Obligation Citi Global Markets 0% ( US17328V4C13 ) en USD

Société émettrice Citi Global Markets
Prix sur le marché 100 %  ▼ 
Pays  Etas-Unis
Code ISIN  US17328V4C13 ( en USD )
Coupon 0%
Echéance 23/03/2023 - Obligation échue



Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17328V4C13 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 4 265 000 USD
Cusip 17328V4C1
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée 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 US17328V4C13, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/03/2023







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424B2 1 dp124507_424b2-us2095034.htm PRICING SUPPLEMENT
Citigroup Global Markets Holdings Inc.
March 20, 2020
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2020-USNCH3958
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495
and 333-224495-03
Autocallable Securities Linked to the S&P 500® Index Due March 23, 2023

The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc.
and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest, do not guarantee the
repayment of principal at maturity and are subject to potential automatic early redemption on a periodic basis on the terms
described below. Your return on the securities wil depend on the performance of the underlying specified below.

The securities offer the potential for automatic early redemption at a premium fol owing the first valuation date (other than the final
valuation date) on which the closing value of the underlying is greater than or equal to the initial underlying value. If the securities
are not automatical y redeemed prior to maturity, the payment at maturity wil depend on the final underlying value. In this
circumstance, you wil be repaid the stated principal amount of your securities at maturity so long as the final underlying value is
greater than or equal to the trigger value specified below, and if the final underlying value is also greater than or equal to the initial
underlying value, you wil also receive a premium. However, if the securities are not automatically redeemed prior to maturity
and the final underlying value is less than the trigger value, you will lose 1% of the stated principal amount of your
securities for every 1% by which the final underlying value is less than the initial underlying value. You may lose a
significant portion, and up to all, of your investment.

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:
S&P 500® Index
Stated principal amount: $1,000 per security
Pricing date:
March 20, 2020
Issue date:
March 25, 2020
Valuation dates:
March 22, 2021, March 21, 2022 and March 20, 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, March 23, 2023
Automatic early
If, on any valuation date prior to the final valuation date, the closing value of the underlying is greater than or
redemption:
equal to the initial underlying value, the securities wil be automatical y redeemed on the third business day
immediately fol owing that valuation date for an amount in cash per security equal to $1,000 plus the
premium applicable to that valuation date. If the securities are automatical y redeemed fol owing any
valuation date prior to the final valuation date, they wil cease to be outstanding and you wil not receive the
premium applicable to any later valuation date.
Premium:
The premium applicable to each valuation date is set forth below. The premium may be significantly less
than the appreciation of the underlying from the pricing date to the applicable valuation date.
· March 22, 2021: 15.75% of the stated principal amount
· March 21, 2022: 36.30% of the stated principal amount
· March 20, 2023: 54.45% of the stated principal amount
Payment at maturity:
If the securities are not automatical y redeemed prior to maturity, you wil receive at maturity, for each
security you then hold, an amount in cash equal to:
§ If the final underlying value is greater than or equal to the initial underlying value:
$1,000 + the premium applicable to the final valuation date
§ If the final underlying value is less than the initial underlying value but greater than or equal to the
trigger value:
$1,000
§ If the final underlying value is less than the trigger value:
$1,000 + ($1,000 × the underlying return)
If the securities are not automatically redeemed prior to maturity and the final underlying value is
less than the trigger value, your payment at maturity will be less, and possibly significantly less,
than the stated principal amount of your securities. You should not invest in the securities unless
you are willing and able to bear the risk of losing a significant portion, and up to all, of your
investment.
Initial underlying value: 2,304.92, the closing value of the underlying on the pricing date
Final underlying value: The closing value of the underlying on the final valuation date
Underlying return:
(i) The final underlying value minus the initial underlying value, divided by (i ) the initial underlying value
Trigger value:
1,843.936, 80% of the initial underlying value
Listing:
The securities wil not be listed on any securities exchange
CUSIP / ISIN:
17328V4C1 / US17328V4C13
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and
Issue price(1)
Underwriting fee(2)
Proceeds to issuer(3)
issue price:
Per security:
$1,000
$22.50
$977.50
Total:
$4,265,000
$95,962.50
$4,169,037.50
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(1) On the date of this pricing supplement, the estimated value of the securities is $923.10 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) 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.
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, 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, which can be accessed via the hyperlinks below:
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
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.

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, the accompanying product supplement contains
important information about how the closing value of the 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 the underlying. The
accompanying underlying supplement contains information about the underlying that is 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 deciding whether to invest in the securities. Certain terms used but not defined in this pricing
supplement are defined in the accompanying product supplement.

PS-2
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Citigroup Global Markets Holdings Inc.

Payout Table and Diagram

The table below il ustrates how the amount payable per security wil be calculated if the closing value of the underlying on any valuation
date is greater than or equal to the initial underlying value.

If the first valuation date on which the closing value of the
underlying is greater than or equal to the initial underlying . . . then you will receive the following payment per $1,000 security
value is . . .
upon automatic early redemption or at maturity, as applicable:
March 22, 2021
$1,000 + applicable premium = $1,000 + $181.50 = $1,181.50
March 21, 2022
$1,000 + applicable premium = $1,000 + $363.00 = $1,363.00
March 20, 2023
$1,000 + applicable premium = $1,000 + $544.50 = $1,544.50

If, on any valuation date, the closing value of the underlying is less than the initial underlying value, you will not receive the
premium indicated above following that valuation date. In order to receive the premium indicated above, the closing value of
the underlying on the applicable valuation date must be greater than or equal to the initial underlying value.

The diagram below il ustrates the payment at maturity of the securities, assuming the securities have not previously been automatical y
redeemed, for a range of hypothetical underlying returns.

Investors in the securities will not receive any dividends with respect to the underlying. The diagram and example below do
not show any effect of lost dividend yield over the term of the securities. See "Summary Risk Factors--You wil not receive
dividends or have any other rights with respect to the underlying" below.

Payment at Maturity

n The Securities n The Underlying

PS-3
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Hypothetical Example of the Payment at Maturity

The examples below il ustrate how to determine the payment at maturity on the securities, assuming the securities are not
automatical y redeemed prior to maturity and the final underlying value is less than the initial underlying value. The examples are solely
for il ustrative purposes, does not show al possible outcomes and is not a prediction of any payment that may be made on the
securities.

The examples below are based on a hypothetical initial underlying value of 100 and a hypothetical trigger value of 80 and do not reflect
the actual initial underlying value or trigger value. For the actual initial underlying value and trigger value, 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 and trigger value, and not the hypothetical values indicated below.

The examples below are intended to il ustrate how, if the securities are not automatical y redeemed prior to maturity, your payment at
maturity wil depend on the final underlying value. Your actual payment at maturity per security wil depend on the actual initial
underlying value and the actual final underlying value.

Example 1--Par Scenario. The final underlying value is 90 (a 10% decrease from the initial underlying value), which is less than the
initial underlying value but greater than the trigger value.

Payment at maturity per security = $1,000

In this scenario, the underlying has depreciated from the initial underlying value to the final underlying value, but not below the trigger
value. Because the final underlying value is greater than the trigger value, you would be repaid the stated principal amount of $1,000
per security at maturity but would not receive any premium.

Example 2--Downside Scenario. The final underlying value is 30 (a 70% decrease from the initial underlying value), which is less
than the trigger value.

Because the final underlying value is less than the trigger value, you would receive a payment at maturity per security that is less than
the stated principal amount, calculated as fol ows:

Payment at maturity per security = $1,000 + ($1,000 × the underlying return)

= $1,000 + ($1,000 × -70%)

= $1,000 + -$700

= $300

In this scenario, the underlying has depreciated from the initial underlying value to the final underlying value and the final underlying
value is less than the trigger value. As a result, your total return at maturity in this scenario would be negative and would reflect 1-to-1
exposure to the negative performance of the underlying.

PS-4
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Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject to al
of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we
and Citigroup Inc. may default on our obligations under the securities, and are also subject to risks associated with the 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. If the final underlying value is less than the
trigger value, you wil lose 1% of the stated principal amount of the securities for every 1% by which the underlying has declined
from the initial underlying value. There is no minimum payment at maturity on the securities, and you may lose up to al of your
investment.

§
Your potential return on the securities is limited. Your potential return on the securities is limited to the applicable premium
payable upon automatic early redemption or at maturity, as described on the cover page of this pricing supplement. If the closing
value of the underlying on one of the valuation dates is greater than or equal to the initial underlying value, you wil be repaid the
stated principal amount of your securities and wil receive the fixed premium applicable to that valuation date, regardless of how
significantly the closing value of the underlying on that valuation date may exceed the initial underlying value. Accordingly, any
premium may result in a return on the securities that is significantly less than the return you could have achieved on a direct
investment in the underlying.

§
The securities do not pay interest. You should not invest in the securities if you seek current income during the term of the
securities.

§
The securities may be automatically redeemed prior to maturity, limiting the term of the securities. If the closing value of the
underlying on any valuation date (other than the final valuation date) is greater than or equal to the initial underlying value, the
securities wil be automatical y redeemed. If the securities are automatical y redeemed fol owing any valuation date (other than the
final valuation date), they wil cease to be outstanding and you wil not receive the premium applicable to any later valuation date.
Moreover, 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 underlying, but no upside exposure to the underlying. You wil not participate
in any appreciation in the value of the underlying over the term of the securities. Consequently, your return on the securities wil be
limited to the applicable premium payable upon an automatic early redemption or at maturity and may be significantly less than the
return on the underlying over the term of the securities.

§
You will not receive dividends or have any other rights with respect to the underlying. You wil not receive any dividends with
respect to the underlying. This lost dividend yield may be significant over the term of the securities. The payment scenarios
described in this pricing supplement do not show any effect of such lost dividend yield over the term of the securities. In addition,
you wil not have voting rights or any other rights with respect to the underlying or the stocks included in the underlying.

§
The performance of the securities will depend on the closing values of the underlying solely on the valuation dates, which
makes the securities particularly sensitive to volatility in the closing values of the underlying on or near the valuation
dates. Whether the securities wil be automatical y redeemed prior to maturity wil depend on the closing values of the underlying
solely on the valuation dates (other than the final valuation date), regardless of the closing value of the underlying 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 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 underlying on a limited number of
dates, the securities wil be particularly sensitive to volatility in the closing values of the underlying. You should understand that the
closing value of the 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.

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PS-5
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Citigroup Global Markets Holdings Inc.

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 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 the closing value of the
underlying, the dividend yield on the underlying 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 market rate, which is the rate that CGMI wil use in determining the value of the securities for purposes of any
purchases of the securities from you in the secondary market. If the estimated value included in this pricing supplement were
based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal
funding rate based on factors such as the costs associated with the securities, which are general y higher than the costs associated
with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that is
payable on the securities.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines our
secondary market rate based on the market price of traded instruments referencing the debt obligations of Citigroup Inc., our
parent company and the guarantor of al payments due on the securities, but subject to adjustments that CGMI makes in its sole
discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather reflects
the market's perception of our parent company's creditworthiness as adjusted for discretionary factors such as CGMI's preferences
with respect to purchasing the securities prior to maturity.

§
The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be
willing to buy the securities from you in the secondary market. Any such secondary market price wil fluctuate over the term of
the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included
in this pricing supplement, any value of the securities determined for purposes of a secondary market transaction wil be based on
our secondary market rate, which wil likely result in a lower value for the securities than if our internal funding rate were used. In
addition, any secondary market price for the securities wil be reduced by a bid-ask spread, which may vary depending on the
aggregate stated principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of
unwinding related hedging transactions. As a result, it is likely that any secondary market price for the securities wil be less than
the issue price.

§ The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your securities
prior to maturity wil fluctuate based on the closing value of the underlying, the volatility of the closing value of the underlying,
dividend yields on the underlying, interest rates general y, the time remaining to maturity and our and Citigroup Inc.'s
creditworthiness, as reflected in our secondary market rate, among other factors described under "Risk Factors Relating to the
Securities--Risk Factors Relating to Al Securities--The value of your securities prior to maturity wil fluctuate based on many
unpredictable factors" in the accompanying product supplement. Changes in the closing value of the underlying may not result in a
comparable change in the value of your securities. You should understand that the value of your securities at any time prior to
maturity may be significantly less than the issue price.

PS-6
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§ Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on
any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The
amount of this temporary upward adjustment wil steadily decline to zero over the temporary adjustment period. See "Valuation of
the Securities" in this pricing supplement.

§ Our offering of the securities is not a recommendation of the underlying. The fact that we are offering the securities does not
mean that we believe that investing in an instrument linked to the underlying is likely to achieve favorable returns. In fact, as we are
part of a global financial institution, our affiliates may have positions (including short positions) in the underlying or in instruments
related to the underlying, and may publish research or express opinions, that in each case are inconsistent with an investment
linked to the underlying. These and other activities of our affiliates may affect the closing value of the underlying in a way that
negatively affects the value of and your return on the securities.

§ The closing value of the underlying may be adversely affected by our or our affiliates' hedging and other trading activities.
We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions in the
underlying or in financial instruments related to the underlying and may adjust such positions during the term of the securities. Our
affiliates also take positions in the underlying or in financial instruments related to the underlying on a regular basis (taking long or
short positions or both), for their accounts, for other accounts under their management or to facilitate transactions on behalf of
customers. These activities could affect the closing value of the underlying in a way that negatively affects the value of and your
return on the securities. They could also result in substantial returns for us or our affiliates while the value of the securities declines.

§ We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates' business activities.
Our affiliates engage in business activities with a wide range of companies. These activities include extending loans, making and
facilitating investments, underwriting securities offerings and providing advisory services. These activities could involve or affect the
underlying in a way that negatively affects the value of and your return on the securities. They could also result in substantial
returns for us or our affiliates while the value of the securities declines. In addition, in the course of this business, we or our
affiliates may acquire non-public information, which wil not be disclosed to you.

§ The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If
certain events occur during the term of the securities, such as market disruption events and other events with respect to the
underlying, CGMI, as calculation agent, wil be required to make discretionary judgments that could significantly affect your return
on the securities. In making these judgments, the calculation agent's interests as an affiliate of ours could be adverse to your
interests as a holder of the securities. See "Risk Factors Relating to the Securities--Risk Factors Relating to Al Securities--The
calculation agent, which is an affiliate of ours, wil make important determinations with respect to the securities" in the
accompanying product supplement.

§ Changes that affect the underlying may affect the value of your securities. The sponsor of the underlying may at any time
make methodological changes or other changes in the manner in which it operates that could affect the value of the underlying. We
are not affiliated with the underlying sponsor and, accordingly, we have no control over any changes such sponsor may make.
Such changes could adversely affect the performance of the underlying and the value of and your return on the securities.

§
The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal authority regarding
the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service
(the "IRS"). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not
agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful in asserting an alternative
treatment of the securities, the tax consequences of the ownership and disposition of the securities might be material y and
adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax
treatment of the securities, possibly retroactively.

If you are a non-U.S. investor, you should review the discussion of withholding tax issues in "United States Federal Tax
Considerations--Non-U.S. Holders" below.

You should read careful y the discussion under "United States Federal Tax Considerations" and "Risk Factors Relating to the
Securities" in the accompanying product supplement and "United States Federal Tax Considerations" in this pricing supplement.
You should also consult your tax adviser regarding the U.S. federal tax consequences of an investment in the securities, as wel as
tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

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3/25/2020
https://www.sec.gov/Archives/edgar/data/200245/000095010320005903/dp124507_424b2-us2095034.htm
Citigroup Global Markets Holdings Inc.

Information About the S&P 500® Index

The S&P 500® Index consists of the common stocks of 500 issuers selected to provide a performance benchmark for the large
capitalization segment of the U.S. equity markets. It is calculated and maintained by S&P Dow Jones Indices LLC.

Please refer to the section "Equity Index Descriptions--The S&P U.S. Indices--The S&P 500® Index" in the accompanying underlying
supplement for additional information.

We have derived al information regarding the S&P 500® Index from publicly available information and have not independently verified
any information regarding the S&P 500® Index. This pricing supplement relates only to the securities and not to the S&P 500® Index.
We make no representation as to the performance of the S&P 500® Index over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the
S&P 500® Index is not involved in any way in this offering and has no obligation relating to the securities or to holders of the securities.

Historical Information

The closing value of the S&P 500® Index on March 20, 2020 was 2,304.92.

The graph below shows the closing value of the S&P 500® Index for each day such value was available from January 4, 2010 to March
20, 2020. We obtained the closing values from Bloomberg L.P., without independent verification. You should not take the historical
closing values as an indication of future performance.

S&P 500® Index ­ Historical Closing Values
January 4, 2010 to March 20, 2020


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