Obligation Citi Global Markets 6.3% ( US17327TT487 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17327TT487 ( en USD )

6.3% par an ( paiement semestriel )

05/03/2030

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17327TT487 en USD 6.3%, échéance 05/03/2030

1 000 USD

4 459 000 USD

17327TT48

N/A

05/09/2025 ( Dans 118 jours )

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 US17327TT487, paye un coupon de 6.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/03/2030

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17327TT487, a été notée NR par l'agence de notation Moody's.

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424B2 1 dp122874_424b2-us2089928.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings
February 28, 2020
Medium-Term Senior Notes, Series N
Inc.
Pricing Supplement No. 2020-USNCH3726
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-
224495-03
4,459 Contingent Income Cal able Securities Due March 5, 2030
Based on the Performance of the EURO STOXX 50® Index
Principal at Risk Securities
Overview
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 quarterly contingent coupon
payments at an annualized rate that, if al are paid, would produce a yield that is general y higher than the yield on our
conventional debt securities of the same maturity. In exchange for this higher potential yield, you must be wil ing to
accept the risks that (i) your actual yield may be lower than the yield on our conventional debt securities of the same
maturity because you may not receive one or more, or any, contingent coupon payments and (i ) your actual yield may
be negative because your payment at maturity may be significantly less than the stated principal amount of your
securities, and possibly zero. These risks wil depend on the performance of the EURO STOXX 50® Index (the
"underlying index"), as described below. Although you wil be exposed to downside risk with respect to the underlying
index, you wil not participate in any appreciation of the underlying index or receive any dividends paid on the stocks that
constitute the underlying index.
We have the right to cal the securities for mandatory redemption on any potential redemption date prior to the maturity
date.
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.
Underlying index:
The EURO STOXX 50® Index (ticker symbol: "SX5E")
Aggregate stated principal $4,459,000
amount:
Stated principal amount:
$1,000 per security
Pricing date:
February 28, 2020
Issue date:
March 4, 2020
Valuation dates:
May 28, 2020, August 28, 2020, November 30, 2020, March 1, 2021, May 28, 2021,
August 30, 2021, November 29, 2021, February 28, 2022, May 30, 2022, August 29, 2022,
November 28, 2022, February 28, 2023, May 30, 2023, August 28, 2023, November 28,
2023, February 28, 2024, May 28, 2024, August 28, 2024, November 28, 2024, February
28, 2025, May 28, 2025, August 28, 2025, November 28, 2025, March 2, 2026, May 28,
2026, August 28, 2026, November 30, 2026, March 1, 2027, May 28, 2027, August 30,
2027, November 29, 2027, February 28, 2028, May 29, 2028, August 28, 2028, November
28, 2028, February 28, 2029, May 28, 2029, August 28, 2029, November 28, 2029 and
February 28, 2030 (the "final valuation date"), each subject to postponement if such date is
not a scheduled trading day or if certain market disruption events occur.
Maturity date:
Unless earlier redeemed, March 5, 2030
Contingent coupon
For each valuation date, the third business day after such valuation date, except that the
payment dates:
contingent coupon payment date for the final valuation date wil be the maturity date.
Contingent coupon:
On each quarterly contingent coupon payment date, unless previously redeemed by us, the
securities wil pay a contingent coupon equal to 1.575% of the stated principal amount of
the securities (approximately 6.30% per annum) if and only if the closing level of the
underlying index on the related valuation date is greater than or equal to the coupon barrier
level. If the closing level of the underlying index on any quarterly valuation date is
less than the coupon barrier level, you will not receive any contingent coupon
payment on the related contingent coupon payment date.
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Payment at maturity:
Unless earlier redeemed by us, for each $1,000 stated principal amount security you hold
at maturity, you wil receive cash in an amount determined as fol ows (in addition to the final
contingent coupon payment, if any):
If the final index level is greater than or equal to the downside threshold level: $1,000
If the final index level is less than the downside threshold level:
$1,000 + ($1,000 × the index return)
If the final index level is less than the downside threshold level, you will receive less,
and possibly significantly less, than 65% of the stated principal amount of your
securities at maturity.
Initial index level:
3,329.49, the closing level of the underlying index on the pricing date
Final index level:
The closing level of the underlying index on the final valuation date
Coupon barrier level:
2,497.118, 75.00% of the initial index level
Downside threshold level:
2,164.169, 65.00% of the initial index level
Index return:
(i) The final index level minus the initial index level, divided by (i ) the initial index level
Listing:
The securities wil not be listed on any securities exchange
CUSIP / ISIN:
17327TT48 / US17327TT487
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and issue
price:
Issue price(1)(2)
Underwriting fee
Proceeds to issuer
Per security:
$1,000.00
$30.00(2)
$965.00

$5.00(3)

Total:
$4,459,000.00
$156,065.00
$4,302,935.00
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $934 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) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal and
will receive an underwriting fee of $35 for each $1,000 security sold in this offering. Certain selected dealers, including Morgan Stanley
Wealth Management, and their financial advisors will collectively receive from CGMI a fixed selling concession of $30.00 for each
$1,000 security they sell. Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related to this offering,
even if the value of the securities declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.
(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by CGMI of $5.00 for each security.
Investing in the securities involves risks not associated with an investment in conventional
debt securities. See "Summary Risk Factors" beginning on page PS-7.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved
or disapproved of the securities or determined that this pricing supplement and the accompanying product
supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below:
Product Supplement No. EA-04-08 dated February 15, 2019 Underlying Supplement No. 8 dated February 21,
2019
Prospectus Supplement and Prospectus each dated May 14, 2018
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

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Citigroup Global Markets Holdings Inc.
4,459 Contingent Income Cal able Securities Due March 5, 2030
Based on the Performance of the EURO STOXX 50® Index
Principal at Risk Securities

KEY TERMS (continued)

Redemption:
We may cal the securities, in whole and not in part, for mandatory redemption on any
potential redemption date upon not less than three business days' notice. Fol owing an
exercise of our cal right, you wil receive for each security you then hold an amount in cash
equal to the early redemption payment. If the securities are redeemed, no further
payments wil be made.
Potential redemption dates: The contingent coupon payment dates related to the valuation dates beginning in August
2020 and ending in November 2029
Early redemption payment: The stated principal amount of $1,000 per security plus the related contingent coupon
payment, if any

Additional Information

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, certain events may
occur that could affect whether you receive a contingent coupon payment on a contingent coupon payment date as wel as
your payment at maturity. These events and their consequences are described in the accompanying product supplement in
the sections "Description of the Securities--Consequences of a Market Disruption Event; Postponement of a Valuation
Date" and "Description of the Securities--Certain Additional Terms for Securities Linked to an Underlying Index--
Discontinuance or Material Modification of an Underlying Index," and not in this pricing supplement. The accompanying
underlying supplement contains important disclosures regarding the underlying index that are not repeated in this pricing
supplement. It is important that you read the accompanying product supplement, underlying supplement, prospectus
supplement and prospectus together with this pricing supplement in connection with your investment in the securities.
Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement.

Investment Summary

The securities provide an opportunity for investors to earn a quarterly contingent coupon payment, which is an amount
equal to $15.75 (1.575% of the stated principal amount) per security, with respect to each quarterly valuation date on
which the closing level of the underlying index is greater than or equal to 75.00% of the initial index level, which we refer to
as the coupon barrier level. The quarterly contingent coupon payment, if any, wil be payable quarterly on the relevant
contingent coupon payment date, which is the third business day after the related valuation date or, in the case of the
quarterly contingent coupon payment, if any, with respect to the final valuation date, the maturity date. If the closing level of
the underlying index is less than the coupon barrier level on any valuation date, investors wil receive no quarterly
contingent coupon payment for the related quarterly period. It is possible that the closing level of the underlying index
could be below the coupon barrier level on most or al of the valuation dates so that you wil receive few or no quarterly
contingent coupon payments. We refer to these payments as contingent because there is no guarantee that you wil
receive a payment on any contingent coupon payment date. Even if the closing level of the underlying index was at or
above the coupon barrier level on some quarterly valuation dates, the closing level of the underlying index may fluctuate
below the coupon barrier level on others.

We may cal the securities, in whole and not in part, for mandatory redemption on any potential redemption date upon not
less than three business days' notice for an early redemption payment equal to the stated principal amount plus the
quarterly contingent coupon payment, if any, due on the relevant contingent coupon payment date. Thus, the term of the
securities may be limited to six months. If we redeem the securities prior to maturity, you wil not receive any additional
contingent coupon payments. Moreover, you may not be able to reinvest your funds in another investment that provides a
similar yield with a similar level of risk. If we redeem the securities prior to maturity, it is likely to be at a time when the
underlying index is performing in a manner that would otherwise have been favorable to you. On the other hand, we wil be
less likely to redeem the securities when the underlying index is performing unfavorably from your perspective, including
when the closing level of the underlying index is below the coupon barrier level and/or when the final index level of the
underlying index is expected to be below 65% of the initial index level, which we refer to as the downside threshold level,
such that you wil receive no quarterly contingent coupon payments and/or that you wil suffer a significant loss on your
initial investment in the securities at maturity. Thus, if we do not redeem the securities prior to maturity, it is more likely that
you wil receive few or no quarterly contingent coupon payments and suffer a significant loss at maturity.
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If the securities have not previously been redeemed by us and the final index level is greater than or equal to the downside
threshold level, you wil be repaid the stated principal amount of your securities at maturity. However, if the securities have
not previously been redeemed by us and the final index level is less than the downside threshold level, investors wil be
exposed to the decline in the closing level of the underlying index, as compared to the initial index level, on a 1-to-1 basis.
Under these circumstances, the payment at maturity wil be (i) the stated principal amount plus (i ) (a) the stated principal
amount times (b) the index return, which means that the payment at maturity wil be less than 65% of the stated principal
amount of the securities and could be zero.

Investors in the securities must be wil ing to accept the risk of losing their entire principal and also the risk of receiving few
or no quarterly contingent coupon payments over the term of the securities. In addition, investors wil not participate in any
appreciation of the underlying index.

February 2020
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Citigroup Global Markets Holdings Inc.
4,459 Contingent Income Cal able Securities Due March 5, 2030
Based on the Performance of the EURO STOXX 50® Index
Principal at Risk Securities

Key Investment Rationale

The securities offer investors an opportunity to earn a quarterly contingent coupon payment equal to 1.575% of the stated
principal amount with respect to each valuation date on which the closing level of the underlying index is greater than or
equal to 75.00% of the initial index level, which we refer to as the coupon barrier level. The securities may be redeemed by
us prior to maturity for the stated principal amount per security plus the applicable quarterly contingent coupon payment, if
any, and the payment at maturity wil vary depending on the final index level, as fol ows:

On any potential redemption date (beginning approximately six months after the issue date), we
exercise our right to call the securities.
Scenario 1
The securities wil be redeemed for (i) the stated principal amount plus (i ) the quarterly contingent
coupon payment with respect to the related potential redemption date, if any.
Investors wil not participate in any appreciation of the underlying index from the initial index level.
The securities are not redeemed prior to maturity, and the final index level is greater than or
equal to the downside threshold level.
Scenario 2
You wil be repaid the stated principal amount of your securities at maturity plus the quarterly
contingent coupon payment due at maturity, if any.
Investors wil not participate in any appreciation of the underlying index from the initial index level.
The securities are not redeemed prior to maturity, and the final index level is less than the
downside threshold level.
Scenario 3
The payment due at maturity wil be (i) the stated principal amount plus (i ) (a) the stated principal
amount times (b) the index return.
Investors will lose a significant portion, and may lose all, of their principal in this scenario.

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Citigroup Global Markets Holdings Inc.
4,459 Contingent Income Cal able Securities Due March 5, 2030
Based on the Performance of the EURO STOXX 50® Index
Principal at Risk Securities

How the Securities Work

The fol owing diagrams il ustrate potential payments on the securities. The first diagram il ustrates how to determine
whether a contingent coupon payment wil be paid with respect to a quarterly valuation date. The second diagram
il ustrates how to determine the payment at maturity if the securities are not redeemed by us prior to maturity.

Diagram #1: Quarterly Contingent Coupon Payments

Diagram #2: Payment at Maturity if No Early Redemption Occurs

For more information about contingent coupon payments and the payment at maturity in different hypothetical scenarios,
see "Hypothetical Examples" starting on page PS-5.

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Citigroup Global Markets Holdings Inc.
4,459 Contingent Income Cal able Securities Due March 5, 2030
Based on the Performance of the EURO STOXX 50® Index
Principal at Risk Securities

Hypothetical Examples

The examples below il ustrate how to determine whether a contingent coupon wil be paid with respect to a quarterly
coupon payment date and how to calculate the payment at maturity on the securities if we do not redeem the securities
prior to maturity. You should understand that the term of the securities, and your opportunity to receive the contingent
coupon payments on the securities, may be limited to as short as six months if we elect to redeem the securities prior to
the maturity date, which is not reflected in the examples below. For ease of analysis, figures in the examples below may
have been rounded.

The examples below are based on the fol owing hypothetical values and assumptions in order to il ustrate how the
securities work and do not reflect the actual initial index level, coupon barrier level or downside threshold level:

Stated principal amount:
$1,000 per security
Hypothetical initial index level:
3,700.00
Hypothetical coupon barrier level:
2,775.00, which is 75.00% of the hypothetical initial index level
Hypothetical downside threshold level:
2,405.00, which is 65.00% of the hypothetical initial index level
Hypothetical quarterly contingent coupon payment:
$15.75 (1.575% of the stated principal amount) per security

How to determine whether a contingent coupon is payable with respect to a quarterly coupon payment date:

Hypothetical contingent
Hypothetical closing level of the underlying index on a hypothetical
coupon payment per
valuation date
security
Example 1
3,000.00 (greater than or equal to coupon barrier level)
$15.75
Example 2
1,400.00 (less than coupon barrier level)
$0
Example 3
1,120.00 (less than coupon barrier level)
$0

Example 1: In this example, the closing level of the underlying index is greater than or equal to the coupon barrier level on
the hypothetical valuation date. As a result, investors in the securities would receive the contingent coupon payment of
$15.75 per security on the related contingent coupon payment date.

Examples 2 and 3: In these examples, the underlying index closes below the coupon barrier level on the hypothetical
valuation date. As a result, investors would not receive any contingent coupon payment on the related contingent coupon
payment date.

Investors in the securities will not receive a contingent coupon payment with respect to a coupon payment date if
the closing level of the underlying index is less than the coupon barrier level on the relevant valuation date, even
if the closing level of that underlying index is greater than the coupon barrier level on some or all other trading
days during the term of the securities.

How to determine the payment at maturity on the securities if we do not elect to redeem the securities prior to
maturity:

Hypothetical final index level of the
Hypothetical payment at maturity per
underlying index
security
4,440.00
$1,000.00, plus the quarterly contingent
Example 4
(index return =
coupon payment, if any
20%)
1,480.00
Example 5
(index return =
$400.00
-60%)
740.00
Example 6
(index return =
$200.00
-80%)
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Example 4: In this scenario, the final index level of the underlying index is greater than the downside threshold level.
Accordingly, at maturity, you would be repaid the stated principal amount of the securities plus the quarterly contingent
coupon payment due at maturity, if any, but you would not participate in the appreciation of the underlying index.

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Citigroup Global Markets Holdings Inc.
4,459 Contingent Income Cal able Securities Due March 5, 2030
Based on the Performance of the EURO STOXX 50® Index
Principal at Risk Securities

Example 5: In this scenario, the final index level of the underlying index is less than the downside threshold level.
Accordingly, at maturity, you would receive a payment per security calculated as fol ows:

Payment at maturity = $1,000 + ($1,000 × the index return)
= $1,000 + ($1,000 × -60%)
= $1,000 + -$600
= $400.00

In this scenario, you would receive significantly less than the stated principal amount of your securities and you would not
receive a quarterly contingent coupon payment at maturity. You would incur a loss based on the performance of the
underlying index.

Example 6: In this example, the final index level is less than the downside threshold level. Accordingly, at maturity, you
would receive a payment per security calculated as fol ows:

Payment at maturity = $1,000 + ($1,000 × the index return)
= $1,000 + ($1,000 × -80%)
= $1,000 + -$800
= $200.00

In this scenario, because the closing level of the underlying index is less than the downside threshold level, you would lose
a significant portion of your investment in the securities and you would not receive a quarterly contingent coupon payment
at maturity.

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PS-6
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Citigroup Global Markets Holdings Inc.
4,459 Contingent Income Cal able Securities Due March 5, 2030
Based on the Performance of the EURO STOXX 50® Index
Principal at Risk Securities

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 that are 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 the underlying index. 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 we do not redeem the
securities prior to maturity and the final index level is less than the downside threshold level, you wil lose a significant
portion or al of your investment, based on a loss of 1% of the stated principal amount of the securities for every 1% by
which the final index level is less than the initial index level. 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 payment for any quarter in which the closing level of the
underlying index is less than the coupon barrier level on the related valuation date. A contingent coupon
payment wil be made on a contingent coupon payment date if and only if the closing level of the underlying index on
the related valuation date is greater than or equal to the coupon barrier level. If the closing level of the underlying index
is less than the coupon barrier level on any quarterly valuation date, you wil not receive any contingent coupon
payment on the related contingent coupon payment date, and if the closing level of the underlying index is below the
coupon barrier level on each valuation date, 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 amount you receive at
maturity may be significantly less than the stated principal amount of your securities and may be zero. The volatility of
the underlying index is an important factor affecting these risks. Greater expected volatility of the underlying index as
of the pricing date may result in a higher contingent coupon rate, but it also represents a greater expected likelihood as
of the pricing date that the closing level of the underlying index wil be less than the coupon barrier level on one or
more valuation dates, such that you wil not receive one or more, or any, contingent coupon payments during the term
of the securities and that the final index level wil be less than the downside threshold level, such that you wil suffer a
substantial loss of principal at maturity.

You may not be adequately compensated for assuming the downside risk of the underlying index. The potential
contingent coupon payments on the securities are the compensation you receive for assuming the downside risk of the
underlying index, 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 underlying index, but also for al of the other risks of the
securities, including the risk that the securities may be redeemed by us beginning approximately six months after the
issue date, interest rate risk and our 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 underlying index.

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