Obligation Citi Global Markets 8.5% ( US17327T6A92 ) en USD

Citi Global Markets

100 % ⇌

Etas-Unis

US17327T6A92 ( en USD )

8.5% par an ( paiement semestriel )

20/01/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17327T6A92 en USD 8.5%, échue

1 000 USD

3 626 000 USD

17327T6A9

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 US17327T6A92, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/01/2023

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424B2 1 dp119396_424b2-us2086610.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings
January 15, 2020
Medium-Term Senior Notes, Series N
Inc.
Pricing Supplement No. 2020-USNCH3424
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 FedEx
Corporation and United Parcel Service, Inc. Due January 20, 2023

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 ) 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:
Initial underlying
Coupon barrier
Underlying
value*
value**
Final barrier value**

FedEx Corporation
$159.15
$95.490
$95.490
United Parcel Service,

Inc.
$117.93
$70.758
$70.758
*For each underlying, its closing value on the pricing date

**For each underlying, 60.00% of its initial underlying value
Stated principal amount:
$1,000 per security
Pricing date:
January 15, 2020
Issue date:
January 21, 2020
Valuation dates:
April 15, 2020, July 15, 2020, October 15, 2020, January 15, 2021, April 15, 2021, July 15,
2021, October 15, 2021, January 18, 2022, April 18, 2022, July 15, 2022, October 17, 2022
and January 17, 2023 (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, January 20, 2023
Contingent coupon
The third business day after each valuation date, except that the contingent coupon
payment dates:
payment date 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 2.125% of the stated principal amount of the securities
(equivalent to a contingent coupon rate of 8.50% 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
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maturity for each security you then hold (in addition to the final contingent coupon payment,
if applicable):
§ If the final underlying value of the worst performing underlying on the final valuation
date is greater than or equal to its final barrier value: $1,000
§ If the final underlying value of the worst performing underlying on the final valuation
date is less than its final barrier value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying on the
final valuation date)
If the securities are not 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 significantly less than the stated
principal amount of your securities, and possibly nothing, at maturity, and you will
not receive any contingent coupon payment at maturity.
Listing:
The securities wil not be listed on any securities exchange
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and issue
Issue price(1)(2)
Underwriting fee(3)
Proceeds to issuer(4)
price:
Per security:
$1,000.00
$25.00
$975.00
Total:
$3,626,000.00
$90,650.00
$3,535,350.00
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $971.50 per security, which is less than the issue
price. The estimated value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is not an
indication of actual profit to 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 $975.00 per security. See
"Supplemental Plan of Distribution" in this pricing supplement.
(3) CGMI will receive an underwriting fee of up to $25.00 for each security sold in this offering. The total underwriting fee and proceeds
to issuer in the table above give effect to the actual total underwriting fee. For more information on the distribution of the securities, see
"Supplemental Plan of Distribution" in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from
hedging activity related to this offering, even if the value of the securities declines. See "Use of Proceeds and Hedging" in the
accompanying prospectus.
(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
redemption:
that 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:
The valuation dates scheduled to occur on July 15, 2020, October 15, 2020, January 15,
2021, April 15, 2021, July 15, 2021, October 15, 2021, January 18, 2022, April 18, 2022,
July 15, 2022 and October 17, 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
underlying:
that valuation date
Underlying return:
For each underlying on any valuation date, (i) its closing value on that valuation date minus
its initial underlying value, divided by (i ) its initial underlying value
CUSIP / ISIN:
17327T6A9 / US17327T6A92

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) FedEx Corporation are its
shares of common stock and (i ) United Parcel Service, Inc. are its shares of class B common stock. Please see the
accompanying product supplement for more information.

PS-2
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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 or final barrier values of the underlyings. For the actual initial underlying value, coupon barrier value
and final barrier value of each underlying, see the cover page of this pricing supplement. We have used these hypothetical
values, rather than the actual values, to simplify the calculations and aid understanding of how the securities work.
However, you should understand that the actual payments on the securities wil be calculated based on the actual initial
underlying value, coupon barrier value and final barrier value of each underlying, and not the hypothetical values indicated
below. For ease of analysis, figures below have been rounded.

Hypothetical initial
Hypothetical coupon
Hypothetical final barrier
Underlying
underlying value
barrier value
value
$60.00 (60.00% of its
$60.00 (60.00% of its
hypothetical initial underlying hypothetical initial underlying
FedEx Corporation
$100.00
value)
value)
$60.00 (60.00% of its
$60.00 (60.00% of its
hypothetical initial underlying hypothetical initial underlying
United Parcel Service, Inc.
$100.00
value)
value)

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

The three hypothetical examples below 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 closing value
Hypothetical payment per
Hypothetical closing value
of United Parcel Service,
$1,000.00 security on
of FedEx Corporation on
Inc. on hypothetical
related contingent coupon

hypothetical valuation date
valuation date
payment date
$120
$85
$21.25
(underlying return =
(underlying return =
(contingent coupon is paid;
Example 1
($120 - $100) / $100 = 20%)
($85 - $100) / $100 = -15%)
securities not redeemed)
$45
$120
$0.00
(underlying return =
(underlying return =
(no contingent coupon;
Example 2
($45 - $100) / $100 = -55%)
($120 - $100) / $100 = 20%)
securities not redeemed)
$110
$115
$1,021.25
(underlying return =
(underlying return =
(contingent coupon is paid;
Example 3
($110 - $100) / $100 = 10%)
($115 - $100) / $100 = 15%)
securities redeemed)

Example 1: On the hypothetical valuation date, United Parcel Service, 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 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, 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 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
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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, 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 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.

PS-3
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Hypothetical final
Hypothetical payment at
Hypothetical final underlying underlying value of United
maturity per $1,000.00

value of FedEx Corporation
Parcel Service, Inc.
security
$110
$120
(underlying return =
(underlying return =
$1,021.25
Example 4
($110 - $100) / $100 = 10%)
($120 - $100) / $100 = 20%)
(contingent coupon is paid)
$110
$30
(underlying return =
(underlying return =
Example 5
($110 - $100) / $100 = 10%)
($30 - $100) / $100 = -70%)
$300.00
$0
$45
(underlying return =
(underlying return =
Example 6
($0 - $100) / $100 = -100%)
($45 - $100) / $100 = -55%)
$0.00

Example 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.

Example 5: On the final valuation date, United Parcel Service, 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 a
payment per security calculated as fol ows:

Payment at maturity = $1,000.00 + ($1,000.00 × the underlying return of the worst performing underlying on the final
valuation date)
= $1,000.00 + ($1,000.00 × -70.00%)
= $1,000.00 + -$700.00
= $300.00

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

Example 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 final underlying value of the worst performing
underlying on the final valuation date is $0.00. Accordingly, at maturity, you would receive a payment per security
calculated as fol ows:

Payment at maturity = $1,000.00 + ($1,000.00 × the underlying return of the worst performing underlying on the final
valuation date)
= $1,000.00 + ($1,000.00 × -100.00%)
= $1,000.00 + -$1,000.00
= $0.00

In this scenario, you would lose your entire investment in the securities 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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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 lose 1% of the stated
principal amount of your securities for every 1% by which the worst performing underlying on the final valuation
date has declined from its initial underlying value. There is no minimum payment at maturity on the securities, and
you may lose up to al of your investment.

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

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

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

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

PS-5
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Citigroup Global Markets Holdings Inc.
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 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
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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.

§
The estimated value of the securities was determined for us by our affiliate using proprietary pricing
models. CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its
proprietary pricing models. In doing so, it may have made discretionary judgments about the inputs to its models,
such as the volatility of, and correlation between, the closing values of the underlyings, dividend yields on the
underlyings and interest rates. CGMI's views on these inputs may differ from your or others' views, and as an
underwriter in this offering, CGMI's interests may conflict with yours. Both the models and the inputs to the models
may prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the
estimated value of the securities set forth on the cover page of this pricing supplement may differ from the value
that we or our affiliates may determine for the securities for other purposes, including for accounting purposes. You
should not invest in the securities because of the estimated value of the securities. Instead, you should be wil ing
to hold the securities to maturity irrespective of the initial estimated value.

§
The estimated value of the securities would be lower if it were calculated based on our secondary market
rate. 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 wil ing to borrow funds through the issuance of the securities. Our
internal funding rate is general y lower than our secondary

PS-6
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