Obligation Citi Global Markets 0% ( US17327TY263 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17327TY263 ( en USD )

25/02/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17327TY263 en USD 0%, échue

1 000 USD

2 830 000 USD

17327TY26

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 US17327TY263, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/02/2022

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424B2 1 dp119664_424b2-us2087630.htm PRICING SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
Citigroup Global Markets Holdings Inc.
$2,830,000
S&P 500® Index-Linked Notes due February 25, 2022
All Payments Due from Citigroup Global Markets Holdings Inc.
Fully and Unconditionally Guaranteed by Citigroup Inc.
Unlike conventional debt securities, the notes offered by this pricing supplement do not pay interest and do not repay a fixed amount of
principal at maturity. The amount that you wil be paid on your notes on the maturity date (February 25, 2022) is based on the performance of the S&P
500® Index (the "underlier") as measured from the trade date to and including the determination date (February 23, 2022). If the final underlier level on
the determination date is greater than the initial underlier level of 3,325.54, the return on your notes wil be positive, subject to the maximum settlement
amount of $1,250.80 for each $1,000 stated principal amount of your notes. However, if the final underlier level declines from the initial underlier
level, the return on your notes will be negative and you will lose 1% of the stated principal amount of your notes for every 1% of that decline.
You could lose your entire investment in the notes. In exchange for the upside participation feature of the notes, you must be wil ing to forgo (i) any
return in excess of the maximum return at maturity of 25.08% (which results from the maximum settlement amount of $1,250.80 for each $1,000 stated
principal amount of your notes), (i ) any dividends paid on the stocks included in the underlier and (i i) interest on the notes.

To determine your payment at maturity, we wil calculate the underlier return, which is the percentage increase or decrease in the level of the underlier
from the initial underlier level (set on the trade date) to the final underlier level on the determination date. On the maturity date, for each $1,000 stated
principal amount note you then hold, you wil receive an amount in cash equal to:

·
if the underlier return is zero or positive (the final underlier level is equal to or greater than the initial underlier level), the sum of (i) $1,000 plus
(i ) the product of (a) $1,000 times (b) the upside participation rate of 300% times (c) the underlier return, subject to the maximum settlement
amount; or

·
if the underlier return is negative (the final underlier level is less than the initial underlier level), the sum of (i) $1,000 plus (i ) the product of (a)
the underlier return times (b) $1,000. This amount will be less than $1,000 and may be zero.

The notes are unsecured senior debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Al payments on the
notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global Markets Holdings Inc. and Citigroup Inc.
default on their obligations, you may not receive any amount due under the notes. The notes wil not be listed on any securities exchange and may have
limited or no liquidity.
Investing in the notes involves risks not associated with an investment in conventional debt securities. See
"Summary Risk Factors" beginning on page PS-7.

Issue Price(1)
Underwriting Discount(2)
Net Proceeds to Issuer
Per Note:
$1,000
--
$1,000
Total:
$2,830,000
--
$2,830,000

(1) On the date of this pricing supplement, the estimated value of the notes is $999.90 per note, which is less than the issue price. The estimated value of
the notes is based on proprietary pricing models of Citigroup Global Markets Inc. ("CGMI") and our internal funding rate. It is not an indication of actual
profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be wil ing to buy the notes from
you at any time after issuance. See "Valuation of the Notes" in this pricing supplement.

(2) CGMI, an affiliate of the issuer, is the underwriter for the offering of the notes and is acting as principal. For more information on the distribution of the
notes, see "Summary Information--Key Terms--Supplemental Plan of Distribution" in this pricing supplement. CGMI and its affiliates may profit from
hedging activity related to this offering, even if the value of the notes declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes 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.

The notes 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.

The notes are part of the Medium-Term Senior Notes, Series N of Citigroup Global Markets Holdings Inc. This pricing supplement is a supplement to the
documents listed below and should be read together with such documents, which are available at the fol owing hyperlinks:

·
Product Supplement No. EA-02-08 dated February 15, 2019
·
Underlying Supplement No. 8 dated February 21, 2019
·
Prospectus Supplement and Prospectus each dated May 14, 2018

Citigroup Global Markets Inc.
Pricing Supplement No. 2020--USNCH3461 dated January 23, 2020

The issue price, underwriting discount and net proceeds listed above relate to the notes we sel initial y. We may decide to sel additional notes after the
date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return
(whether positive or negative) on your investment in notes wil depend in part on the issue price you pay for such notes.

CGMI may use this pricing supplement in the initial sale of the notes. In addition, CGMI or any other affiliate of Citigroup Inc. may use this pricing
supplement in a market-making transaction in a note after its initial sale.

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S&P 500® Index-Linked Notes due February 25, 2022

INVESTMENT THESIS
·
For investors who seek modified exposure to the performance of the underlier, with the opportunity to participate on a leveraged basis in
a limited range of potential appreciation of the underlier.
·
In exchange for the leveraged upside exposure, investors must be willing to forgo (i) participation in any appreciation of the underlier
beyond the cap level, (ii) any dividends that may be paid on the stocks included in the underlier and (iii) interest on the notes. Investors
must also be willing to lose some, and up to all, of their investment in the notes if the underlier depreciates from the initial underlier level.
·
Investors must be willing to accept the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and an investment that may
have limited or no liquidity.
DETERMINING THE CASH SETTLEMENT AMOUNT
At maturity, for each $1,000 stated principal amount note you then hold, you wil receive (as a percentage of the stated principal amount):
·
If the final underlier level is equal to or above 100.00% of the initial underlier level: 100.00% plus the product of the upside participation
rate of 300% times the underlier return, subject to a maximum settlement amount of 125.08% of the stated principal amount
·
If the final underlier level is below 100.00% of the initial underlier level: 100.00% minus 1.00% for every 1.00% that the underlier has
declined below the initial underlier level
If the final underlier level declines from the initial underlier level, the return on the notes wil be negative and you could lose your entire investment in the
notes.
KEY TERMS

Issuer:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Guarantee:
Al payments due on the notes are ful y and unconditional y guaranteed by Citigroup Inc.
Underlier:
The S&P 500® Index (ticker symbol: "SPX")
Stated Principal Amount:
$2,830,000 in the aggregate; each note wil have a stated principal amount equal to $1,000
Trade Date:
January 23, 2020
Settlement Date:
January 30, 2020. See "Supplemental plan of distribution" on page PS-4 in this pricing supplement for additional
information.
Determination Date:
February 23, 2022. The determination date is subject to postponement if such date is not a scheduled trading day or if
certain market disruption events occur.
Maturity Date:
February 25, 2022
Initial Underlier Level:
3,325.54
Final Underlier Level:
The closing level of the underlier on the determination date
Underlier Return:
The quotient of (i) the final underlier level minus the initial underlier level divided by (i ) the initial underlier level,
expressed as a positive or negative percentage
Upside Participation Rate:
300.00%
Maximum Settlement
$1,250.80 per $1,000 stated principal amount note
Amount:
Cap Level:
108.36% of the initial underlier level
CUSIP/ISIN:
17327TY26 / US17327TY263
HYPOTHETICAL PAYMENT AT MATURITY

Hypothetical Final Underlier
Hypothetical Cash Settlement
Level (as % of Initial Underlier
Amount (as % of Stated Principal
Level)
Amount)
200.000%
125.080%
175.000%
125.080%
150.000%
125.080%
108.360%
125.080%
102.500%
107.500%
100.000%
100.000%
75.000%
75.000%
50.000%
50.000%
25.000%
25.000%

0.000%
0.000%

RISKS
Please read the section titled "Summary Risk Factors" in this pricing supplement as wel as the more detailed description of risks relating to an investment
in the notes 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
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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.

PS-2
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SUMMARY INFORMATION

The terms of the notes are set forth in the accompanying product supplement, prospectus supplement and prospectus, as
supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and
prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain events
may occur that could affect your payment at maturity, such as market disruption events and other events affecting the
underlier. 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 underlier that are not repeated in this pricing supplement. It is
important that you read the accompanying product supplement, underlying supplement, prospectus supplement and
prospectus together with this pricing supplement in connection with your investment in the notes. Certain terms used but
not defined in this pricing supplement are defined in the accompanying product supplement. References to "securities" in
the accompanying product supplement include the notes.

Key Terms

Issuer: Citigroup Global Markets Holdings Inc., a whol y owned subsidiary of Citigroup Inc.

Guarantee: al payments due on the notes are ful y and unconditional y guaranteed by Citigroup Inc.

Underlier: the S&P 500® Index (ticker symbol: "SPX"), as maintained by S&P Dow Jones Indices LLC (the "underlier
sponsor"). The underlier is referred to as the "underlying index" and the underlier sponsor is referred to as the "underlying
index publisher" in the accompanying product supplement.

Stated principal amount: each note wil have a stated principal amount of $1,000; $2,830,000 in the aggregate for al the
offered notes.

Purchase at amount other than the stated principal amount: the amount we wil pay you at the stated maturity date for
your notes wil not be adjusted based on the issue price you pay for your notes, so if you acquire notes at a premium (or
discount) to the stated principal amount and hold them to the stated maturity date, it could affect your investment in a
number of ways. The return on your investment in such notes wil be lower (or higher) than it would have been had you
purchased the notes at the stated principal amount. Additional y, the cap level would be triggered at a lower (or higher)
percentage return than indicated below, relative to your initial investment. See "Summary Risk Factors -- If You Purchase
Your Notes at a Premium to the Stated Principal Amount, the Return on Your Investment Wil Be Lower Than the Return on
Notes Purchased at the Stated Principal Amount and the Impact of Certain Key Terms of the Notes Wil be Negatively
Affected" on page PS-9 of this pricing supplement.

Cash settlement amount (paid on the maturity date): on the maturity date, for each $1,000 stated principal amount of
notes you then hold, we wil pay you an amount in cash equal to:

·
if the final underlier level is greater than or equal to the cap level, the maximum settlement amount;

·
if the final underlier level is greater than or equal to the initial underlier level but less than the cap level, the sum of
(i) $1,000 plus (i ) the product of (a) $1,000 times (b) the upside participation rate times (c) the underlier return; or

·
if the final underlier level is less than the initial underlier level, the sum of (i) $1,000 plus (i ) the product of (a) the
underlier return times (b) $1,000.

Initial underlier level: 3,325.54

Final underlier level: the closing level of the underlier on the determination date, except in the limited circumstances
described under "Description of the Securities -- Certain Additional Terms for Securities Linked to an Underlying Index --
Discontinuance or Material Modification of an Underlying Index" on page EA-39 of the accompanying product supplement
and subject to adjustment as provided under "Description of the Securities -- Certain Additional Terms for Securities
Linked to an Underlying Index -- Determining the Closing Level" on page EA-36 of the accompanying product supplement
and "Description of the Securities -- Consequences of a Market Disruption Event; Postponement of a Valuation Date" on
pages EA-21 and EA-22 of the accompanying product supplement.

Underlier return: the quotient of (i) the final underlier level minus the initial underlier level divided by (i ) the initial underlier
level, expressed as a positive or negative percentage
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Upside participation rate: 300.00%

Cap level: 108.36% of the initial underlier level

Maximum settlement amount: $1,250.80 per $1,000 stated principal amount note

Trade date: January 23, 2020. The trade date is referred to as the "pricing date" in the accompanying product supplement.

Original issue date (settlement date): January 30, 2020. See "Supplemental plan of distribution" below for additional
information.

PS-3
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Determination date: February 23, 2022. The determination date is referred to as the "valuation date" in the accompanying
product supplement and is subject to postponement if such date is not a scheduled trading day or if certain market
disruption events occur, as described under "Description of the Securities -- Consequences of a Market Disruption Event;
Postponement of a Valuation Date" on pages EA-21 and EA-22 of the accompanying product supplement.

Maturity date: February 25, 2022

No interest: the notes wil not bear interest

No listing: the notes wil not be listed on any securities exchange or interdealer quotation system

No redemption: the notes wil not be subject to redemption before maturity

Business day: as described under "Description of the Securities -- General" on page EA-20 in the accompanying product
supplement

Scheduled trading day: as described under "Description of the Securities -- Certain Additional Terms for Securities
Linked to an Underlying Index -- Definitions of Market Disruption Event and Scheduled Trading Day and Related
Definitions" on page EA-37 of the accompanying product supplement

Supplemental plan of distribution: Citigroup Global Markets Holdings Inc. expects to sel to CGMI, and CGMI expects to
purchase from Citigroup Global Markets Holdings Inc., the aggregate stated principal amount of the offered notes specified
on the front cover of this pricing supplement. CGMI proposes initial y to offer the notes to the public and to certain
unaffiliated securities dealers at the issue price set forth on the cover page of this pricing supplement. CGMI and its
affiliates may profit from hedging activity related to this offering, even if the value of the notes declines. See "Use of
Proceeds and Hedging" in the accompanying prospectus.

CGMI is an affiliate of ours. Accordingly, this offering wil conform with the requirements addressing conflicts of interest
when distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry Regulatory Authority. Client
accounts over which Citigroup Inc. or its subsidiaries have investment discretion wil not be permitted to purchase the
notes, either directly or indirectly, without the prior written consent of the client.

Secondary market sales of securities typical y settle two business days after the date on which the parties agree to the
sale. Because the settlement date for the notes is more than two business days after the trade date, investors who wish to
sel the notes at any time prior to the second business day preceding the original issue date wil be required to specify an
alternative settlement date for the secondary market sale to prevent a failed settlement. Investors should consult their own
investment advisors in this regard.

See "Plan of Distribution; Conflicts of Interest" in the accompanying product supplement and "Plan of Distribution" in each
of the accompanying prospectus supplement and prospectus for additional information.

A portion of the net proceeds from the sale of the notes wil be used to hedge our obligations under the notes. We have
hedged our obligations under the notes through CGMI or other of our affiliates, or through a dealer participating in this
offering or its affiliates. CGMI or such other of our affiliates or such dealer or its affiliates may profit from this hedging
activity even if the value of the notes declines. This hedging activity could affect the closing level of the underlier and,
therefore, the value of and your return on the notes. For additional information on the ways in which our counterparties
may hedge our obligations under the notes, see "Use of Proceeds and Hedging" in the accompanying prospectus.

Prohibition of Sales to EEA Retail Investors

The notes may not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For
the purposes of this provision:

(a) the expression "retail investor" means a person who is one (or more) of the fol owing:

(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or

(i ) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or

(i i) not a qualified investor as defined in Directive 2003/71/EC; and

(b) the expression "offer" includes the communication in any form and by any means of sufficient information on the
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terms of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the notes.

ERISA: as described under "Benefit Plan Investor Considerations" on pages EA-52 and EA-53 in the accompanying
product supplement

Calculation Agent: CGMI

CUSIP: 17327TY26

ISIN: US17327TY263

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HYPOTHETICAL EXAMPLES

The table and chart below are provided for purposes of il ustration only. They should not be taken as an indication or
prediction of future investment results and are intended merely to il ustrate the impact that various hypothetical underlier
levels on the determination date could have on the cash settlement amount at maturity.

The table and chart below are based on a range of final underlier levels that are entirely hypothetical; no one can predict
what the underlier level wil be on any day throughout the life of your notes, and no one can predict what the final underlier
level wil be on the determination date. The underlier has been highly volatile in the past -- meaning that the underlier level
has changed considerably in relatively short periods -- and its performance cannot be predicted for any future period.
Investors in the notes wil not receive any dividends on the stocks that constitute the underlier. The table and chart below
do not show any effect of lost dividend yield over the term of the notes. See "Summary Risk Factors--Investing in the
Notes Is Not Equivalent to Investing in the Underlier or the Stocks that Constitute the Underlier" below.

The information in the table and chart below reflects hypothetical returns on the notes assuming that they are purchased
on the original issue date at the stated principal amount and held to the maturity date. If you sel your notes in a secondary
market prior to the maturity date, your return wil depend upon the value of your notes at the time of sale, which may be
affected by a number of factors that are not reflected in the table or chart below such as interest rates, the volatility of the
underlier and our and Citigroup Inc.'s creditworthiness. Please read "Summary Risk Factors--The Value of the Notes Prior
to Maturity Wil Fluctuate Based on Many Unpredictable Factors" in this pricing supplement. It is likely that any secondary
market price for the notes wil be less than the issue price.

The information in the table and chart also reflects the key terms and assumptions in the box below.

Key Terms and Assumptions
Stated principal amount
$1,000
Cap level
108.36% of the initial underlier level
Maximum settlement amount
$1,250.80 per $1,000 stated principal amount note
Neither a market disruption event nor a non-scheduled trading day occurs on the original y scheduled determination date

No change in or affecting any of the stocks comprising the underlier or the method by which the underlier sponsor
calculates the underlier

Notes purchased on original issue date at the stated principal amount and held to the stated maturity date

The actual performance of the underlier over the life of your notes, as wel as the amount payable at maturity, if any, may
bear little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this
pricing supplement. For information about the historical levels of the underlier during recent periods, see "The Underlier --
Historical Closing Levels of the Underlier" below.

The levels in the left column of the table below represent hypothetical final underlier levels and are expressed as
percentages of the initial underlier level. The amounts in the right column represent the hypothetical cash settlement
amounts, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier
level), and are expressed as percentages of the stated principal amount of a note (rounded to the nearest one-thousandth
of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we
would deliver for each $1,000 of the outstanding stated principal amount of the notes on the maturity date would equal
100.000% of the stated principal amount of a note, based on the corresponding hypothetical final underlier level
(expressed as a percentage of the initial underlier level) and the assumptions noted above.

Hypothetical Final Underlier Level (as
Hypothetical Cash Settlement Amount (as
Percentage of Initial Underlier Level)
Percentage of Stated Principal Amount)
200.000%
125.080%
175.000%
125.080%
150.000%
125.080%
108.360%
125.080%
102.500%
107.500%
100.000%
100.000%
75.000%
75.000%
50.000%
50.000%
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25.000%
25.000%
0.000%
0.000%

If, for example, the final underlier level were determined to be 25.000% of the initial underlier level, the cash settlement
amount that we would deliver on your notes at maturity would be 25.000% of the stated principal amount of your notes, as
shown in the table above. As a result, if you purchased your notes on the original issue date at the stated principal amount
and held them to the maturity date, you would lose 75.000% of your investment. In addition, if the final underlier level were
determined to be 150.000% of the initial underlier level, the cash settlement amount that we would deliver on your notes at
maturity would be capped at the maximum settlement amount (expressed as a

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