlying on each valuation date, and you
¨ You are unwil ing to accept the individual market risk of
understand that any decline in the level of one
each underlying on each valuation date, or you seek an
underlying wil not be offset or mitigated by a lesser
investment based on the performance of a basket
decline or any potential increase in the levels of the
composed of the underlyings.
other underlyings.

¨ You are unwil ing to hold notes that may be cal ed early
¨ You are wil ing to hold notes that may be cal ed early by
by the issuer in its sole discretion regardless of the
the issuer in its sole discretion regardless of the closing
closing level of any underlying, or you are otherwise
level of any underlying, and you are otherwise wil ing to
unable or unwil ing to hold such notes to maturity.
hold such notes to maturity.

¨ You seek an investment that participates in the ful
¨ You are wil ing to make an investment whose positive
appreciation of the underlyings and whose positive
return is limited to the contingent coupon payments,
return is not limited to the contingent coupon payments.

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regardless of the potential appreciation of the
¨ You are unwil ing to invest in the notes based on the
underlyings, which could be significant.
contingent coupon rate indicated on the cover page of

this pricing supplement.
¨ You are wil ing to invest in the notes based on the

contingent coupon rate indicated on the cover page of
¨ You are unwil ing to invest in the notes based on the
this pricing supplement.
coupon barriers and downside thresholds indicated on

the cover page of this pricing supplement.
¨ You are wil ing to invest in the notes based on the

coupon barriers and downside thresholds indicated on
¨ You seek an investment for which there wil be an active
the cover page of this pricing supplement.
secondary market.

¨ You are wil ing and able to hold the notes to maturity,
¨ You seek guaranteed current income from this
and accept that there may be little or no secondary
investment or prefer to receive the dividends and any
market for the notes and that any secondary market wil
other distributions paid on the stocks included in the
depend in large part on the price, if any, at which CGMI
underlyings for the term of the notes.
is wil ing to purchase the notes.

¨ You prefer the lower risk of conventional fixed income
¨ You do not seek guaranteed current income from your
investments with comparable maturities and credit
investment and are wil ing to forgo dividends or any
ratings.
other distributions paid on the stocks included in the

underlyings for the term of the notes.
¨ You are not wil ing to assume the credit risk of Citigroup

Global Markets Holdings Inc. and Citigroup Inc. for al
¨ You are wil ing to assume the credit risk of Citigroup
payments under the notes, including any repayment of
Global Markets Holdings Inc. and Citigroup Inc. for al
the stated principal amount.
payments under the notes, and understand that if

Citigroup Global Markets Holdings Inc. and Citigroup
Inc. default on their obligations, you might not receive
any amounts due to you, including any repayment of
the stated principal amount.

PS-3
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Final Terms
Payment at
If the notes are not called prior to
Issuer
Citigroup Global Markets Holdings Inc.
maturity (per
maturity and the final underlying level
Guarantee
Al payments due on the notes are ful y
$10.00 stated
of the least performing underlying on
and unconditional y guaranteed by
principal amount the final valuation date is greater than
Citigroup Inc.
of notes)
or equal to its downside threshold, we
Issue price
100% of the stated principal amount per
wil pay you the $10.00 stated principal
note
amount plus any contingent coupon
Stated principal
$10.00 per note
otherwise due on the maturity date.
amount per note
If the notes are not called prior to
Term
Approximately 10 years, unless cal ed
maturity and the final underlying level
earlier
of the least performing underlying on
Trade date
January 29, 2020
the final valuation date is less than its
Settlement date
February 3, 2020. See "Supplemental
downside threshold, we wil pay you a
Plan of Distribution" in this pricing
cash payment on the maturity date that is
supplement for additional information.
less than your stated principal amount and
Final valuation
January 29, 2030
may be zero, resulting in a loss that is
date1
proportionate to the negative underlying
Maturity date
February 1, 2030
return of the least performing underlying
Underlyings
MSCI Emerging Markets® Index (Ticker:
on the final valuation date, equal to:
MXEF)
$10.00 × (1 + underlying return of the
least performing underlying on the final
Russel 2000® Index (Ticker: RTY)
valuation date)
EURO STOXX 50® Index (Ticker:
Accordingly, you may lose all or a
SX5E)
substantial portion of your stated
Issuer cal feature The issuer may, in its sole discretion,
principal amount at maturity,
cal the notes in whole, but not in part,
depending on how significantly the
on any coupon payment date prior to the
least performing underlying declines.
maturity date upon not less than three
Least performing On each valuation date, including the final
(3) business days' notice prior to such
underlying
valuation date, the underlying with the
coupon payment date.
lowest underlying return on that valuation
If the notes are cal ed, we wil pay you
date.
on the applicable coupon payment date
Underlying returnFor any underlying on any valuation date,
a cash payment per $10.00 stated
calculated as fol ows:
principal amount of each note equal to
current underlying level initial underlying
the stated principal amount per note
level
plus any contingent coupon otherwise
initial underlying level
due on such coupon payment date.
Downside
For any underlying, 60.00% of its
After the notes are cal ed, no further
threshold
respective initial underlying level, as
payments wil be made on the notes.
specified on the cover of this pricing
Valuation dates1 See "Valuation Dates/Coupon Payment
supplement.
Dates for the Offering of the Notes" on
Coupon barrier For any underlying, 70.00% of its
page PS-6.
respective initial underlying level, as
Coupon payment Three (3) business days fol owing the
specified on the cover of this pricing
dates
applicable valuation date, except that the
supplement.
coupon payment date for the final
Initial underlying For any underlying, its closing level on the
valuation date is the maturity date. See
level
trade date, as specified on the cover page
"Valuation Dates/Coupon Payment Dates
of this pricing supplement.
for the Offering of the Notes" on page
Current
For any underlying and any valuation
PS-6.
underlying level date, the closing level of that underlying
Contingent
If the closing level of the least
on that valuation date.
coupon/contingentperforming underlying on a quarterly
Final underlying For any underlying, its closing level on the
coupon rate
valuation date is greater than or equal to
level
final valuation date.
its coupon barrier, we wil make a
INVESTING IN THE NOTES INVOLVES SIGNIFICANT
contingent coupon payment with respect
RISKS. YOU MAY LOSE A SUBSTANTIAL PORTION OR
to that valuation date on the related
ALL OF YOUR INITIAL INVESTMENT. THE
coupon payment date.
CONTINGENT REPAYMENT OF THE STATED
However, if the closing level of the least
PRINCIPAL AMOUNT APPLIES ONLY IF YOU HOLD THE
performing underlying on any quarterly
NOTES TO MATURITY. ANY PAYMENT ON THE NOTES
valuation date is below its coupon
IS SUBJECT TO THE CREDITWORTHINESS OF THE
barrier, no contingent coupon wil be
ISSUER AND THE GUARANTOR. IF CITIGROUP
payable on that related coupon payment
GLOBAL MARKETS HOLDINGS INC. AND CITIGROUP
date.
INC. WERE TO DEFAULT ON THEIR OBLIGATIONS,
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Each contingent coupon payment wil be
YOU MIGHT NOT RECEIVE ANY AMOUNTS OWED TO
in the amount of $0.2275 for each
YOU UNDER THE NOTES AND YOU COULD LOSE
$10.00 stated principal amount note
YOUR ENTIRE INVESTMENT.
(based on the per annum contingent

coupon rate of 9.10%) and wil be
payable with respect to each valuation
date on which the closing level of the
least performing underlying on that
valuation date is greater than or equal to
its coupon barrier.
Contingent coupon payments on the
notes are not guaranteed. We will not
pay you the contingent coupon for
any valuation date on which the
closing level of the least performing
underlying on that valuation date is
less than its coupon barrier.

1 Subject to postponement as described under "Description of the
Securities--Consequences of a Market Disruption Event; Postponement of
a Valuation Date" in the accompanying product supplement.

PS-4
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Investment Timeline

The closing level of each underlying (its
respective initial underlying level) is
Trade date observed and the coupon barrier and
downside threshold for each underlying are
determined.

If the closing level of the least performing
underlying on any quarterly valuation
date is greater than or equal to its coupon
barrier, we wil pay you a contingent
coupon on the related coupon payment
date. However, if the closing level of the
least performing underlying on any
quarterly valuation date is below its
coupon barrier, no coupon wil be payable
on the related coupon payment date.

Quarterly
The issuer may, in its sole discretion, cal

the notes in whole, but not in part, on any
(callable
coupon payment date prior to the maturity
by the
date upon not less than three (3)
issuer in
business days' notice prior to such
its sole
coupon payment date.
discretion)

If the notes are cal ed, we wil pay you on
the applicable coupon payment date a
cash payment per $10.00 stated principal
amount of each note equal to the stated
principal amount per note plus any
contingent coupon otherwise due on such
coupon payment date.

After the notes are cal ed, no further
payments wil be made on the notes.

Maturity If the notes are not cal ed prior to
date (if not maturity, the final underlying level of each
previously underlying is observed on the final
called)
valuation date.

If the notes are not called prior to
maturity and the final underlying level
of the least performing underlying on
the final valuation date is greater than
or equal to its downside threshold, we
wil pay you the $10.00 stated principal
amount plus any contingent coupon
otherwise due on the maturity date.

If the notes are not called prior to
maturity and the final underlying level
of the least performing underlying on
the final valuation date is less than its
downside threshold, we wil pay you a
cash payment on the maturity date that is
less than your stated principal amount
and may be zero, resulting in a loss that
is proportionate to the negative
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underlying return of the least performing
underlying on the final valuation date,
equal to:

$10.00 × (1 + underlying return of the
least performing underlying on the final
valuation date)

Accordingly, you may lose all or a
substantial portion of your stated
principal amount at maturity,
depending on how significantly the
least performing underlying declines.

PS-5
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