Obligation Citi Global Markets 14.5% ( US17324XTA80 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17324XTA80 ( en USD )

14.5% par an ( paiement semestriel )

02/11/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324XTA80 en USD 14.5%, échue

1 000 USD

1 367 000 USD

17324XTA8

N/A

Citigroup Global Markets Holdings est une filiale de Citigroup Inc. qui offre une gamme complète de services de marchés financiers, notamment des services de banque d'investissement, de courtage, de négociation de titres et de gestion des risques.

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17324XTA80, paye un coupon de 14.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/11/2022

424B2 1 dp115030_424b2-us1981618.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings
Oc t obe r 2 9 , 2 0 1 9
M e dium -T e rm Se nior N ot e s, Se rie s N
Inc.
Pric ing Supple m e nt N o. 2 0 1 9 -U SN CH 3 0 6 0
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -2 2 4 4 9 5 a nd 3 3 3 -
2 2 4 4 9 5 -0 3
Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of FedEx Corporation,
QUALCOMM Incorporated, Microsoft Corporation and Facebook, Inc. Due November 2, 2022
?
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) your actual yield
may be negative because the value of what you receive at maturity may be significantly less than the stated principal amount of your
securities, and may be zero, 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
Fina l ba rrie r
U nde rlying
va lue *
va lue * *
va lue * *
Equit y ra t io* * *

FedEx Corporation
$158.01
$86.906
$86.906
6.32871
QUALCOMM
12.24590

Incorporated
$81.66
$44.913
$44.913

Microsoft Corporation
$142.83
$78.557
$78.557
7.00133

Facebook, Inc.
$189.31
$104.121
$104.121
5.28234

*For each underlying, its closing value on the pricing date
**For each underlying, 55.00% of its initial underlying value
***For each underlying, the stated principal amount divided by its initial underlying value
St a t e d princ ipa l
$1,000 per security
a m ount :
Pric ing da t e :
October 29, 2019
I ssue da t e :
October 31, 2019
V a lua t ion da t e s:
January 29, 2020, April 29, 2020, July 29, 2020, October 29, 2020, January 29, 2021, April 29, 2021, July 29,
2021, October 29, 2021, January 31, 2022, April 29, 2022, July 29, 2022 and October 31, 2022 (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, November 2, 2022
Cont inge nt c oupon
The fifth business day after each valuation date, except that the contingent coupon payment date following the final
pa ym e nt da t e s:
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 3.625% of the stated principal amount of the securities (equivalent to a contingent coupon rate of 14.50%
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 greater than
or e qua l t o its final barrier value: $1,000
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If the final underlying value of the worst performing underlying on the final valuation date is less than its
final barrier value:
a fixed number of underlying shares of the worst performing underlying on the final valuation date equal to its
equity ratio (or, if we elect, the cash value of those shares based on its final underlying value)
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
ba rrie r va lue , you w ill re c e ive unde rlying sha re s (or, in our sole disc re t ion, c a sh) e x pe c t e d t o
be w ort h 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 nd possibly
not hing, a t m a t urit y, a nd you w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt a t m a t urit y.
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)(2)
U nde rw rit ing fe e (3)
Proc e e ds t o issue r(4)
issue pric e :
Pe r se c urit y:
$1,000.00
$32.50
$967.50
T ot a l:
$1,367,000.00
$44,427.50
$1,322,572.50
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $971.034 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) The issue price for investors purchasing the securities in fee-based advisory accounts will be $972.50 per security, assuming no custodial fee is charged
by a selected dealer, and up to $977.50 per security, assuming the maximum custodial fee is charged by a selected dealer. See "Supplemental Plan of
Distribution" in this pricing supplement.
(3) CGMI will receive an underwriting fee of up to $32.50 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. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a variable selling
concession of up to $32.50 for each security they sell. In addition, CGMI will pay selected dealers not affiliated with CGMI a structuring fee of up to $7.50 for
each security they sell. We may also engage other firms to provide marketing or promotional services in connection with the distribution of the securities.
CGMI will pay these service providers a fee of up to $7.50 per security in consideration for providing marketing, education, structuring or referral services
with respect to financial advisors or selected dealers. 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.
(4) 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 -5 .
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 , 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, 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 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 .

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 potential
re de m pt ion:
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:
Each valuation date beginning in January 2020 and ending in July 2022
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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 valuation date
unde rlying:
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 :
17324XTA8 / US17324XTA80

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. It is important that you read the accompanying product 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 each underlying on any date is the closing price of its underlying shares on such date, as
provided in the accompanying product supplement. The "underlying shares" of (i) Facebook, Inc. are its shares of class A common
stock and (ii) FedEx Corporation, QUALCOMM Incorporated and Microsoft Corporation are their respective shares of common
stock. Please see the accompanying product supplement for more information.

PS-2
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, final barrier values or equity ratios of the underlyings. For the actual initial underlying value, coupon barrier value,
final barrier value and equity ratio 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, final barrier value and equity ratio 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
H ypot he t ic a l e quit y
U nde rlying
unde rlying va lue
ba rrie r va lue
ba rrie r va lue
ra t io
$55.00 (55.00% of its
$55.00 (55.00% of its
hypothetical initial underlying
hypothetical initial
FedEx Corporation
$100.00
value)
underlying value)
10.00000
$55.00 (55.00% of its
$55.00 (55.00% of its
QUALCOMM
hypothetical initial underlying
hypothetical initial
Incorporated
$100.00
value)
underlying value)
10.00000
$55.00 (55.00% of its
$55.00 (55.00% of its
hypothetical initial underlying
hypothetical initial
Microsoft Corporation
$100.00
value)
underlying value)
10.00000
$55.00 (55.00% of its
$55.00 (55.00% of its
hypothetical initial underlying
hypothetical initial
Facebook, Inc.
$100.00
value)
underlying value)
10.00000

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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
pa ym e nt pe r
H ypot he t ic a l
H ypot he t ic a l
H ypot he t ic a l
$ 1 ,0 0 0 .0 0
c losing va lue of
H ypot he t ic a l c losing
c losing va lue
c losing va lue
se c urit y on
Fe dEx
va lue of QU ALCOM M
of M ic rosoft
of Fa c e book ,
re la t e d
Corpora t ion on
I nc orpora t e d on
Corpora t ion on
I nc . on
c ont inge nt
hypot he t ic a l
hypot he t ic a l
hypot he t ic a l
hypot he t ic a l
c oupon

va lua t ion da t e
va lua t ion da t e
va lua t ion da t e
va lua t ion da t e
pa ym e nt da t e
$120
$120
$125
(underlying return
$85
(underlying return
(underlying return
$ 3 6 .2 5
=
(underlying return =
=
=
(contingent coupon
($120 - $100) /
($85 - $100) / $100 = -
($120 - $100) /
($125 - $100) /
is paid; securities
Ex a m ple 1
$100 = 20%)
15%)
$100 = 20%)
$100 = 25%)
not redeemed)
$45
$150
$150
(underlying return
$120
(underlying return
(underlying return
$ 0 .0 0
=
(underlying return =
=
=
(no contingent
($45 - $100) /
($120 - $100) / $100 =
($150 - $100) /
($150 - $100) /
coupon; securities
Ex a m ple 2
$100 = -55%)
20%)
$100 = 50%)
$100 = 50%)
not redeemed)
$140
$110
$140
(underlying return
$115
(underlying return
(underlying return
$ 1 ,0 3 6 .2 5
=
(underlying return =
=
=
(contingent coupon
($140 - $100) /
($115 - $100) / $100 =
($110 - $100) /
($140 - $100) /
is paid; securities
Ex a m ple 3
$100 = 40%)
15%)
$100 = 10%)
$100 = 40%)
redeemed)

Ex a m ple 1 : On the hypothetical valuation date, QUALCOMM Incorporated 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, FedEx Corporation 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, Microsoft Corporation 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

PS-3
Citigroup Global Markets Holdings Inc.

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.

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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.

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
H ypot he t ic a l
H ypot he t ic a l
H ypot he t ic a l fina l
fina l unde rlying
H ypot he t ic a l
pa ym e nt a t
fina l unde rlying
unde rlying va lue of
va lue of
fina l unde rlying
m a t urit y pe r
va lue of Fe dEx
QU ALCOM M
M ic rosoft
va lue of
$ 1 ,0 0 0 .0 0

Corpora t ion
I nc orpora t e d
Corpora t ion
Fa c e book , I nc .
se c urit y
$110
$135
$150
(underlying return
$120
(underlying return
(underlying return
=
(underlying return =
=
=
($110 - $100) /
($120 - $100) / $100 =
($135 - $100) /
($150 - $100) /
Ex a m ple 4
$100 = 10%)
20%)
$100 = 35%)
$100 = 50%)
$ 1 ,0 3 6 .2 5
A num be r of
unde rlying
sha re s of t he
w orst
pe rform ing
unde rlying on
t he fina l
va lua t ion da t e
(or, in our sole
$110
$30
$115
disc re t ion,
(underlying return
$110
(underlying return
(underlying return
c a sh) w ort h
=
(underlying return =
=
=
$ 3 0 0 .0 0 based
($110 - $100) /
($110 - $100) / $100 =
($30 - $100) /
($115 - $100) /
on its final
Ex a m ple 5
$100 = 10%)
10%)
$100 = -70%)
$100 = 15%)
underlying value
A num be r of
unde rlying
sha re s of t he
w orst
pe rform ing
unde rlying on
t he fina l
va lua t ion da t e
(or, in our sole
$0
$65
$65
disc re t ion,
(underlying return
$80
(underlying return
(underlying return
c a sh) w ort h
=
(underlying return =
=
=
$ 0 .0 0 based on
($0 - $100) / $100
($80 - $100) / $100 = -
($65 - $100) /
($65 - $100) /
its final underlying
Ex a m ple 6
= -100%)
20%)
$100 = -35%)
$100 = -35%)
value

Ex a m ple 4 : On the final valuation date, FedEx Corporation 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. 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.

Ex a m ple 5 : On the final valuation date, Microsoft Corporation 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 for each security you then hold
a fixed number of underlying shares of the worst performing underlying on the final valuation date equal to its equity ratio (or, at our
option, the cash value thereof).

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In this scenario, the value of a number of underlying shares of the worst performing underlying on the final valuation date equal to
its equity ratio, based on its final underlying value, would be $300.00. Therefore, the value of the underlying shares of the worst
performing underlying on the final valuation date (or, in our discretion, cash) you receive at maturity would be significantly less than
the stated principal amount of your securities. You would incur a loss based on the performance of the worst performing underlying
on the final valuation date. In addition, because the final underlying value of the worst performing underlying on the final valuation
date is below its coupon barrier value, you would not receive any contingent coupon payment at maturity.

If the final underlying value of the worst performing underlying on the final valuation date is less than its final barrier value, we will
have the option to deliver to you on the maturity date either a number of underlying shares of the worst performing underlying on
the final valuation date equal to its equity ratio or the cash value of those underlying shares based on their final underlying value.
The value of those underlying shares on the maturity date may be different than their final underlying value.

Ex a m ple 6 : On the final valuation date, FedEx Corporation has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the underlying shares of the worst performing underlying on the
final valuation date are worthless and you would lose your entire investment in the securities at maturity. 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 ba rrie 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 nd possibly not hing, a t m a t urit y.

PS-4
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
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 or a ll 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 barrier value, you will not receive the stated principal amount of your securities at
maturity and, instead, will receive underlying shares of the worst performing underlying on the final valuation date (or, in
our sole discretion, cash based on its final underlying value) expected to be worth significantly less than the stated principal
amount and possibly nothing. There is no minimum payment at maturity on the securities, and you may lose up to all of
your investment.

We may elect, in our sole discretion, to pay you cash at maturity in lieu of delivering any underlying shares. If we elect to
pay you cash at maturity in lieu of delivering any underlying shares, the amount of that cash may be less than the market
value of the underlying shares on the maturity date because the market value will likely fluctuate between the final
valuation date and the maturity date. Conversely, if we do not exercise our cash election right and instead deliver
underlying shares to you on the maturity date, the market value of such underlying shares may be less than the cash
amount you would have received if we had exercised our cash election right. We will have no obligation to take your
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interests into account when deciding whether to exercise our cash election right.

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 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 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 barrier 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
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

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Citigroup Global Markets Holdings Inc.

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 "contingent" and you may not receive a contingent
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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 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.

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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

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Citigroup Global Markets Holdings Inc.

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.

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
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.

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Our offe ring of t he se c urit ie s is not a re c om m e nda t ion of a ny unde rlying. The fact that we are offering the
securities does not mean that we believe that investing in an instrument linked to the underlyings is likely to achieve
favorable returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short
positions) in the underlyings or in instruments related to the underlyings, and may publish research or express opinions,
that in each case are inconsistent with an investment linked to the underlyings. These and other activities of our affiliates
may affect the closing values of the underlyings in a way that negatively affects the value of and your return on the
securities.

T he c losing va lue of a n unde rlying m a y be a dve rse ly a ffe c t e d by our or our a ffilia t e s' he dging a nd
ot he r t ra ding a c t ivit ie s. We expect to hedge our obligations under the securities through CGMI or other of our
affiliates, who may take positions in the underlyings or in financial instruments related to the underlyings and may adjust
such positions during the term of the securities. Our affiliates also take positions in the underlyings or in financial
instruments related to the underlyings on a regular basis (taking long or short positions or both), for their accounts, for
other accounts under their management or to facilitate transactions on behalf of customers. These activities could affect the
closing value of the underlyings in a way that negatively affects the value of and your return on the securities. They could
also result in substantial returns for us or our affiliates while the value of the securities declines.

We a nd our a ffilia t e s m a y ha ve e c onom ic int e re st s t ha t a re a dve rse t o yours a s a re sult of our
a ffilia t e s' busine ss a c t ivit ie s. Our affiliates engage in business activities with a wide range of companies. These
activities include extending loans, making and facilitating investments, underwriting securities offerings and providing
advisory services. These activities could involve or affect the underlyings in a way that negatively affects the value of and
your return on the securities. They could also result in substantial returns for us or our affiliates while the value of the
securities declines. In addition, in the course of this business, we or our affiliates may acquire non-public information, which
will not be disclosed to you.

T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of ours, w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t
t o t he se c urit ie s. If certain events occur during the term of the securities, such as market disruption events and other
events with respect to an underlying, CGMI, as calculation agent, will be required to make discretionary judgments that
could significantly affect your return on the securities. In making these judgments, the calculation agent's interests as an
affiliate of ours could be adverse to your interests as a holder of the

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Citigroup Global Markets Holdings Inc.

securities. See "Risk Factors Relating to the Securities--Risk Factors Relating to All Securities--The calculation agent,
which is an affiliate of ours, will make important determinations with respect to the securities" in the accompanying product
supplement.

Eve n if a n unde rlying pa ys a divide nd t ha t it ide nt ifie s a s spe c ia l or e x t ra ordina ry, no a djust m e nt w ill
be re quire d unde r t he se c urit ie s for t ha t divide nd unle ss it m e e t s t he c rit e ria spe c ifie d in t he
a c c om pa nying produc t supple m e nt . In general, an adjustment will not be made under the terms of the securities for
any cash dividend paid by an underlying unless the amount of the dividend per share, together with any other dividends
paid in the same quarter, exceeds the dividend paid per share in the most recent quarter by an amount equal to at least
10% of the closing value of that underlying on the date of declaration of the dividend. Any dividend will reduce the closing
value of the underlying by the amount of the dividend per share. If an underlying pays any dividend for which an
adjustment is not made under the terms of the securities, holders of the securities will be adversely affected. See
"Description of the Securities--Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying
ETF--Dilution and Reorganization Adjustments--Certain Extraordinary Cash Dividends" in the accompanying product
supplement.

T he se c urit ie s w ill not be a djust e d for a ll e ve nt s t ha t m a y ha ve a dilut ive e ffe c t on or ot he rw ise
a dve rse ly a ffe c t t he c losing va lue of a n unde rlying. For example, we will not make any adjustment for ordinary
dividends or extraordinary dividends that do not meet the criteria described above, partial tender offers or additional
underlying share issuances. Moreover, the adjustments we do make may not fully offset the dilutive or adverse effect of the
particular event. Investors in the securities may be adversely affected by such an event in a circumstance in which a direct
holder of the underlying shares of an underlying would not.

T he se c urit ie s m a y be c om e link e d t o a n unde rlying ot he r t ha n a n origina l unde rlying upon t he
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