Obligation Citi Global Markets 0% ( US17328VGT17 ) en USD

Citi Global Markets

100 % ⇌

Etas-Unis

US17328VGT17 ( en USD )

01/06/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17328VGT17 en USD 0%, échue

1 000 USD

335 000 USD

17328VGT1

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 US17328VGT17, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2022

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424B2 1 dp124999_424b2-us2095231.htm PRICING SUPPLEMENT

Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
Citigroup Global Markets Holdings Inc.

$335,000
Buffered iShares® MSCI Emerging Markets ETF-Linked Notes due June 1,
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 (June
1, 2022) is based on the performance of shares of the iShares® MSCI Emerging Markets ETF (the "underlier" or the "ETF")
as measured from the trade date to and including the determination date (May 27, 2022). If the final underlier price on the
determination date is greater than the initial underlier price of $33.35, the return on your notes wil be positive, subject to
the maximum settlement amount of $1,421.28 for each $1,000 stated principal amount of your notes. If the final underlier
price declines from the initial underlier price by up to a buffer amount of 20.00%, you wil receive the stated principal
amount of your notes. However, if the final underlier price declines from the initial underlier price by more than the
20.00% buffer amount, the return on your notes will be negative and you will lose 1.25% of the stated principal
amount of your notes for every 1% by which that decline exceeds the 20.00% buffer amount. You could lose your
entire investment in the notes. In exchange for the upside participation and limited buffer features of the notes, you must
be wil ing to forgo (i) any return in excess of the maximum return at maturity of 42.128% (which results from the maximum
settlement amount of $1,421.28 for each $1,000 stated principal amount of your notes), (i ) any dividends paid on 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 price of the underlier from the initial underlier price (set on the trade date) to the final underlier price 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 positive (the final underlier price is greater than the initial underlier price), the sum of (i) $1,000
plus (i ) the product of (a) $1,000 times (b) the upside participation rate of 160% times (c) the underlier return, subject
to the maximum settlement amount;
· if the underlier return is zero or negative but not below -20.00% (the final underlier price is equal to or less than the
initial underlier price but not by more than 20.00%), $1,000; or
· if the underlier return is negative and is below -20.00% (the final underlier price is less than the initial underlier price by
more than 20.00%), the sum of (i) $1,000 plus (i ) the product of (a) 1.25 times (b) the sum of the underlier return plus
20.00% times (c) $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-9.

Issue Price(1)
Underwriting Discount(2)
Net Proceeds to Issuer
Per Note:
$1,000.00
--
$1,000.00
Total:
$335,000.00
--
$335,000.00
(1) On the date of this pricing supplement, the estimated value of the notes is $942.90 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.

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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-USNCH4013 dated March 27, 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.

PS-1
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Buffered iShares® MSCI Emerging Markets ETF-Linked Notes due
June 1, 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 and a limited buffer against potential
depreciation of the underlier.
· In exchange for the leveraged upside exposure and limited buffer feature, investors must be wil ing to forgo (i)
participation in any appreciation of the underlier beyond the cap price, (i ) any dividends that may be paid on the
underlier and (i i) interest on the notes. Investors must also be wil ing to lose some, and up to al , of their investment in
the notes if the underlier depreciates by more than the buffer amount, with downside exposure to that depreciation on
an accelerated basis to the extent the depreciation exceeds the buffer amount.
· Investors must be wil ing 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 price is above 100.00% of the initial underlier price: 100.00% plus the product of the upside
participation rate of 160% times the underlier return, subject to a maximum settlement amount of 142.128% of the
stated principal amount
· If the final underlier price is between 80.00% and 100.00% of the initial underlier price: 100.00%
· If the final underlier price is below 80.00% of the initial underlier price: 100.00% minus 1.25% for every 1.00% that the
underlier has declined below 80.00% of the initial underlier price
If the final underlier price declines by more than 20.00% from the initial underlier price, the return on the notes
will be negative and you could lose your entire investment in 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:
Shares of the iShares® MSCI Emerging Markets ETF (NYSE Arca symbol: "EEM") (the
"underlier issuer")
Underlying Index:
With respect to the iShares® MSCI Emerging Markets ETF, the MSCI Emerging Markets Index
Stated Principal
$335,000 in the aggregate; each note wil have a stated principal amount equal to $1,000
Amount:
Trade Date:
March 27, 2020
Settlement Date:
April 3, 2020. See "Supplemental plan of distribution" on page PS-4 in this pricing supplement
for additional information.
Determination Date:
May 27, 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:
June 1, 2022
Initial Underlier Price:
$33.35
Final Underlier Price:
The closing price of the underlier on the determination date
Underlier Return:
The quotient of (i) the final underlier price minus the initial underlier price divided by (i ) the
initial underlier price, expressed as a positive or negative percentage
Upside Participation
160.00%
Rate:
Buffer Price:
80.00% of the initial underlier price (equal to a -20.00% underlier return)
Buffer Amount:
20.00%
Buffer Rate:
The quotient of the initial underlier price divided by the buffer price, which equals 125.00%
Maximum Settlement
$1,421.28 per $1,000 stated principal amount note
Amount:
Cap Price:
126.33% of the initial underlier price
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CUSIP/ISIN:
17328VGT1 / US17328VGT17
HYPOTHETICAL PAYMENT AT MATURITY

Hypothetical Final
Hypothetical Cash
Underlier Price (as % of
Settlement Amount
Initial Underlier Price)
(as % of Stated Principal
Amount)
200.000%
142.128%
175.000%
142.128%
150.000%
142.128%
126.330%
142.128%
110.000%
116.000%
105.000%
108.000%
100.000%
100.000%
95.000%
100.000%
80.000%
100.000%
75.000%
93.750%
50.000%
62.500%

25.000%
31.250%
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 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,"
"Description of the Securities--Certain Additional Terms for Securities Linked to an Underlying Company or an
Underlying ETF--Dilution and Reorganization Adjustments" and "--Delisting, Liquidation or Termination of an Underlying
ETF," 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: shares of the iShares® MSCI Emerging Markets ETF (NYSE Arca symbol: "EEM") (the "underlier issuer"). The
underlier is referred to as the "underlying shares" and the underlier issuer is referred to as the "underlying share issuer" in
the accompanying product supplement.

Underlying index: with respect to the iShares® MSCI Emerging Markets ETF, the MSCI Emerging Markets Index

Stated principal amount: each note wil have a stated principal amount of $1,000; $335,000 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. Also, the stated buffer price would not offer the same measure of
protection to your investment as would be the case if you had purchased the notes at the stated principal amount.
Additional y, the cap price 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-13 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 price is greater than or equal to the cap price, the maximum settlement amount;

·
if the final underlier price is greater than the initial underlier price but less than the cap price, 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;

·
if the final underlier price is equal to or less than the initial underlier price but greater than or equal to the buffer
price, $1,000; or

·
if the final underlier price is less than the buffer price, the sum of (i) $1,000 plus (i ) the product of (a) the buffer
rate times (b) the sum of the underlier return plus the buffer amount times (c) $1,000

Initial underlier price: $33.35

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The initial underlier price is a "Relevant Price" for purposes of the section "Description of the Securities--Certain Additional
Terms for Securities Linked to an Underlying Company or an Underlying ETF--Dilution and Reorganization Adjustments"
in the accompanying product supplement. Accordingly, the initial underlier price is subject to adjustment upon the
occurrence of any of the events described in that section.

Final underlier price: the closing price 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 Company
or an Underlying ETF -- Delisting, Liquidation or Termination of an Underlying ETF" on pages EA-34 and EA-35 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 Company or an Underlying ETF -- Determining the Closing Price"
on page EA-23 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 price minus the initial underlier price divided by (i ) the initial
underlier price, expressed as a positive or negative percentage

PS-3
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Upside participation rate: 160.00%

Cap price: 126.33% of the initial underlier price. The cap price is a "Relevant Price" for purposes of the section
"Description of the Securities--Certain Additional Terms for Securities Linked to ETF Shares or Company Shares--Dilution
and Reorganization Adjustments" in the accompanying product supplement. Accordingly, the cap price is subject to
adjustment upon the occurrence of any of the events described in that section.

Maximum settlement amount: $1,421.28 per $1,000 stated principal amount note

Buffer price: 80.00% of the initial underlier price. The buffer price is a "Relevant Price" for purposes of the section
"Description of the Securities--Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying
ETF--Dilution and Reorganization Adjustments" in the accompanying product supplement. Accordingly, the buffer price is
subject to adjustment upon the occurrence of any of the events described in that section.

Buffer amount: 20.00%

Buffer rate: the quotient of the initial underlier price divided by the buffer price, which equals 125.00%

Trade date: March 27, 2020. The trade date is referred to as the "pricing date" in the accompanying product supplement.

Original issue date (settlement date): April 3, 2020. See "Supplemental plan of distribution" below for additional
information.

Determination date: May 27, 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: June 1, 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 -- Consequences of a Market Disruption Event;
Postponement of a Valuation Date" on pages EA-21 and EA-22 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.
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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 price 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

PS-4
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(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
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: 17328VGT1

ISIN: US17328VGT17

PS-5
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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
prices 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 prices that are entirely hypothetical; no one can predict
what the underlier price wil be on any day throughout the life of your notes, and no one can predict what the final underlier
price wil be on the determination date. The underlier has been highly volatile in the past -- meaning that the underlier
price 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 held by 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" 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 price
126.33% of the initial underlier price
Maximum settlement amount
$1,421.28 per $1,000 stated principal amount note
Buffer price
80.00% of the initial underlier price
Buffer rate
125.00%
Buffer amount
20.00%
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 issuer 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 prices shown elsewhere in this
pricing supplement. For information about the historical prices of the underlier during recent periods, see "The Underlier --
Historical Closing Prices of the Underlier" below.

The prices in the left column of the table below represent hypothetical final underlier prices and are expressed as
percentages of the initial underlier price. The amounts in the right column represent the hypothetical cash settlement
amounts, based on the corresponding hypothetical final underlier price (expressed as a percentage of the initial underlier
price), 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 price
(expressed as a percentage of the initial underlier price) and the assumptions noted above.

Hypothetical Final Underlier Price (as
Hypothetical Cash Settlement Amount (as
Percentage of Initial Underlier Price)
Percentage of Stated Principal Amount)
200.000%
142.128%
175.000%
142.128%
150.000%
142.128%
126.330%
142.128%
110.000%
116.000%
105.000%
108.000%
100.000%
100.000%
95.000%
100.000%
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