Obligation Citi Global Markets 9% ( US17328VCK44 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17328VCK44 ( en USD )

9% par an ( paiement semestriel )

16/09/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17328VCK44 en USD 9%, échue

1 000 USD

28 574 000 USD

17328VCK4

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 US17328VCK44, paye un coupon de 9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/09/2022

424B3 1 dp125302_424b3-us2094086a.htm AMENDED AND RESTATED PRICING SUPPLEMENT

T his Am e nde d a nd Re st a t e d Pric ing Supple m e nt N o. 2 0 2 0 -U SN CH 3 8 6 5 is be ing file d t o re vise t he init ia l
inde x le ve l, dow nside t hre shold le ve l a nd c oupon ba rrie r le ve l for t he Russe ll 2 0 0 0 ® I nde x .
Citigroup Global Markets Holdings Inc.
M a rc h 1 3 , 2 0 2 0
M e dium -T e rm Se nior N ot e s, Se rie s N
Am e nde d a nd Re st a t e d Pric ing Supple m e nt N o.
2 0 2 0 -U SN CH 3 8 6 5
File d Pursua nt t o Rule 4 2 4 (b)(3 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -2 2 4 4 9 5 a nd 3 3 3 -
2 2 4 4 9 5 -0 3

28,574 Contingent Income Callable Securities Due September 16, 2022
Based on the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the EURO STOXX 50® Index
Principal at Risk Securities
Ove rvie w
? 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 all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same
maturity. In exchange for this higher potential yield, you must be willing 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 (ii) 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 will depend on the performance of the
worst performing of the Russell 2000® Index, the S&P 500® Index and the EURO STOXX 50® Index (each, an "underlying
index"), as described below. You will be subject to risks associated with each of the underlying indices and will be negatively
affected by adverse movements in any one of the underlying indices regardless of the performance of the others. Although you
will be exposed to downside risk with respect to the worst performing underlying index, you will not participate in any appreciation
of any underlying index or receive any dividends paid on the stocks included in any underlying index.
? We have the right to call the securities for mandatory redemption on any potential redemption date prior to the maturity date.
? Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not
receiving any payments due under the securities if we and Citigroup Inc. default on our obligations. All pa ym e nt s on t he
se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
K EY T ERM S

I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
Dow nside t hre shold
Coupon ba rrie r
U nde rlying indic e s:
U nde rlying indic e s
I nit ia l inde x le ve l*
le ve l* *
le ve l* *

Russell 2000® Index
1,209.460
725.676
725.676

S&P 500® Index
2,711.02
1,626.612
1,626.612

EURO STOXX 50® Index
2,586.02
1,551.612
1,551.612

* For each underlying index, its closing level on the pricing date
** For each underlying index, 60% of its initial index level
Aggre ga t e st a t e d
$28,574,000
princ ipa l a m ount :
St a t e d princ ipa l a m ount : $1,000 per security
Pric ing da t e :
March 13, 2020
I ssue da t e :
March 18, 2020
Fina l va lua t ion da t e :
September 13, 2022, subject to postponement if such date is not a scheduled trading day for any
underlying index or if certain market disruption events occur with respect to any underlying index.
M a t urit y da t e :
Unless earlier redeemed by us, September 16, 2022
Cont inge nt c oupon
For each observation period, the third business day after the observation period end-date for such
pa ym e nt da t e s:
observation period, except that the contingent coupon payment date for the final observation period
will be the maturity date.
Cont inge nt c oupon:
On each quarterly contingent coupon payment date, unless previously redeemed by us, the securities
will pay a contingent coupon equal to 2.75% of the stated principal amount of the securities (11.00%
per annum) if a nd only if a coupon barrier event has not occurred during the related observation
period. I f a c oupon ba rrie r e ve nt oc c urs during a n obse rva t ion pe riod, you w ill not
re c e ive a ny c ont inge nt c oupon pa ym e nt on t he re la t e d c ont inge nt c oupon
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pa ym e nt da t e . A c oupon ba rrie r e ve nt w ill oc c ur if t he c losing le ve l of a ny
unde rlying inde x is le ss t ha n it s c oupon ba rrie r le ve l on a ny t ra ding da y for t ha t
unde rlying inde x during a n obse rva t ion pe riod.
Pa ym e nt a t m a t urit y:
Unless earlier redeemed by us, for each $1,000 stated principal amount security you hold at maturity,
you will receive cash in an amount determined as follows (in addition to the final contingent coupon
payment, if any):
? If the final index level of the worst performing underlying index is gre a t e r t ha n or e qua l t o its
downside threshold level: $1,000
? If the final index level of the worst performing underlying index is le ss t ha n its downside
threshold level:
$1,000 + ($1,000 × the index return of the worst performing underlying index)
I f t he fina l inde x le ve l of t he w orst pe rform ing unde rlying inde x is le ss t ha n it s
dow nside t hre shold le ve l, you w ill re c e ive le ss, a nd possibly signific a nt ly le ss,
t ha n 6 0 % of t he st a t e d princ ipa l a m ount of your se c urit ie s a t m a t urit y.
List ing:
The securities will not be listed on any securities exchange
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd
issue pric e :
I ssue pric e (1)
U nde rw rit ing fe e
Proc e e ds t o issue r
Pe r se c urit y:
$1,000
$17.50(2)
$977.50

$5(3)

T ot a l:
$28,574,000
$642,915
$27,931,085
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $901.20 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 $22.50 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 $17.50 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 for each security.
I nve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l
de bt se c urit ie s. Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS-7 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s
a pprove d or disa pprove d of t he se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he
a c c om pa nying produc t supple m e nt , unde rlying supple m e nt , prospe c t us supple m e nt a nd prospe c t us a re
t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
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 following hyperlinks:
Produc t Supple m e nt N o. EA-0 4 -0 8 da t e d Fe brua ry 1 5 , 2 0 1 9 U nde rlying Supple m e nt N o. 8 da t e d Fe brua ry 2 1 ,
2 0 1 9
Prospe c t us a nd Prospe c t us Supple m e nt e a c h da t e d M a y 1 4 , 2 0 1 8
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.
28,574 Contingent Income Callable Securities Due September 16, 2022
Based on the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the EURO STOXX 50® Index
Principal at Risk Securities
K EY T ERM S (c ont inue d)

Coupon ba rrie r e ve nt :
A coupon barrier event will occur with respect to an observation period if the closing level of
a ny underlying index is less than its coupon barrier level on a ny trading day for that underlying
index during that observation period.
Obse rva t ion pe riods:
Each observation period will consist of each day from but excluding an observation period end-
date to and including the following observation period end-date, provided that the first
observation period will consist of each day from but excluding the pricing date to and including
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the first observation period end-date.
Obse rva t ion pe riod e nd -
June 15, 2020, September 14, 2020, December 14, 2020, March 15, 2021, June 14, 2021,
da t e s:
September 13, 2021, December 13, 2021, March 14, 2022, June 13, 2022 and September 13,
2022
T ra ding da y:
For any underlying index, a scheduled trading day for that underlying index on which a market
disruption event has not occurred with respect to that underlying index.
Re de m pt ion:
We may call the securities, in whole and not in part, for mandatory redemption on any potential
redemption date upon not less than three business days' notice. Following an exercise of our
call right, you will 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 will be made.
Pot e nt ia l re de m pt ion da t e s: The contingent coupon payment dates related to the observation period end-dates beginning in
June 2020 and ending in June 2022
Ea rly re de m pt ion pa ym e nt :
The stated principal amount of $1,000 per security plus the related contingent coupon payment,
if any
Fina l inde x le ve l:
For each underlying index, its closing level on the final valuation date
I nde x re t urn:
For each underlying index, (i) its final index level minus its initial index level, divided by (ii) its
initial index level
Worst pe rform ing unde rlying The underlying index with the lowest index return
inde x :
CU SI P / I SI N :
17328VCK4 / US17328VCK44

Additional Information

Ge ne ra l. 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 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 each 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
$27.50 (2.75% of the stated principal amount) per security, with respect to each quarterly observation period during which a
coupon barrier event does not occur. A coupon barrier event will occur during an observation period if the closing level of a ny
underlying index is less than its coupon barrier level on a ny trading day for that underlying index during that observation period.
The quarterly contingent coupon payment, if any, will be payable quarterly on the relevant contingent coupon payment date, which
is the third business day after the related observation period end-date or, in the case of the quarterly contingent coupon payment,
if any, with respect to the final observation period, the maturity date. If a coupon barrier event occurs during an observation period,
investors will receive no quarterly contingent coupon payment on the related contingent coupon payment date. It is possible that a
coupon barrier event will occur with respect to some or all of the observation periods during the term of the securities so that you
will receive few or no quarterly contingent coupon payments. We refer to these payments as contingent because there is no
guarantee that you will receive a payment on any contingent coupon payment date.

We may call 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 that contingent coupon payment date. Thus, the term of the securities may be limited to three
months. If we redeem the securities prior to maturity, you will 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 indices are performing in a manner that would
otherwise have been favorable to you. On the other hand, we will be less likely to redeem the securities when the underlying
indices are performing unfavorably from your perspective, including when the closing level of any underlying index is below its
respective coupon barrier level and/or when the final index level of any underlying index is expected to be below its respective
downside threshold level, such that you will receive no quarterly contingent coupon payments and/or that you will suffer a significant
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loss on your initial investment in the securities at maturity.

March 2020
PS-2
Citigroup Global Markets Holdings Inc.
28,574 Contingent Income Callable Securities Due September 16, 2022
Based on the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the EURO STOXX 50® Index
Principal at Risk Securities
Thus, if we do not redeem the securities prior to maturity, it is more likely that you will receive few or no quarterly contingent
coupon payments and suffer a significant loss at maturity.

If the securities have not previously been redeemed by us and the final index level of the worst performing underlying index is
greater than or equal to its downside threshold level, you will 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 of the worst performing underlying
index is less than its downside threshold level, investors will be exposed to the decline in the closing level of the worst performing
underlying index, as compared to its initial index level, on a 1-to-1 basis. Under these circumstances, the payment at maturity will
be (i) the stated principal amount plus (ii) (a) the stated principal amount times (b) the index return of the worst performing
underlying index, which means that the payment at maturity will be less than 60% of the stated principal amount of the securities
and could be zero.

Investors in the securities must be willing 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. The stated payments on the securities are based sole ly on
the performance of the w orst pe rform ing of the three underlying indices. As a result, investors will be negatively affected by
adverse movements in a ny one of the underlying indices, regardless of the performance of the others. In addition, investors will
not participate in any appreciation of any of the underlying indices.

Key Investment Rationale

The securities offer investors an opportunity to earn a quarterly contingent coupon payment equal to 2.75% of the stated principal
amount with respect to each quarterly observation period during which a coupon barrier event does not occur. 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 will vary depending on the final index level of the worst performing underlying index,
as follows:

On a ny pot e nt ia l re de m pt ion da t e (be ginning a pprox im a t e ly t hre e m ont hs a ft e r t he issue
da t e ), w e e x e rc ise our right t o c a ll t he se c urit ie s.

¦ The securities will be redeemed for (i) the stated principal amount plus (ii) the quarterly contingent coupon
Sc e na rio 1
payment with respect to the related observation period, if any.

¦ Investors will not participate in any appreciation of any of the underlying indices from their applicable initial
index levels.
T he se c urit ie s a re not re de e m e d prior t o m a t urit y, a nd t he fina l inde x le ve l of t he w orst
pe rform ing unde rlying inde x is gre a t e r t ha n or e qua l t o it s dow nside t hre shold le ve l.

¦ You will be repaid the stated principal amount of your securities at maturity plus the quarterly contingent
Sc e na rio 2
coupon payment, if any.

¦ Investors will not participate in any appreciation of any of the underlying indices from their applicable initial
index levels.
T he se c urit ie s a re not re de e m e d prior t o m a t urit y, a nd t he fina l inde x le ve l of t he w orst
pe rform ing unde rlying inde x is le ss t ha n it s dow nside t hre shold le ve l.

¦ The payment due at maturity will be (i) the stated principal amount plus (ii) (a) the stated principal amount
Sc e na rio 3
times (b) the index return of the worst performing underlying index on the final valuation date.

¦ I nve st ors w ill lose a signific a nt port ion, a nd m a y lose a ll, of t he ir princ ipa l in t his
sc e na rio.
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March 2020
PS-3
Citigroup Global Markets Holdings Inc.
28,574 Contingent Income Callable Securities Due September 16, 2022
Based on the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the EURO STOXX 50® Index
Principal at Risk Securities
How the Securities Work

The following diagrams illustrate potential payments on the securities. The first diagram illustrates how to determine whether a
contingent coupon payment will be paid with respect to a quarterly observation period. The second diagram illustrates how to
determine the payment at maturity if the securities are not redeemed by us prior to maturity.

Dia gra m # 1 : Qua rt e rly Cont inge nt Coupon Pa ym e nt s

Dia gra m # 2 : Pa ym e nt a t M a t urit y if N o Ea rly Re de m pt ion Oc c urs

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

March 2020
PS-4
Citigroup Global Markets Holdings Inc.
https://www.sec.gov/Archives/edgar/data/200245/000095010320007648/dp125302_424b3-us2094086a.htm[4/17/2020 10:22:21 AM]

28,574 Contingent Income Callable Securities Due September 16, 2022
Based on the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the EURO STOXX 50® Index
Principal at Risk Securities
Hypothetical Examples

The examples below illustrate how to determine whether a contingent coupon will be paid with respect to a quarterly observation
period 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 three 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 following hypothetical values and assumptions in order to illustrate how the securities work
and do not reflect the actual quarterly contingent coupon, initial index levels of any of the underlying indices or their applicable
coupon barrier levels and downside threshold levels, each of which are listed on the cover page of this pricing supplement:

Hypothetical quarterly contingent coupon payment: $27.50 (2.75% of the stated principal amount) per security
Hypothetical initial index level:
With respect to the Russell 2000® Index, 1,500.000
With respect to the S&P 500® Index, 3,000.00
With respect to the EURO STOXX 50® Index, 3,200.00
Hypothetical coupon barrier level:
With respect to the Russell 2000® Index, 900.000, which is 60% of its
hypothetical initial index level
With respect to the S&P 500® Index, 1,800.000, which is 60% of its
hypothetical initial index level
With respect to the EURO STOXX 50® Index, 1,920.000, which is 60% of its
hypothetical initial index level
Hypothetical downside threshold level:
With respect to the Russell 2000® Index, 900.000, which is 60% of its
hypothetical initial index level
With respect to the S&P 500® Index, 1,800.000, which is 60% of its
hypothetical initial index level
With respect to the EURO STOXX 50® Index, 1,920.000, which is 60% of its
hypothetical initial index level

H ow t o de t e rm ine w he t he r a c ont inge nt c oupon is pa ya ble w it h re spe c t t o a qua rt e rly obse rva t ion pe riod:

H ypot he t ic a l low e st c losing le ve l of e a c h unde rlying inde x on
a ny t ra ding da y during a n obse rva t ion pe riod
H ypot he t ic a l c ont inge nt

EU RO ST OX X 5 0 ®
c oupon pa ym e nt pe r
Russe ll 2 0 0 0 ® I nde x
S& P 5 0 0 ® I nde x
I nde x
se c urit y
Ex a m ple 1
1,200.00 (gre a t e r t ha n
2,700.00 (gre a t e r
2,720.00 (gre a t e r
$27.50
or e qua l t o coupon
t ha n or e qua l t o
t ha n or e qua l t o
barrier level)
coupon barrier level)
coupon barrier level)
Ex a m ple 2
1,650.000 (gre a t e r t ha n
3,150.00 (gre a t e r
1,600.00 (le ss t ha n
$0
or e qua l t o coupon
t ha n or e qua l t o
coupon barrier level)
barrier level)
coupon barrier level)
Ex a m ple 3
750.000 (le ss t ha n
1,650.00 (le ss t ha n
2,560.00 (gre a t e r
$0
coupon barrier level)
coupon barrier level)
t ha n or e qua l t o
coupon barrier level)
Ex a m ple 4
600.000 (le ss t ha n
1,500.00 (le ss t ha n
960.00 (le ss t ha n
$0
coupon barrier level)
coupon barrier level)
coupon barrier level)

Ex a m ple 1 : In this example, the closing levels of each underlying index are greater than or equal to their respective coupon
barrier levels on each trading day during an observation period. As a result, a coupon barrier event does not occur and investors in
the securities would receive the contingent coupon payment of $27.50 per security on the related contingent coupon payment date.

Ex a m ple 2 , 3 a nd 4 : In these examples, one or more underlying indices close below their respective coupon barrier levels on at
least one trading day during an observation period. As a result, investors would not receive any contingent coupon payment on the
https://www.sec.gov/Archives/edgar/data/200245/000095010320007648/dp125302_424b3-us2094086a.htm[4/17/2020 10:22:21 AM]

related contingent coupon payment date.

I nve st ors in t he se c urit ie s w ill not re c e ive a c ont inge nt c oupon pa ym e nt w it h re spe c t t o a n obse rva t ion
pe riod if t he c losing le ve l of a ny unde rlying inde x is le ss t ha n it s c oupon ba rrie r le ve l on a ny t ra ding da y for
t ha t unde rlying inde x during t ha t

March 2020
PS-5
Citigroup Global Markets Holdings Inc.
28,574 Contingent Income Callable Securities Due September 16, 2022
Based on the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the EURO STOXX 50® Index
Principal at Risk Securities
obse rva t ion pe riod, e ve n if t he c losing le ve l of t ha t unde rlying inde x is gre a t e r t ha n it s c oupon ba rrie r le ve l
on som e or a ll ot he r t ra ding da ys during t ha t obse rva t ion pe riod, a nd e ve n if t he c losing le ve ls of t he ot he r
unde rlying indic e s a re gre a t e r t ha n t he ir re spe c t ive c oupon ba rrie r le ve ls on e a c h t ra ding da y during t ha t
obse rva t ion pe riod.

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

H ypot he t ic a l fina l
H ypot he t ic a l fina l
H ypot he t ic a l fina l inde x
inde x le ve l of t he
H ypot he t ic a l
inde x le ve l of t he
le ve l of t he S& P 5 0 0 ®
pa ym e nt a t m a t urit y
EU RO ST OX X 5 0 ®
Russe ll 2 0 0 0 ® I nde x
I nde x
pe r se c urit y
I nde x
$ 1 ,0 0 0 .0 0 , plus t he
1,650.000
3,600.00
3,680.00
qua rt e rly c ont inge nt
Ex a m ple 5
(index return =
(index return =
(index return =
c oupon pa ym e nt , if
10%)
20%)
15%)
a ny
1,575.000
1,200.00
3,200.00
Ex a m ple 6
(index return =
(index return =
(index return =
$ 4 0 0 .0 0
5%)
-60%)
0%)
1,275.000
2,700.00
640.00
Ex a m ple 7
(index return =
(index return =
(index return =
$ 2 0 0 .0 0
-15%)
-10%)
-80%)

Ex a m ple 5 : In this example, the Russell 2000® Index is the worst performing underlying index. In this scenario, the final index
level of the worst performing underlying index is gre a t e r t ha n its downside threshold level. Accordingly, at maturity, you would be
repaid the stated principal amount of the securities plus the quarterly contingent coupon payment, if any, but you would not
participate in the appreciation of any of the underlying indices even though all of the underlying indices have appreciated from their
respective initial index levels.

Ex a m ple 6 : In this example, the S&P 500® Index is the worst performing underlying index. In this scenario, the final index level of
the worst performing underlying index is less than its downside threshold level. Accordingly, at maturity, you would receive a
payment per security calculated as follows:

Payment at maturity = $1,000 + ($1,000 × the index return of the S&P 500® Index)

= $1,000 + ($1,000 × -60%)

= $1,000 + -$600

= $400

In this scenario, you would receive significantly less than the stated principal amount of your securities and you will not receive a
quarterly contingent coupon payment at maturity. You would incur a loss based on the performance of the worst performing
underlying index, even though the final index levels of the other underlying indices are greater than their respective downside
threshold levels.

Ex a m ple 7 : In this example, the EURO STOXX 50® Index is the worst performing underlying index and its final index level is less
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than its downside threshold level. Accordingly, at maturity, you would receive a payment per security calculated as follows:

Payment at maturity = $1,000 + ($1,000 × the index return of the EURO STOXX 50® Index)

= $1,000 + ($1,000 × -80%)

= $1,000 + -$800

= $200

In this scenario, because the final index level of the worst performing underlying index is less than its downside threshold level, you
would lose a significant portion of your investment in the securities and you will not receive a quarterly contingent coupon payment
at maturity, even though the final index levels of the other underlying indices are greater than their respective downside threshold
levels.

March 2020
PS-6
Citigroup Global Markets Holdings Inc.
28,574 Contingent Income Callable Securities Due September 16, 2022
Based on the Worst Performing of the Russell 2000® Index, the S&P 500® Index and 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 all 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
each of the underlying indices. 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 following 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 carefully 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 generally.

?
Y ou m a y lose a signific a nt port ion or a ll of your inve st m e nt . Unlike conventional debt securities, the securities do
not provide for the repayment of the stated principal amount at maturity in all circumstances. If we do not redeem the
securities prior to maturity and the final index level of the worst performing underlying index is less than its downside threshold
level, you will lose a significant portion or all 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 of the worst performing underlying index is less than its initial index level,
regardless of the performance of the other underlying indices. There is no minimum payment at maturity on the securities, and
you may lose up to all of your investment. I f t he fina l inde x le ve l of a ny unde rlying inde x is le ss t ha n it s
dow nside t hre shold le ve l, you w ill be fully e x pose d t o a ny de pre c ia t ion of t he w orst pe rform ing
unde rlying inde x from it s init ia l inde x le ve l t o it s fina l inde x le ve l.

?
Y ou w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt for a ny qua rt e rly obse rva t ion pe riod during w hic h a
c oupon ba rrie r e ve nt oc c urs. A contingent coupon payment will be made on a contingent coupon payment date if and
only if a coupon barrier event does not occur during the related observation period. A coupon barrier event will occur with
respect to an observation period if the closing level of a ny underlying index is less than its coupon barrier level on a ny trading
day for that underlying index during that observation period. If a coupon barrier event occurs during any observation period, you
will not receive any contingent coupon payment on the related contingent coupon payment date, and if a coupon barrier event
occurs during every observation period, you will not receive any contingent coupon payments over the term of the securities.

?
T he qua rt e rly c ont inge nt c oupon pa ym e nt is c ont inge nt on t he c losing le ve l of e a c h unde rlying inde x on
e a c h t ra ding da y t hroughout t he obse rva t ion pe riods. Whether the quarterly contingent coupon payment will be
made with respect to an observation period will be based on the closing level of each underlying index on each trading day
during that observation period. If the closing level of any underlying index is less than its coupon barrier level on any trading
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day during an observation period, you will not receive a contingent coupon payment on the related contingent coupon payment
date, even if the closing level of that underlying index is greater than its coupon barrier level on all other trading days during
that observation period, and even if the closing levels of the other underlying indices are greater than their respective coupon
barrier levels on each trading day during that observation period. As a result, the potential to receive a contingent coupon
payment with respect to an observation period can be knocked out by a temporary event that affects only one underlying index
on only one day during that observation period.

?
T he se c urit ie s a re subje c t t o t he risk s of a ll of t he unde rlying indic e s a nd w ill be ne ga t ive ly a ffe c t e d if
a ny one of t he unde rlying indic e s pe rform s poorly, e ve n if t he ot he rs pe rform w e ll. You are subject to risks
associated with all of the underlying indices. If any one of the underlying indices performs poorly, you will be negatively
affected, even if the other underlying indices perform well. The securities are not linked to a basket composed of the underlying
indices, where the better performance of one or two could ameliorate the poor performance of the others. Instead, you are
subject to the full risks of whichever of the underlying indices is the worst performing.

?
Y ou w ill not be ne fit in a ny w a y from t he pe rform a nc e of t he be t t e r pe rform ing unde rlying indic e s. The
return on the securities depends solely on the performance of the worst performing of the three underlying indices, and you will
not benefit in any way from the performance of the better performing underlying indices. The securities may underperform a
similar alternative investment linked to a basket composed of the underlying indices, since in such case the performance of the
better performing underlying indices would be blended with the performance of the worst performing of the three underlying
indices, resulting in a better return than the return of the worst performing of the three underlying indices.

?
Y ou w ill be subje c t t o risk s re la t ing t o t he re la t ionship a m ong t he unde rlying indic e s. It is preferable from
your perspective for the underlying indices to be correlated with each other, in the sense that they tend to increase or decrease
at similar times and

March 2020
PS-7
Citigroup Global Markets Holdings Inc.
28,574 Contingent Income Callable Securities Due September 16, 2022
Based on the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the EURO STOXX 50® Index
Principal at Risk Securities
by similar magnitudes. By investing in the securities, you assume the risk that the underlying indices will not exhibit this
relationship. The less correlated the underlying indices, the more likely it is that any one of the underlying indices will perform
poorly over the term of the securities. All that is necessary for the securities to perform poorly is for one of the underlying
indices to perform poorly; the performance of any underlying index that is not the worst performing of the three underlying
indices is not relevant to your return on the securities. It is impossible to predict what the relationship among the underlying
indices will be over the term of the securities. T he Russe ll 2 0 0 0 ® I nde x re pre se nt s sm a ll c a pit a liza t ion st oc k s in
t he U nit e d St a t e s, t he S& P 5 0 0 ® I nde x re pre se nt s la rge c a pit a liza t ion st oc k s in t he U nit e d St a t e s a nd
t he EU RO ST OX X 5 0 ® I nde x re pre se nt s la rge c a pit a liza t ion st oc k s in t he Eurozone . Ac c ordingly, t he
unde rlying indic e s re pre se nt m a rk e t s t ha t diffe r in signific a nt w a ys a nd, t he re fore , m a y not be
c orre la t e d w it h e a c h ot he r.

?
H ighe r c ont inge nt c oupon ra t e s a re a ssoc ia t e d w it h gre a t e r risk . The securities offer contingent coupon
payments at an annualized rate that, if all are paid, would produce a yield that is generally 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 and the correlation among the underlying
indices are important factors affecting these risks. Greater expected volatility of, and lower expected correlation among, the
underlying indices 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 a coupon barrier event will occur during one or more observation periods, such
that you will not receive one or more, or any, contingent coupon payments during the term of the securities and that the final
index level of the worst performing underlying index will be less than its downside threshold level, such that you will suffer a
substantial loss of principal at maturity.

?
Y ou m a y not be a de qua t e ly c om pe nsa t e d for a ssum ing t he dow nside risk of t he w orst pe rform ing
unde rlying inde x . The potential contingent coupon payments on the securities are the compensation you receive for
assuming the downside risk of the worst performing underlying index, as well as all 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
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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 index, but also for all of the
other risks of the securities, including the risk that the securities may be redeemed by us beginning approximately three months
after the issue date, interest rate risk and our and/or 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 all
the risks of the securities, including the downside risk of the worst performing underlying index.

?
We m a y re de e m t he se c urit ie s a t our opt ion, w hic h w ill lim it your a bilit y t o re c e ive t he c ont inge nt
c oupon pa ym e nt s. We may redeem the securities on any potential redemption date upon not less than three business
days' notice. In the event that we redeem the securities, you will receive the stated principal amount of your securities and the
related contingent coupon payment, if any. Thus, the term of the securities may be limited to as short as three months. If we
redeem the securities prior to maturity, you will 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 indices are performing in a manner that would
otherwise have been favorable to you. By contrast, if the underlying indices are performing unfavorably from your perspective,
we are less likely to redeem the securities. If we redeem the securities, we will do so at a time that is advantageous to us and
without regard to your interests.

?
T he se c urit ie s offe r dow nside e x posure t o t he w orst pe rform ing unde rlying inde x , but no upside
e x posure t o t he unde rlying indic e s. You will not participate in any appreciation in the level of any of the underlying
indices over the term of the securities. Consequently, your return on the securities will be limited to the contingent coupon
payments you receive, if any, and may be significantly less than the return on the underlying indices over the term of the
securities. In addition, you will not receive any dividends or other distributions or have any other rights with respect to the
underlying indices or the stocks included in the underlying indices over the term of the securities.

?
T he pa ym e nt a t m a t urit y de pe nds on t he c losing le ve l of t he w orst pe rform ing unde rlying inde x on a
single da y. If the closing level of the worst performing underlying index on the final valuation date is less than its downside
threshold level, you will not receive the full stated principal amount of your securities at maturity, even if the closing level of the
worst performing underlying index is greater than its downside threshold level on other dates during the term of the securities.

?
T he se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc .
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.

March 2020
PS-8
Citigroup Global Markets Holdings Inc.
28,574 Contingent Income Callable Securities Due September 16, 2022
Based on the Worst Performing of the Russell 2000® Index, the S&P 500® Index and the EURO STOXX 50® Index
Principal at Risk Securities
?
T he se c urit ie s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior
t o m a t urit y. The securities will 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 will be
determined in CGMI's sole discretion, taking into account prevailing market conditions and other relevant factors, and will not
be a representation by CGMI that the securities can be sold at that price, or at all. 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 all for the securities because it is likely that CGMI will be the only
broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be prepared to hold the
securities until maturity.

?
T he e st im a t e d va lue of t he se c urit ie s on t he pric ing da t e , ba se d on CGM I 's proprie t a ry pric ing m ode ls
a nd our int e rna l funding ra t e , is le ss t ha n t he issue pric e . The difference is attributable to certain costs associated
with selling, structuring and hedging the securities that are included in the issue price. These costs include (i) the selling
concessions and structuring fees paid in connection with the offering of the securities, (ii) hedging and other costs incurred by
us and our affiliates in connection with the offering of the securities and (iii) 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
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