Obligation Citi Global Markets 11.25% ( US17328VNE64 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17328VNE64 ( en USD )

11.25% par an ( paiement semestriel )

23/11/2021 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17328VNE64 en USD 11.25%, échue

1 000 USD

1 257 000 USD

17328VNE6

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 US17328VNE64, paye un coupon de 11.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/11/2021

424B2 1 dp128531_424b2-us2099125.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings
M a y 1 8 , 2 0 2 0
M e dium -T e rm Se nior N ot e s, Se rie s N
Inc.
Pric ing Supple m e nt N o. 2 0 2 0 -U SN CH 4 3 8 8
File d Pursua nt t o Rule 4 2 4 (b)(2 )
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
Callable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Dow Jones
Industrial AverageTM , the Russell 2000® Index and the S&P 500® Index Due November 23, 2021
?
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 periodic 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) the value of what you receive at maturity may be significantly less
than the stated principal amount of your securities, and may be zero. Each of these risks will depend solely on the performance
of the w orst pe rform ing of the underlyings specified below.
?
We have the right to call the securities for mandatory redemption on any potential redemption date specified below.
?
You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in
any one of the underlyings. Although you will have downside exposure to the worst performing underlying, you will not receive
dividends with respect to any underlying or participate in any appreciation of any underlying.
?
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.
I nit ia l unde rlying
Coupon ba rrie r
Fina l ba rrie r
U nde rlyings:
U nde rlying
va lue *
va lue * *
va lue * * *
Dow Jones Industrial

AverageTM
24,597.37
17,218.159
14,758.422

Russell 2000® Index
1,333.689
933.582
800.213

S&P 500® Index
2,953.91
2,067.737
1,772.346
*For each underlying, its closing value on the pricing date
**For each underlying, 70.00% of its initial underlying value

***For each underlying, 60.00% of its initial underlying value
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
May 18, 2020
I ssue da t e :
May 21, 2020
V a lua t ion da t e s:
June 18, 2020, July 20, 2020, August 18, 2020, September 18, 2020, October 19, 2020,
November 18, 2020, December 18, 2020, January 19, 2021, February 18, 2021, March 18, 2021,
April 19, 2021, May 18, 2021, June 18, 2021, July 19, 2021, August 18, 2021, September 20,
2021, October 18, 2021 and November 18, 2021 (the "final valuation date"), each subject to
postponement if such date is not a scheduled trading day or certain market disruption events
occur
M a t urit y da t e :
Unless earlier redeemed, November 23, 2021
Cont inge nt c oupon
The third business day after each valuation date, except that the contingent coupon payment date
pa ym e nt da t e s:
following the final valuation date will be the maturity date
Cont inge nt c oupon:
On each contingent coupon payment date, unless previously redeemed, the securities will pay a
contingent coupon equal to 0.9375% of the stated principal amount of the securities (equivalent to
a contingent coupon rate of 11.25% per annum) if a nd only if the closing value of the worst
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performing underlying on the immediately preceding valuation date is greater than or equal to its
coupon barrier value. I f t he c losing va lue of t he w orst pe rform ing unde rlying on a ny
va lua t ion da t e is le ss t ha n it s c oupon ba rrie r va lue , you w ill not re c e ive a ny
c ont inge nt c oupon pa ym e nt on t he im m e dia t e ly follow ing c ont inge nt c oupon
pa ym e nt da t e .
Pa ym e nt a t m a t urit y:
If the securities are not redeemed prior to maturity, you will receive at maturity for each security
you then hold (in addition to the final contingent coupon payment, if applicable):
If the final underlying value of the worst performing underlying on the final valuation date is
gre a t e r t ha n or e qua l t o its final barrier value: $1,000
If the final underlying value of the worst performing underlying on the final valuation date is
le ss t ha n its final barrier value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final
valuation date)
I f 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 unde rlying
va lue of t he w orst pe rform ing unde rlying on t he fina l va lua t ion da t e is le ss t ha n
it s fina l ba rrie r va lue , you w ill re c e ive signific a nt ly le ss t ha n t he st a t e d
princ ipa l a m ount of your se c urit ie s, a nd possibly not hing, a t m a t urit y, a nd you
w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt 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
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r (3)
issue pric e :
Pe r se c urit y:
$1,000.00
$22.75
$977.25
T ot a l:
$1,257,000.00
$28,596.75
$1,228,403.25
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $970.40 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 will receive an underwriting fee of up to $22.75 for each security sold in this offering. The total underwriting fee and proceeds to issuer
in the table above give effect to the actual total underwriting fee. 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.
(3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security, assuming the
maximum per security underwriting fee. As noted above, the underwriting fee is variable.
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 -6 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission 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, which can be accessed via the hyperlinks below:
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 Supple m e nt a nd Prospe c t us 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.

K EY T ERM S (c ont inue d)
Re de m pt ion:
We may call the securities, in whole and not in part, for mandatory redemption on any potential
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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 $1,000.00 plus
the related contingent coupon payment, if any.
Pot e nt ia l re de m pt ion
The contingent coupon payment dates related to the valuation dates scheduled to occur on
da t e s:
August 18, 2020, September 18, 2020, October 19, 2020, November 18, 2020, December 18,
2020, January 19, 2021, February 18, 2021, March 18, 2021, April 19, 2021, May 18, 2021, June
18, 2021, July 19, 2021, August 18, 2021, September 20, 2021 and October 18, 2021
Fina l unde rlying va lue :
For each underlying, its closing value on the final valuation date
Worst pe rform ing
For any valuation date, the underlying with the lowest underlying return determined as of that
unde rlying:
valuation date
U nde rlying re t urn:
For each underlying on any valuation date, (i) its closing value on that valuation date minus its
initial underlying value, divided by (ii) its initial underlying value
CU SI P / I SI N :
17328VNE6 / US17328VNE64

PS-2
Citigroup Global Markets Holdings Inc.

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, the accompanying product
supplement contains important information about how the closing value of each underlying will 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 each underlying. The accompanying underlying supplement contains information about each 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.

Prospe c t us. The first sentence of "Description of Debt Securities-- Events of Default and Defaults" in the accompanying
prospectus shall be amended to read in its entirety as follows:

Events of default under the indenture are:

·
failure of Citigroup Global Markets Holdings or Citigroup to pay required interest on any debt security of such series for 30
days;

·
failure of Citigroup Global Markets Holdings or Citigroup to pay principal, other than a scheduled installment payment to a
sinking fund, on any debt security of such series for 30 days;

·
failure of Citigroup Global Markets Holdings or Citigroup to make any required scheduled installment payment to a sinking
fund for 30 days on debt securities of such series;

·
failure of Citigroup Global Markets Holdings to perform for 90 days after notice any other covenant in the indenture
applicable to it other than a covenant included in the indenture solely for the benefit of a series of debt securities other
than such series; and

·
certain events of bankruptcy or insolvency of Citigroup Global Markets Holdings, whether voluntary or not (Section 6.01).

PS-3
Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The examples in the first section below illustrate how to determine whether a contingent coupon will be paid following a valuation
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date. The examples in the second section below illustrate how to determine the payment at maturity on the securities, assuming the
securities are not redeemed prior to maturity. The examples are solely for illustrative purposes, do not show all possible outcomes
and are not a prediction of any payment that may be made on the securities.

The examples below are based on the following hypothetical values and do not reflect the actual initial underlying values, coupon
barrier values or final barrier values of the underlyings. For the actual initial underlying value, coupon barrier value and final barrier
value of each underlying, 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 will be calculated based on the actual initial underlying value, coupon barrier value and final
barrier value of each underlying, and not the hypothetical values indicated below. For ease of analysis, figures below have been
rounded.

H ypot he t ic a l init ia l
H ypot he t ic a l c oupon
H ypot he t ic a l fina l ba rrie r
U nde rlying
unde rlying va lue
ba rrie r va lue
va lue
70.00 (70.00% of its
60.00 (60.00% of its
Dow Jones Industrial
hypothetical initial underlying
hypothetical initial underlying
AverageTM
100.00
value)
value)
70.00 (70.00% of its
60.00 (60.00% of its
hypothetical initial underlying
hypothetical initial underlying
Russell 2000® Index
100.00
value)
value)
70.00 (70.00% of its
60.00 (60.00% of its
hypothetical initial underlying
hypothetical initial underlying
S&P 500® Index
100.00
value)
value)

Hypothetical Examples of Contingent Coupon Payments Following a Valuation Date

The three hypothetical examples below illustrate how to determine whether a contingent coupon will be paid following a hypothetical
valuation date, assuming that the closing values of the underlyings on the hypothetical valuation date are as indicated below.

H ypot he t ic a l c losing
H ypot he t ic a l
va lue of t he Dow
H ypot he t ic a l c losing H ypot he t ic a l c losing
pa ym e nt pe r
J one s I ndust ria l
va lue of t he Russe ll
va lue of t he S& P
$ 1 ,0 0 0 .0 0 se c urit y
Ave ra ge TM on
2 0 0 0 ® I nde x on
5 0 0 ® I nde x on
on re la t e d
hypot he t ic a l va lua t ion
hypot he t ic a l
hypot he t ic a l
c ont inge nt c oupon

da t e
va lua t ion da t e
va lua t ion da t e
pa ym e nt da t e
120
85
110
$ 9 .3 7 5
(underlying return =
(underlying return =
(underlying return =
(contingent coupon is
Ex a m ple 1
(120 - 100) / 100 = 20%)
(85 - 100) / 100 = -15%) (110 - 100) / 100 = 10%)
paid)
45
120
150
(underlying return =
(underlying return =
(underlying return =
$ 0 .0 0
Ex a m ple 2
(45 - 100) / 100 = -55%)
(120 - 100) / 100 = 20%) (150 - 100) / 100 = 50%)
(no contingent coupon)
40
40
10
(underlying return =
(underlying return =
(underlying return =
$ 0 .0 0
Ex a m ple 3
(40 - 100) / 100 = -60%)
(40 - 100) / 100 = -60%) (10 - 100) / 100 = -90%)
(no contingent coupon)

Ex a m ple 1 : On the hypothetical valuation date, the Russell 2000® Index has the lowest underlying return and, therefore, is the
worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing
underlying on the hypothetical valuation date is greater than its coupon barrier value. As a result, investors in the securities would
receive the contingent coupon payment on the related contingent coupon payment date.

Ex a m ple 2 : On the hypothetical valuation date, the Dow Jones Industrial AverageTM has the lowest underlying return and,
therefore, is the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst
performing underlying on the hypothetical valuation date is less than its coupon barrier value. As a result, investors would not
receive any payment on the 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 on t he c ont inge nt c oupon pa ym e nt da t e
follow ing a va lua t ion da t e if t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t va lua t ion da t e is
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le ss t ha n it s c oupon ba rrie r va lue . Whe t he r a c ont inge nt c oupon is pa id follow ing a va lua t ion da t e de pe nds
sole ly on t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t va lua t ion da t e .

Ex a m ple 3 : On the hypothetical valuation date, the S&P 500® Index has the lowest underlying return and, therefore, is the worst
performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on
the hypothetical valuation date is less than its coupon barrier value. As a result, investors would not receive any payment on the
related contingent coupon payment date.

PS-4
Citigroup Global Markets Holdings Inc.

Hypothetical Examples of the Payment at Maturity on the Securities

The next four hypothetical examples illustrate the calculation of the payment at maturity on the securities, assuming that the
securities have not been earlier redeemed and that the final underlying values of the underlyings are as indicated below.

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
unde rlying va lue of t he
unde rlying va lue of
H ypot he t ic a l fina l
pa ym e nt a t m a t urit y
Dow J one s I ndust ria l
t he Russe ll 2 0 0 0 ®
unde rlying va lue of
pe r $ 1 ,0 0 0 .0 0

Ave ra ge TM
I nde x
t he S& P 5 0 0 ® I nde x
se c urit y
110
120
130
$ 1 ,0 0 9 .3 7 5
(underlying return =
(underlying return =
(underlying return =
(contingent coupon is
Ex a m ple 4
(110 - 100) / 100 = 10%)
(120 - 100) / 100 = 20%) (130 - 100) / 100 = 30%)
paid)
130
65
80
(underlying return =
(underlying return =
(underlying return =
Ex a m ple 5
(130 - 100) / 100 = 30%)
(65 - 100) / 100 = -35%) (80 - 100) / 100 = -20%)
$ 1 ,0 0 0 .0 0
110
110
50
(underlying return =
(underlying return =
(underlying return =
Ex a m ple 6
(110 - 100) / 100 = 10%)
(110 - 100) / 100 = 10%) (50 - 100) / 100 = -50%)
$ 5 0 0 .0 0
20
85
60
(underlying return =
(underlying return =
(underlying return =
Ex a m ple 7
(20 - 100) / 100 = -80%)
(85 - 100) / 100 = -15%) (60 - 100) / 100 = -40%)
$ 2 0 0 .0 0

Ex a m ple 4 : On the final valuation date, the Dow Jones Industrial AverageTM has the lowest underlying return and, therefore, is
the worst performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing
underlying on the final valuation date is greater than its final barrier value and its coupon barrier value. Accordingly, at maturity, you
would receive the stated principal amount of the securities plus the contingent coupon payment due at maturity, but you would not
participate in the appreciation of any of the underlyings.

Ex a m ple 5 : On the final valuation date, the Russell 2000® Index has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing underlying on
the final valuation date is less than its coupon barrier value but greater than its final barrier value. Accordingly, at maturity, you
would receive the stated principal amount of the securities, but would not receive any contingent coupon payment at maturity.

Ex a m ple 6 : On the final valuation date, the S&P 500® Index has the lowest underlying return and, therefore, is the worst
performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing underlying on
the final valuation date is less than its final barrier value. Accordingly, at maturity, you would receive a payment per security
calculated as follows:

Payment at maturity = $1,000.00 + ($1,000.00 × the underlying return of the worst performing underlying on the final valuation
date)
= $1,000.00 + ($1,000.00 × -50.00%)
= $1,000.00 + -$500.00
= $500.00

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less than its
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final barrier value, you would lose a significant portion of your investment in the securities. In addition, because the final underlying
value of the worst performing underlying on the final valuation date is below its coupon barrier value, you would not receive any
contingent coupon payment at maturity.

Ex a m ple 7 : On the final valuation date, the Dow Jones Industrial AverageTM has the lowest underlying return and, therefore, is
the worst performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing
underlying on the final valuation date is less than its final barrier value. Accordingly, at maturity, you would receive a payment per
security calculated as follows:

Payment at maturity = $1,000.00 + ($1,000.00 × the underlying return of the worst performing underlying on the final valuation
date)
= $1,000.00 + ($1,000.00 × -80.00%)
= $1,000.00 + -$800.00
= $200.00

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less than its
final barrier value, you would lose a significant portion of your investment in the securities. In addition, because the final underlying
value of the worst performing underlying on the final valuation date is below its coupon barrier value, you would not receive any
contingent coupon payment at maturity.

I t is possible t ha t t he c losing va lue of t he w orst pe rform ing unde rlying w ill be le ss t ha n it s c oupon ba rrie r
va lue on e a c h va lua t ion da t e a nd le ss t ha n it s fina l ba rrie r va lue on t he fina l va lua t ion da t e , suc h t ha t you
w ill not re c e ive a ny c ont inge nt c oupon pa ym e nt s ove r t he t e rm of t he se c urit ie s a nd w ill re c e ive
signific a nt ly le ss t ha n t he st a t e d princ ipa l a m ount of your se c urit ie s, a nd possibly not hing, a t m a t urit y.

PS-5
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 all 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 each
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 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 the securities are not
redeemed prior to maturity, your payment at maturity will depend on the final underlying value of the worst performing
underlying on the final valuation date. If the final underlying value of the worst performing underlying on the final valuation
date is less than its final barrier value, you will lose 1% of the stated principal amount of your securities for every 1% by
which the worst performing underlying on the final valuation date has declined from its initial underlying value. There is no
minimum payment at maturity on the securities, and you may lose up to all of your investment.

Y ou w ill not re c e ive a ny c ont inge nt c oupon on t he c ont inge nt c oupon pa ym e nt da t e follow ing a ny
va lua t ion da t e on w hic h t he c losing va lue of t he w orst pe rform ing unde rlying on t ha t va lua t ion da t e
is le ss t ha n it s c oupon ba rrie r va lue . A contingent coupon payment will be made on a contingent coupon payment
date if and only if the closing value of the worst performing underlying on the immediately preceding valuation date is
greater than or equal to its coupon barrier value. If the closing value of the worst performing underlying on any valuation
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date is less than its coupon barrier value, you will not receive any contingent coupon payment on the immediately following
contingent coupon payment date. If the closing value of the worst performing underlying on each valuation date is below its
coupon barrier value, you will not receive any contingent coupon payments over the term of the securities.

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 value of what you receive at maturity may be
significantly less than the stated principal amount of your securities and may be zero. The volatility of, and correlation
between, the closing values of the underlyings are important factors affecting these risks. Greater expected volatility of, and
lower expected correlation between, the closing values of the underlyings 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 the closing value
of the worst performing underlying on one or more valuation dates will be less than its coupon barrier value, such that you
will not receive one or more, or any, contingent coupon payments during the term of the securities and that the final
underlying value of the worst performing underlying on the final valuation date will be less than its final barrier value, such
that you will not be repaid the stated principal amount of your securities at maturity.

T he se c urit ie s a re subje c t t o he ight e ne d risk be c a use t he y ha ve m ult iple unde rlyings. The securities are
more risky than similar investments that may be available with only one underlying. With multiple underlyings, there is a
greater chance that any one underlying will perform poorly, adversely affecting your return on the securities.

T he se c urit ie s a re subje c t t o t he risk s of e a c h of t he unde rlyings a nd w ill be ne ga t ive ly a ffe c t e d if
a ny one unde rlying pe rform s poorly. You are subject to risks associated with each of the underlyings. If any one
underlying performs poorly, you will be negatively affected. The securities are not linked to a basket composed of the
underlyings, where the blended performance of the underlyings would be better than the performance of the worst
performing underlying alone. Instead, you are subject to the full risks of whichever of the underlyings is the worst
performing underlying.

Y ou w ill not be ne fit in a ny w a y from t he pe rform a nc e of a ny be t t e r pe rform ing unde rlying. The return on
the securities depends solely on the performance of the worst performing underlying, and you will not benefit in any way
from the performance of any better performing underlying.

Y ou w ill be subje c t t o risk s re la t ing t o t he re la t ionship be t w e e n t he unde rlyings. It is preferable from your
perspective for the underlyings to be correlated with each other, in the sense that their closing values tend to increase or
decrease at similar times and by similar magnitudes. By investing in the securities, you assume the risk that the
underlyings will not exhibit this relationship. The less correlated the underlyings, the more likely it is that any one of the
underlyings will perform poorly over the term of the securities. All that is necessary for the securities to perform poorly is
for one of the underlyings to perform poorly. It is impossible to predict what the relationship between the underlyings will
be over the term of the securities. The underlyings differ in significant ways and, therefore, may not be correlated with each
other.

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. The potential contingent coupon payments on the securities are the compensation you receive for assuming
the downside risk of the worst performing underlying, 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 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.

PS-6
Citigroup Global Markets Holdings Inc.

Second, the contingent coupon payments are the compensation you receive not only for the downside risk of the worst
performing underlying, but also for all of the other risks of the securities, including the risk that the securities may be
redeemed prior to maturity, interest rate risk and our and 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.

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
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c oupon pa ym e nt s. We may redeem the securities on any potential redemption date. 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. 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 underlyings are performing in a manner that would otherwise have been favorable to you. By contrast, if the
underlyings 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, but no upside e x posure
t o a ny unde rlying. You will not participate in any appreciation in the value of any underlying 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 any underlying over the term of the securities. In addition, as an investor in
the securities, you will not receive any dividends or other distributions or have any other rights with respect to any of the
underlyings.

T he pe rform a nc e of t he se c urit ie s w ill de pe nd on t he c losing va lue s of t he unde rlyings sole ly on t he
va lua t ion da t e s, w hic h m a k e s t he se c urit ie s pa rt ic ula rly se nsit ive t o vola t ilit y in t he c losing va lue s
of t he unde rlyings on or ne a r t he va lua t ion da t e s. Whether the contingent coupon will be paid on any given
contingent coupon payment date will depend on the closing values of the underlyings solely on the applicable valuation
dates, regardless of the closing values of the underlyings on other days during the term of the securities. If the securities
are not redeemed prior to maturity, what you receive at maturity will depend solely on the closing value of the worst
performing 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 underlyings on a limited number of dates, the securities
will be particularly sensitive to volatility in the closing values of the underlyings on or near the valuation dates. You should
understand that the closing value of each underlying has historically been highly volatile.

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.

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) any selling concessions or other 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 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.

T he e st im a t e d va lue of t he se c urit ie s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing
m ode ls. 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, and correlation between, the closing values of the underlyings, dividend yields on the underlyings 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
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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 willing to hold the securities to maturity irrespective of the initial estimated value.

T he e st im a t e d va lue of t he se c urit ie s w ould be low e r if it w e re c a lc ula t e d ba se d on our se c onda ry
m a rk e t ra t e . 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 willing to borrow funds through the issuance of the securities. Our internal
funding rate is generally lower than our secondary market rate, which is the rate that CGMI will 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

PS-7
Citigroup Global Markets Holdings Inc.

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 generally 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 all 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.

T he e st im a t e d va lue of t he se c urit ie s is not a n indic a t ion of t he pric e , if a ny, a t w hic h CGM I or a ny
ot he r pe rson m a y be w illing t o buy t he se c urit ie s from you in t he se c onda ry m a rk e t . Any such secondary
market price will 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 will be based on our secondary market rate, which will 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
will 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 will be less than the issue price.

T he va lue of t he se c urit ie s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors. The
value of your securities prior to maturity will fluctuate based on the closing values of the underlyings, the volatility of, and
correlation between, the closing values of the underlyings, dividend yields on the underlyings, interest rates generally, 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 All Securities--The value
of your securities prior to maturity will fluctuate based on many unpredictable factors" in the accompanying product
supplement. Changes in the closing values of the underlyings 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.

I m m e dia t e ly follow ing issua nc e , a ny se c onda ry m a rk e t bid pric e provide d by CGM I , a nd t he va lue
t ha t w ill be indic a t e d on a ny brok e ra ge a c c ount st a t e m e nt s pre pa re d by CGM I or it s a ffilia t e s, w ill
re fle c t a t e m pora ry upw a rd a djust m e nt . The amount of this temporary upward adjustment will steadily decline to
zero over the temporary adjustment period. See "Valuation of the Securities" in this pricing supplement.

T he Russe ll 2 0 0 0 ® I nde x is subje c t t o risk s a ssoc ia t e d w it h sm a ll c a pit a liza t ion st oc k s. The stocks that
constitute the Russell 2000® Index are issued by companies with relatively small market capitalization. The stock prices of
smaller companies may be more volatile than stock prices of large capitalization companies. These companies tend to be
less well-established than large market capitalization companies. Small capitalization companies may be less able to
withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization
companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that
limits downward stock price pressure under adverse market conditions.

Our offe ring of t he se c urit ie s is not a re c om m e nda t ion of a ny unde rlying. The fact that we are offering the
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securities does not mean that we believe that investing in an instrument linked to the underlyings 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 underlyings or in instruments related to the underlyings, and may publish research or express opinions,
that in each case are inconsistent with an investment linked to the underlyings. These and other activities of our affiliates
may affect the closing values of the underlyings in a way that negatively affects the value of and your return on the
securities.

T he c losing va lue of a n unde rlying m a y be a dve rse ly a ffe c t e d by our or our a ffilia t e s' he dging a nd
ot he r t ra ding a c t ivit ie s. We expect to hedge our obligations under the securities through CGMI or other of our
affiliates, who may take positions in the underlyings or in financial instruments related to the underlyings and may adjust
such positions during the term of the securities. Our affiliates also take positions in the underlyings or in financial
instruments related to the underlyings 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 values of the underlyings 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 a nd our a ffilia t e s m a y ha ve e c onom ic int e re st s t ha t a re a dve rse t o yours a s a re sult of our
a ffilia t e s' busine ss a c t ivit ie s. 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 underlyings 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
will not be disclosed to you.

T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of ours, w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t
t o t he se c urit ie s. If certain events occur during the term of the securities, such as market disruption events and other
events with respect to an underlying, CGMI, as calculation agent, will 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 All Securities--The calculation agent, which is an affiliate of ours, will make important
determinations with respect to the securities" in the accompanying product supplement.

PS-8
Citigroup Global Markets Holdings Inc.

Cha nge s t ha t a ffe c t t he unde rlyings m a y a ffe c t t he va lue of your se c urit ie s. The sponsors of the
underlyings may at any time make methodological changes or other changes in the manner in which they operate that
could affect the values of the underlyings. We are not affiliated with any such underlying sponsor and, accordingly, we
have no control over any changes any such sponsor may make. Such changes could adversely affect the performance of
the underlyings and the value of and your return on the securities.

T he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he se c urit ie s a re unc le a r. 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 described in "United States Federal Tax
Considerations" below. 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 materially 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.

Non-U.S. investors should note that persons having withholding responsibility in respect of the securities may withhold on
any coupon payment paid to a non-U.S. investor, generally at a rate of 30%. To the extent that we have withholding
responsibility in respect of the securities, we intend to so withhold.

You should read carefully 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 well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

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