Obligation Citi Global Markets 0% ( US17328VSQ40 ) en USD

Citi Global Markets

100 % ⇌

Etas-Unis

US17328VSQ40 ( en USD )

08/06/2022 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17328VSQ40 en USD 0%, échue

1 000 USD

3 000 000 USD

17328VSQ4

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 US17328VSQ40 émise par Citigroup Global Markets Holdings aux États-Unis, d'un montant total de 3 000 000 USD avec un minimum d'achat de 1 000 USD, et affichant un taux d'intérêt de 0%, échéant le 08/06/2022, a été remboursée à son prix de marché de 100% et est désormais arrivée à échéance.

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424B3 1 dp130312_424b3-us2001953a.htm AMENDED AND RESTATED PRICING SUPPLEMENT
This Amended and Restated Pricing Supplement No. 2020-USNCH4576 is being filed to revise the initial index
level and barrier level of the EURO STOXX 50® Index.
Citigroup Global Markets Holdings
June 5, 2020
Medium-Term Senior Notes, Series N
Inc.
Amended and Restated Pricing Supplement No. 2020-
USNCH4576
Filed Pursuant to Rule 424(b)(3)
Registration Statement Nos. 333-224495 and 333-
224495-03
Dual Directional Barrier Securities Based on the Performance of the EURO STOXX 50® Index Due
June 8, 2022
The securities offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global
Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay
interest and do not repay a fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that
may be greater than, equal to or less than the stated principal amount, depending on the performance of the EURO
STOXX 50® Index (the "underlying index") from the initial index level to the final index level.
The securities offer the potential for a positive return at maturity based on the absolute value of the percentage change,
within a limited range, in the underlying index from the initial index level to the final index level. If the underlying index
appreciates, the securities offer 1-to-1 participation in that appreciation, subject to the maximum upside return specified
below. If the underlying index depreciates, the securities offer 1-to-1 positive participation in the absolute value of that
depreciation, but only if the final index level is greater than or equal to the barrier level specified below, which is equal to
76.25% of the initial index level. In exchange for the potential for a positive return at maturity even if the underlying index
depreciates, investors in the securities must be wil ing to forgo (i) interest on the securities and dividends on the stocks
included in the underlying index and (i ) participation in any appreciation of the underlying index in excess of the
maximum upside return. Additionally, if the underlying index depreciates and the final index level is less than the
barrier level, you will have full negative downside exposure to that depreciation and will lose 1% of the stated
principal amount of your securities for every 1% by which the final index level is less than the initial index level.
In order to obtain the modified exposure to the underlying index that the securities provide, investors must be wil ing to
accept (i) an investment that may have limited or no liquidity and (i ) the risk of not receiving any amount due under the
securities if we and Citigroup Inc. default on our obligations. All payments on the securities are subject to the credit
risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
KEY TERMS

Issuer:
Citigroup Global Markets Holdings Inc., a whol y owned subsidiary of Citigroup Inc.
Guarantee:
Al payments due on the securities are ful y and unconditional y guaranteed by Citigroup
Inc.
Underlying index:
The EURO STOXX 50® Index (ticker symbol: "SX5E")
Aggregate stated principal $3,000,000
amount:
Stated principal amount:
$1,000 per security
Pricing date:
June 5, 2020
Issue date:
June 10, 2020
Final valuation dates:
May 30, 2022, May 31, 2022, June 1, 2022, June 2, 2022 and June 3, 2022, each subject
to postponement if such date is not a scheduled trading day or if certain market disruption
events occur
Maturity date:
June 8, 2022, subject to postponement as described under "Additional Information" below
Payment at maturity:
At maturity, for each $1,000 security you then hold, you wil receive an amount in U.S.
dol ars determined as fol ows:
If the final index level is greater than or equal to the initial index level:
$1,000 + ($1,000 × absolute index return), subject to the maximum upside return
If the final index level is less than the initial index level, but greater than or equal to
the barrier level:
$1,000 + ($1,000 × absolute index return)
If the final index level is less than the barrier level:
$1,000 + ($1,000 × index return)
If the final index level is less than the barrier level, your payment at maturity will be
less, and possibly significantly less, than $762.50 per security. You may lose a
significant portion, and up to all, of your investment.
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Initial index level:
3,384.29, the closing level of the underlying index on the pricing date
Final index level:
The arithmetic average of the closing level of the underlying index on each of the final
valuation dates
Maximum upside return:
$160.00 per security (16.00% of the stated principal amount).
Barrier level:
2,580.521, which is 76.25% of the initial index level
Absolute index return:
The absolute value of the index return
Index return:
(i) final index level minus initial index level, divided by (i ) initial index level
Listing:
The securities wil not be listed on any securities exchange
CUSIP / ISIN:
17328VSQ4 / US17328VSQ40
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and issue
Issue price(1)(2)
Underwriting fee(3)
Proceeds to issuer(3)
price:
Per security:
$1,000.00
$15.00
$985.00
Total:
$3,000,000.00
$45,000.00
$2,955,000.00
(1) On the date of this pricing supplement, the estimated value of the securities is $976.00 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) The issue price for investors purchasing the securities in fiduciary accounts is $985.00 per security.
(3) CGMI will receive an underwriting fee of $15.00 for each security sold in this offering. J.P. Morgan Securities LLC and JPMorgan
Chase Bank, N.A. will act as placement agents for the securities and, from the underwriting fee to CGMI, will receive a placement fee of
$15.00 for each security they sell in this offering to accounts other than fiduciary accounts. CGMI and the placement agents will forgo an
underwriting fee and placement fee for sales to fiduciary accounts. The total underwriting fees 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.
Investing in the securities involves risks not associated with an investment in conventional debt securities. See
"Summary Risk Factors" beginning on page PS-5.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the securities or determined that this pricing supplement and the accompanying product
supplement, underlying supplement, prospectus supplement and prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus, each of which can be accessed via the following 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
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

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Citigroup Global Markets Holdings Inc.
Dual Directional Barrier Securities Based on the Performance of the EURO STOXX 50® Index Due June 8, 2022

Additional Information
General. 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 (except as set forth in the next paragraph). The accompanying underlying supplement contains important
disclosures regarding the 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.

Postponement of a Final Valuation Date; Postponement of the Maturity Date. If any scheduled final valuation date is
not a scheduled trading day, that final valuation date wil be postponed to the next succeeding scheduled trading day. In
addition, if a market disruption event occurs on any scheduled final valuation date, the calculation agent may, but is not
required to, postpone that final valuation date to the next succeeding scheduled trading day on which a market disruption
event does not occur. If any final valuation date is postponed so that it coincides with a subsequent scheduled final
valuation date, each such subsequent final valuation date wil be postponed to the next succeeding scheduled trading day
(subject to further postponement as provided above if a market disruption event occurs on such succeeding scheduled
trading day). However, in no event wil any scheduled final valuation date be postponed more than five scheduled trading
days after that original y scheduled final valuation date as a result of a market disruption event occurring on that scheduled
final valuation date or on an earlier scheduled final valuation date (in each case, as any such scheduled final valuation
date may be postponed). If the last final valuation date is postponed so that it fal s less than three business days prior to
the scheduled maturity date, the maturity date wil be postponed to the third business day after the last final valuation date
as postponed. The provisions in this paragraph supersede the related provisions in the accompanying product supplement
to the extent the provisions in this paragraph are inconsistent with those provisions. The terms "scheduled trading day" and
"market disruption event" are defined in the accompanying product supplement.

Prospectus. The first sentence of "Description of Debt Securities-- Events of Default and Defaults" in the accompanying
prospectus shal be amended to read in its entirety as fol ows:

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 instal ment
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 instal ment 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).

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Citigroup Global Markets Holdings Inc.
Dual Directional Barrier Securities Based on the Performance of the EURO STOXX 50® Index Due June 8, 2022

Hypothetical Examples
The diagram below il ustrates the payment at maturity of the securities for a range of hypothetical index returns. The table
and examples that fol ow il ustrate various hypothetical payments at maturity assuming a hypothetical initial index level of
3,200.00, a hypothetical barrier level of 2,440.00 and various hypothetical final index levels. Your actual payment at
maturity per security wil depend on the actual initial index level and the actual final index level and may differ substantial y
from the examples shown. It is impossible to predict whether you wil realize a gain or loss on your investment in the
securities. Figures in the table and examples below have been rounded for ease of analysis.

Investors in the securities will not receive any dividends on the stocks that constitute the underlying index. The
diagram and examples below do not show any effect of lost dividend yield over the term of the securities. See
"Summary Risk Factors--Investing in the securities is not equivalent to investing in the underlying index or the stocks that
constitute the underlying index" below.

Dual Directional Barrier Securities
Payment at Maturity Diagram
n The Securities n The Underlying Index

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Citigroup Global Markets Holdings Inc.
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Hypothetical Final Index
Hypothetical Index Return
Hypothetical Payment at
Hypothetical Total Return
Level
Maturity per Security
on Securities at Maturity(1)
6,400.00
100.00%
$1,160.00
16.00%
5,600.00
75.00%
$1,160.00
16.00%
4,800.00
50.00%
$1,160.00
16.00%
4,480.00
40.00%
$1,160.00
16.00%
4,160.00
30.00%
$1,160.00
16.00%
3,840.00
20.00%
$1,160.00
16.00%
3,712.00
16.00%
$1,160.00
16.00%
3,424.00
7.00%
$1,070.00
7.00%
3,360.00
5.00%
$1,050.00
5.00%
3,264.00
2.00%
$1,020.00
2.00%
3,200.00
0.00%
$1,000.00
0.00%
3,040.00
-5.00%
$1,050.00
5.00%
2,880.00
-10.00%
$1,100.00
10.00%
2,440.00
-23.75%
$1,237.50
23.75%
2,440.32
-23.76%
$762.40
-23.76%
2,240.00
-30.00%
$700.00
-30.00%
1,920.00
-40.00%
$600.00
-40.00%
1,600.00
-50.00%
$500.00
-50.00%
800.00
-75.00%
$250.00
-75.00%
0.00
-100.00%
$0.00
-100.00%
(1) Hypothetical total return on securities at maturity = (i) hypothetical payment at maturity per security minus $1,000 stated principal
amount per security, divided by (ii) $1,000 stated principal amount per security

Example 1--Upside Scenario A. The hypothetical final index level is 3,264.00 (a 2.00% increase from the hypothetical
initial index level), which is greater than the hypothetical initial index level.

Payment at maturity per security = $1,000 + ($1,000 × absolute index return), subject to the maximum upside return of
$160.00
= $1,000 + ($1,000 × 2.00%), subject to the maximum upside return of $160.00
= $1,000 + $20.00, subject to the maximum upside return of $160.00
= $1,020.00

In this scenario, because the hypothetical final index level is greater than the hypothetical initial index level but not by more
than the maximum upside return of 16.00%, your total return on the securities at maturity would reflect 1-to-1 exposure to
the positive performance of the underlying index.

Example 2--Upside Scenario B. The hypothetical final index level is 4,480.00 (a 40.00% increase from the hypothetical
initial index level), which is greater than the hypothetical initial index level.

Payment at maturity per security = $1,000 + ($1,000 × absolute index return), subject to the maximum upside return of
$160.00
= $1,000 + ($1,000 × 40.00%), subject to the maximum upside return of $160.00
= $1,000 + $400.00, subject to the maximum upside return of $160.00
= $1,160.00

In this scenario, because the underlying index appreciated from the hypothetical initial index level to the hypothetical final
index level by more than the maximum upside return of 16.00%, you would receive a positive return at maturity equal to
the maximum upside return. In this scenario, an investment in the securities would underperform a hypothetical alternative
investment providing 1-to-1 exposure to the appreciation of the underlying index without a maximum upside return.
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Example 3--Upside Scenario C. The hypothetical final index level is 3,040.00 (a 5.00% decrease from the hypothetical
initial index level), which is less than the hypothetical initial index level but greater than the hypothetical barrier level.

Payment at maturity per security = $1,000 + ($1,000 × absolute index return)
= $1,000 + ($1,000 × | -5.00% |)
= $1,000 + $50.00
= $1,050.00

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In this scenario, because the underlying index depreciated from the hypothetical initial index level to the hypothetical final
index level but not by more than 23.75%, your payment at maturity would reflect 1-to-1 positive exposure to the absolute
value of the depreciation of the underlying index.

Example 4--Downside Scenario. The hypothetical final index level is 800.00 (a 75.00% decrease from the hypothetical
initial index level), which is less than the hypothetical barrier level.

Payment at maturity per security = $1,000 + ($1,000 × index return)
= $1,000 + ($1,000 × -75%)
= $1,000 + -$750
= $250.00

In this scenario, because the underlying index depreciated by more than 23.75% from the hypothetical initial index level to
the hypothetical final index level, your payment at maturity would reflect a loss equal to the ful amount of the depreciation
of the underlying index.

Summary Risk Factors
An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are
subject to al of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.),
including the risk that we and Citigroup Inc. may default on our obligations under the securities, and are also subject to
risks associated with the underlying index. 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 advisers as
to the risks of an investment in the securities and the suitability of the securities in light of your particular circumstances.

The fol owing is a summary of certain key risk factors for investors in the securities. You should read this summary
together with the more detailed description of risks relating to an investment in the securities contained in the section "Risk
Factors Relating to the Securities" beginning on page EA-7 in the accompanying product supplement. You should also
careful y read the risk factors included in the accompanying prospectus supplement and in the documents incorporated by
reference in the accompanying prospectus, including Citigroup Inc.'s most recent Annual Report on Form 10-K and any
subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more general y.

You may lose some or all of your investment. Unlike conventional debt securities, the securities do not repay a
fixed amount of principal at maturity. Instead, your payment at maturity wil depend on the performance of the
underlying index from the initial index level to the final index level. If the final index level is less than the barrier level,
you wil lose 1% of the stated principal amount of the securities for every 1% by which the final index level is less than
the initial index level. There is no minimum payment at maturity on the securities, and you may lose up to al of your
investment.

The securities do not pay interest. Unlike conventional debt securities, the securities do not pay interest or any other
amounts prior to maturity. You should not invest in the securities if you seek current income during the term of the
securities.

Your potential return on the securities is limited. If the final index level is greater than the initial index level, your
potential total return on the securities at maturity is limited to the maximum upside return set forth on the cover page of
this pricing supplement. The return on the underlying index from the initial index level to the final index level may
significantly exceed the maximum upside return. Therefore, your return on the securities may be significantly less than
the return you could have achieved on an alternative investment providing 1-to-1 exposure to the appreciation of the
underlying index without a maximum upside return. In addition, your potential for positive participation in the absolute
value of any depreciation of the underlying index is limited. Because the barrier level is equal to 76.25% of the initial
index level, the return potential of the securities in the event that the underlying index depreciates is limited to 23.75%.
Any depreciation of the underlying index in excess of 23.75% wil result in a loss, rather than a positive return, on the
securities.

Investing in the securities is not equivalent to investing in the underlying index or the stocks that constitute
the underlying index. You wil not have voting rights, rights to receive dividends or other distributions or any other
rights with respect to the stocks that constitute the underlying index. As of June 5, 2020, the average dividend yield of
the underlying index was approximately 2.647% per year. While it is impossible to know the future dividend yield of the
underlying index, if this average dividend yield were to remain constant for the term of the securities, you would be
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forgoing an aggregate yield of approximately 5.28% (assuming no reinvestment of dividends) by investing in the
securities instead of investing directly in the stocks that constitute the underlying index or in another investment linked
to the underlying index that provides for a pass-through of dividends. The payment scenarios described in this pricing
supplement do not show any effect of lost dividend yield over the term of the securities.

The payment at maturity on the securities is based on the arithmetic average of the closing level of the
underlying index on the five final valuation dates. As a result, you are subject to the risk that the closing level of
the underlying index on those five final valuation dates wil result in a less favorable return than you would have
received had the final index level been based on the

June 2020
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closing level on other days during the term of the securities. If you had invested in another instrument linked to the
underlying index that you could sel for ful value at a time selected by you, you might have achieved better returns. In
addition, because the final index level is based on the average over the five final valuation dates, your return on the
securities may be less favorable than it would have been if it were based on the closing level of the underlying index
on only one of those five final valuation dates.

The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we
default on our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not
receive anything owed to you under the securities.

The securities will not be listed on any securities exchange and you may not be able to sell them prior to
maturity. The securities wil not be listed on any securities exchange. Therefore, there may be little or no secondary
market for the securities. CGMI currently intends to make a secondary market in relation to the securities and to
provide an indicative bid price for the securities on a daily basis. Any indicative bid price for the securities provided by
CGMI wil be determined in CGMI's sole discretion, taking into account prevailing market conditions and other relevant
factors, and wil not be a representation by CGMI that the securities can be sold at that price, or at al . CGMI may
suspend or terminate making a market and providing indicative bid prices without notice, at any time and for any
reason. If CGMI suspends or terminates making a market, there may be no secondary market at al for the securities
because it is likely that CGMI wil be the only broker-dealer that is wil ing to buy your securities prior to maturity.
Accordingly, an investor must be prepared to hold the securities until maturity.

The estimated value of the securities on the pricing date, based on CGMI's proprietary pricing models and our
internal funding rate, is less than the issue price. The difference is attributable to certain costs associated with
sel ing, structuring and hedging the securities that are included in the issue price. These costs include (i) the
placement fees paid in connection with the offering of the securities, (i ) hedging and other costs incurred by us and
our affiliates in connection with the offering of the securities and (i i) the expected profit (which may be more or less
than actual profit) to CGMI or other of our affiliates in connection with hedging our obligations under the securities.
These costs adversely affect the economic terms of the securities because, if they were lower, the economic terms of
the securities would be more favorable to you. The economic terms of the securities are also likely to be adversely
affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See "The
estimated value of the securities would be lower if it were calculated based on our secondary market rate" below.

The estimated value of the securities was determined for us by our affiliate using proprietary pricing models.
CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing
models. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of
the underlying index, dividend yields on the stocks that constitute the underlying index and interest rates. CGMI's
views on these inputs may differ from your or others' views, and as an underwriter in this offering, CGMI's interests
may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore not an
accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the cover
page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities for
other purposes, including for accounting purposes. You should not invest in the securities because of the estimated
value of the securities. Instead, you should be wil ing to hold the securities to maturity irrespective of the initial
estimated value.

The estimated value of the securities would be lower if it were calculated based on our secondary market rate.
The estimated value of the securities included in this pricing supplement is calculated based on our internal funding
rate, which is the rate at which we are wil ing to borrow funds through the issuance of the securities. Our internal
funding rate is general y lower than our secondary market rate, which is the rate that CGMI wil use in determining the
value of the securities for purposes of any purchases of the securities from you in the secondary market. If the
estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal
funding rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs
associated with the securities, which are general y higher than the costs associated with conventional debt securities,
and our liquidity needs and preferences. Our internal funding rate is not an interest rate that we wil pay to investors in
the securities, which do not bear interest.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI
determines our secondary market rate based on the market price of traded instruments referencing the debt
obligations of Citigroup Inc., our parent company and the guarantor of al payments due on the securities, but subject
to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-
determined measure of our creditworthiness, but rather reflects the market's perception of our parent company's
https://www.sec.gov/Archives/edgar/data/200245/000095010320011677/dp130312_424b3-us2001953a.htm
9/18

6/16/2020
https://www.sec.gov/Archives/edgar/data/200245/000095010320011677/dp130312_424b3-us2001953a.htm
creditworthiness as adjusted for discretionary factors such as CGMI's preferences with respect to purchasing the
securities prior to maturity.

The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other
person may be willing to buy the securities from you in the secondary market. Any such secondary market price
wil fluctuate over the term of the securities based on the market and other factors described in the next risk factor.
Moreover, unlike the estimated value included in this pricing supplement, any value of the securities determined for
purposes of a secondary market transaction wil be based on our secondary market rate, which wil likely result in a
lower value for the securities than if our internal funding rate were

June 2020
PS-6
https://www.sec.gov/Archives/edgar/data/200245/000095010320011677/dp130312_424b3-us2001953a.htm
10/18