Obligation Citi Global Markets 0% ( US17324XTE03 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17324XTE03 ( en USD )

02/11/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17324XTE03 en USD 0%, échue

1 000 USD

756 000 USD

17324XTE0

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 US17324XTE03, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/11/2022

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424B2 1 dp115025_424b2-us1981608.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
October 29, 2019
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2019-USNCH3049
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of salesforce.com,
inc., QUALCOMM Incorporated, Square, Inc. and Intel Corporation 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 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, (i ) 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 (i i) the securities
may be automatical y cal ed for redemption prior to maturity beginning on the first potential autocal date specified below. Each
of these risks wil depend solely on the performance of the worst performing of the underlyings 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
Coupon barrier
Final barrier
Equity ratio***
value*
value**
value**

salesforce.com, inc.
$155.09
$85.300
$85.300
6.44787

QUALCOMM
12.24590
Incorporated
$81.66
$44.913
$44.913

Square, Inc.
$62.41
$34.326
$34.326
16.02307

Intel Corporation
$56.34
$30.987
$30.987
17.74938

*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
Stated principal
$1,000 per security
amount:
Pricing date:
October 29, 2019
Issue date:
October 31, 2019
Valuation dates:
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
Maturity date:
Unless earlier redeemed, November 2, 2022
Contingent coupon
The fifth business day after each valuation date, except that the contingent coupon payment date
payment dates:
fol owing the final 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 4.50% of the stated principal amount of the securities (equivalent to a
contingent coupon rate of 18.00% 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 automatical y 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:
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)
If the securities are not automatically 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 underlying shares (or, in our sole discretion, cash) expected to be worth
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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 price(1)(2)
Underwriting fee(3)
Proceeds to issuer(4)
issue price:
Per security:
$1,000.00
$32.50
$967.50
Total:
$756,000.00
$24,570.00
$731,430.00
(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 wil ing 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 wil 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 wil 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 wil pay
selected dealers not affiliated with CGMI a variable sel ing concession of up to $32.50 for each security they sel . In addition, CGMI
wil pay selected dealers not affiliated with CGMI a structuring fee of up to $7.50 for each security they sel . We may also engage
other firms to provide marketing or promotional services in connection with the distribution of the securities. CGMI wil 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.
Investing in the securities involves risks not associated with an investment in conventional debt
securities. See "Summary Risk Factors" beginning on page PS-5.
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, 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, prospectus supplement
and prospectus, which can be accessed via the hyperlinks below:
Product Supplement No. EA-04-08 dated February 15, 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)
Automatic early
If, on any potential autocal date, the closing value of the worst performing underlying on that
redemption:
potential autocal date is greater than or equal to its initial underlying value, each security you then
hold wil be automatical y cal ed on that potential autocal date for redemption on the immediately
fol owing contingent coupon payment date for an amount in cash equal to $1,000.00 plus the
related contingent coupon payment. The automatic early redemption feature may significantly
limit your potential return on the securities. If the worst performing underlying performs in
a way that would otherwise be favorable, the securities are likely to be automatically called
for redemption prior to maturity, cutting short your opportunity to receive contingent
coupon payments. The securities may be automatically called for redemption as early as
the first potential autocall date specified below.
Potential autocall dates:
Each valuation date beginning in January 2020 and ending in July 2022
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 that
underlying:
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:
17324XTE0 / US17324XTE03

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. 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 Value. 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) Square, Inc. are its shares of class A common
stock and (i ) salesforce.com, inc., QUALCOMM Incorporated and Intel Corporation are their respective shares of common stock.
Please see the accompanying product supplement for more information.

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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 and whether the
securities wil be automatical y cal ed for redemption fol owing a valuation date that is also a potential autocal 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
automatical y 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, 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 wil 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.

Underlying
Hypothetical initial
Hypothetical coupon
Hypothetical final
Hypothetical equity
underlying value
barrier value
barrier value
ratio
$55.00 (55.00% of its
$55.00 (55.00% of its
hypothetical initial
hypothetical initial
salesforce.com, inc.
$100.00
underlying value)
underlying value)
10.00000
$55.00 (55.00% of its
$55.00 (55.00% of its
hypothetical initial
hypothetical initial
QUALCOMM Incorporated
$100.00
underlying value)
underlying value)
10.00000
$55.00 (55.00% of its
$55.00 (55.00% of its
hypothetical initial
hypothetical initial
Square, Inc.
$100.00
underlying value)
underlying value)
10.00000
$55.00 (55.00% of its
$55.00 (55.00% of its
hypothetical initial
hypothetical initial
Intel Corporation
$100.00
underlying value)
underlying value)
10.00000

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 il ustrate how to determine whether a contingent coupon wil be paid and whether the
securities wil be automatical y redeemed fol owing a hypothetical valuation date that is also a potential autocal date, assuming that
the closing values of the underlyings on the hypothetical valuation date are as indicated below.

Hypothetical
Hypothetical
payment per
closing value of
Hypothetical
Hypothetical
$1,000.00 security
Hypothetical closing
QUALCOMM
closing value of
closing value of
on related
value of salesforce.com,
Incorporated on
Square, Inc. on
Intel Corporation
contingent
inc. on hypothetical
hypothetical
hypothetical
on hypothetical
coupon payment

valuation date
valuation date
valuation date
valuation date
date
$85
$120
$125
$120
(underlying return
(underlying return
(underlying return
$45.00
(underlying return =
=
=
=
(contingent coupon
($120 - $100) / $100 =
($85 - $100) / $100
($120 - $100) /
($125 - $100) /
is paid; securities
Example 1
20%)
= -15%)
$100 = 20%)
$100 = 25%)
not redeemed)
$120
$150
$150
$45
(underlying return
(underlying return
(underlying return
$0.00
(underlying return =
=
=
=
(no contingent
($45 - $100) / $100 =
($120 - $100) /
($150 - $100) /
($150 - $100) /
coupon; securities
Example 2
-55%)
$100 = 20%)
$100 = 50%)
$100 = 50%)
not redeemed)
$115
$110
$140
$140
(underlying return
(underlying return
(underlying return
$1,045.00
(underlying return =
=
=
=
(contingent coupon
($140 - $100) / $100 =
($115 - $100) /
($110 - $100) /
($140 - $100) /
is paid; securities
Example 3
40%)
$100 = 15%)
$100 = 10%)
$100 = 40%)
redeemed)
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Example 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 automatical y redeemed.

Example 2: On the hypothetical valuation date, salesforce.com, inc. 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 automatical y redeemed.

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, Square, Inc. 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

PS-3
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greater than both its coupon barrier value and its initial underlying value. As a result, the securities would be automatical y
redeemed on the related contingent coupon payment date for an amount in cash equal to $1,000.00 plus the related contingent
coupon payment.

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

Hypothetical Examples of the Payment at Maturity on the Securities

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

Hypothetical final
Hypothetical final
Hypothetical
Hypothetical final
underlying value
Hypothetical final
underlying value
payment at
underlying value of
of QUALCOMM
underlying value
of Intel
maturity per

salesforce.com, inc.
Incorporated
of Square, Inc.
Corporation
$1,000.00 security
$120
$135
$150
$110
(underlying return
(underlying return
(underlying return
(underlying return =
=
=
=
($110 - $100) / $100 =
($120 - $100) /
($135 - $100) /
($150 - $100) /
Example 4
10%)
$100 = 20%)
$100 = 35%)
$100 = 50%)
$1,045.00
A number of
underlying shares
of the worst
performing
underlying on the
final valuation
date (or, in our
$110
$30
$115
sole discretion,
$110
(underlying return
(underlying return
(underlying return
cash) worth
(underlying return =
=
=
=
$300.00 based on
($110 - $100) / $100 =
($110 - $100) /
($30 - $100) / $100
($115 - $100) /
its final underlying
Example 5
10%)
$100 = 10%)
= -70%)
$100 = 15%)
value
A number of
underlying shares
of the worst
performing
underlying on the
final valuation
$80
$65
$65
date (or, in our
$0
(underlying return
(underlying return
(underlying return
sole discretion,
(underlying return =
=
=
=
cash) worth $0.00
($0 - $100) / $100 =
($80 - $100) / $100 ($65 - $100) / $100 ($65 - $100) / $100
based on its final
Example 6
-100%)
= -20%)
= -35%)
= -35%)
underlying value

Example 4: On the final valuation date, salesforce.com, inc. 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.

Example 5: On the final valuation date, Square, Inc. 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).

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
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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 wil
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.

Example 6: On the final valuation date, salesforce.com, inc. 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.

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.

PS-4
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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
automatical y 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 not receive the stated principal amount of your securities at
maturity and, instead, wil 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 al 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 wil 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 wil have no obligation to take your interests into account when
deciding whether to exercise our cash election right.

§
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,
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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 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

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Citigroup Global Markets Holdings Inc.

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. Second, the contingent coupon payments are the compensation you
receive not only for the downside risk of the worst performing underlying, but also for al of the other risks of the securities,
including the risk that the securities may be automatical y 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 al the risks of the securities, including the
downside risk of the worst performing underlying.

§
The securities may be automatically redeemed prior to maturity, limiting your opportunity to receive contingent
coupon payments. On any potential autocal date, the securities wil be automatical y cal ed for redemption if the closing
value of the worst performing underlying on that potential autocal 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 automatical y redeemed, cutting short your opportunity to receive contingent coupon payments. If the securities are
automatical y 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.

§
The securities offer downside exposure to the worst performing underlying, but no upside exposure to any
underlying. You wil not participate in any appreciation in the value of any underlying over the term of the securities.
Consequently, your return on the securities wil 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 wil not receive any dividends or other distributions or have any other rights with respect to any of the
underlyings.

§
The performance of the securities will depend on the closing values of the underlyings solely on the valuation
dates, which makes the securities particularly sensitive to volatility in the closing values of the underlyings on or
near the valuation dates. Whether the contingent coupon wil be paid on any given contingent coupon payment date and
whether the securities wil be automatical y redeemed prior to maturity wil 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 automatical y redeemed prior to maturity, what you receive at maturity wil 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 wil 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 historical y been highly
volatile.

§
The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. 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.

§
The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.
The securities wil 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 wil be determined in
CGMI's sole discretion, taking into account prevailing market conditions and other relevant factors, and wil not be a
representation by CGMI that the securities can be sold at that price, or at al . 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 al for the securities because it is likely that CGMI wil be the only
broker-dealer that is wil ing to buy your securities prior to maturity. Accordingly, an investor must be prepared to hold the
securities until maturity.

§
The estimated value of the securities on the pricing date, based on CGMI's proprietary pricing models and our
internal funding rate, is less than the issue price. The difference is attributable to certain costs associated with sel ing,
structuring and hedging the securities that are included in the issue price. These costs include (i) any sel ing concessions or
other fees paid in connection with the offering of the securities, (i ) hedging and other costs incurred by us and our affiliates
in connection with the offering of the securities and (i i) 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
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