Obligation Citi Global Markets 13% ( US17328VTJ97 ) en USD

Citi Global Markets

100 % ⇌

Etas-Unis

US17328VTJ97 ( en USD )

13% par an ( paiement semestriel )

20/12/2021 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17328VTJ97 en USD 13%, échue

1 000 USD

254 000 USD

17328VTJ9

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 US17328VTJ97, paye un coupon de 13% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/12/2021

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424B2 1 dp130480_424b2-us2002987.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings Inc.
June 15, 2020
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2020-USNCH4631
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Dow Jones
Industrial AverageTM , the Nasdaq-100 Index® and the Russell 2000® Index Due December 20, 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 al are paid, would produce a yield that is general y higher than the yield on our conventional debt
securities of the same maturity. In exchange for this higher potential yield, you must be wil ing 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, (i ) the value of what you receive at maturity may be significantly less than
the stated principal amount of your securities, and may be zero, and (i i) the securities may be automatical y cal ed for
redemption prior to maturity beginning on the first potential autocal date specified below. Each of these risks wil depend solely
on the performance of the worst performing of the underlyings specified below.

You wil be subject to risks associated with each of the underlyings and wil be negatively affected by adverse movements in
any one of the underlyings. Although you wil have downside exposure to the worst performing underlying, you wil not receive
dividends with respect to any underlying or participate in any appreciation of any underlying.

Investors in the securities must be wil ing to accept (i) an investment that may have limited or no liquidity and (i ) the risk of not
receiving any payments due under the securities if we and Citigroup Inc. default on our obligations. All payments on the
securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
KEY TERMS
Issuer:
Citigroup Global Markets Holdings Inc., a whol y owned subsidiary of Citigroup Inc.
Guarantee:
Al payments due on the securities are ful y and unconditional y guaranteed by Citigroup Inc.
Underlyings:
Underlying
Initial underlying value* Coupon barrier value**
Final barrier value**

Dow Jones Industrial
AverageTM
25,605.54
17,923.878
17,923.878

Nasdaq-100 Index®
9,663.774
6,764.642
6,764.642

Russel 2000® Index
1,387.685
971.380
971.380

*For each underlying, its closing value on the strike date
**For each underlying, 70.00% of its initial underlying value
Stated principal
$1,000 per security
amount:
Strike date:
June 12, 2020
Pricing date:
June 15, 2020
Issue date:
June 18, 2020
Valuation dates:
July 15, 2020, August 17, 2020, September 15, 2020, October 15, 2020, November 16, 2020,
December 15, 2020, January 15, 2021, February 16, 2021, March 15, 2021, April 15, 2021, May 17,
2021, June 15, 2021, July 15, 2021, August 16, 2021, September 15, 2021, October 15, 2021,
November 15, 2021 and December 15, 2021 (the "final valuation date"), each subject to postponement
if such date is not a scheduled trading day or certain market disruption events occur
Maturity date:
Unless earlier redeemed, December 20, 2021
Contingent coupon
The third business day after each valuation date, except that the contingent coupon payment date
payment dates:
fol owing the final valuation date wil be the maturity date
Contingent coupon:
On each contingent coupon payment date, unless previously redeemed, the securities wil pay a
contingent coupon equal to 1.0833% of the stated principal amount of the securities (equivalent to a
contingent coupon rate of approximately 13.00% per annum) 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
date is less than its coupon barrier value, you will not receive any contingent coupon payment
on the immediately following contingent coupon payment date.
Payment at maturity:
If the securities are not automatical y redeemed prior to maturity, you wil receive at maturity for each
security you then hold (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
greater than or equal to its final barrier value: $1,000
§ If the final underlying value of the worst performing underlying on the final valuation date is less
than its final barrier value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation
date)
If the securities are not automatically redeemed prior to maturity and the final underlying value
of the worst performing underlying on the final valuation date is less than its final barrier value,
you will receive significantly less than the stated principal amount of your securities, and
possibly nothing, at maturity, and you will not receive any contingent coupon payment at
maturity.
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Listing:
The securities wil not be listed on any securities exchange
Underwriter:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
Underwriting fee and
Issue price(1)
Underwriting fee(2)
Proceeds to issuer(3)
issue price:
Per security:
$1,000.00
$3.00
$997.00
Total:
$254,000.00
$762.00
$253,238.00
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $970.70 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 wil ing to buy the securities from you at any time after issuance. See "Valuation of the Securities" in this pricing
supplement.
(2) CGMI wil receive an underwriting fee of up to $3.00 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.
Investing in the securities involves risks not associated with an investment in conventional debt
securities. See "Summary Risk Factors" beginning on page PS-6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
the securities or determined that this pricing supplement and the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a
criminal offense.
You should read this pricing supplement together with the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus, which can be accessed via the hyperlinks below:
Product Supplement No. EA-04-08 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.

KEY TERMS (continued)
Automatic early
If, on any potential autocal date, the closing value of the worst performing underlying on that
redemption:
potential autocal date is greater than or equal to its initial underlying value, each security you then
hold wil be automatical y cal ed on that potential autocal date for redemption on the immediately
fol owing contingent coupon payment date for an amount in cash equal to $1,000.00 plus the
related contingent coupon payment. The automatic early redemption feature may significantly
limit your potential return on the securities. If the worst performing underlying performs in
a way that would otherwise be favorable, the securities are likely to be automatically called
for redemption prior to maturity, cutting short your opportunity to receive contingent
coupon payments. The securities may be automatically called for redemption as early as
the first potential autocall date specified below.
Potential autocall dates:
The valuation dates scheduled to occur on December 15, 2020, March 15, 2021, June 15, 2021
and September 15, 2021
Final underlying value:
For each underlying, its closing value on the final valuation date
Worst performing
For any valuation date, the underlying with the lowest underlying return determined as of that
underlying:
valuation date
Underlying return:
For each underlying on any valuation date, (i) its closing value on that valuation date minus its
initial underlying value, divided by (i ) its initial underlying value
CU
C S
U I
S P
I / ISIN:
17328VTJ9 / US17328VTJ97

PS-2
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Citigroup Global Markets Holdings Inc.

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, the accompanying product
supplement contains important information about how the closing value of each underlying wil be determined and about
adjustments that may be made to the terms of the securities upon the occurrence of market disruption events and other specified
events with respect to 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.

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).

PS-3
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Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The examples in the first section below il ustrate how to determine whether a contingent coupon wil be paid and whether the
securities wil be automatical y cal ed for redemption fol owing a valuation date that is also a potential autocal date. The examples
in the second section below il ustrate how to determine the payment at maturity on the securities, assuming the securities are not
automatical y redeemed prior to maturity. The examples are solely for il ustrative purposes, do not show al possible outcomes and
are not a prediction of any payment that may be made on the securities.

The examples below are based on the fol owing 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 wil 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.

Underlying
Hypothetical initial underlying Hypothetical coupon barrier
Hypothetical final barrier
value
value
value
70.00 (70.00% of its
70.00 (70.00% of its
Dow Jones Industrial
hypothetical initial underlying
hypothetical initial underlying
AverageTM
100.00
value)
value)
70.00 (70.00% of its
70.00 (70.00% of its
hypothetical initial underlying
hypothetical initial underlying
Nasdaq-100 Index®
100.00
value)
value)
70.00 (70.00% of its
70.00 (70.00% of its
hypothetical initial underlying
hypothetical initial underlying
Russel 2000® Index
100.00
value)
value)

Hypothetical Examples of Contingent Coupon Payments and any Payment upon Automatic Early Redemption Following a
Valuation Date that is also a Potential Autocall Date

The three hypothetical examples below il ustrate how to determine whether a contingent coupon wil be paid and whether the
securities wil be automatical y redeemed fol owing a hypothetical valuation date that is also a potential autocal date, assuming that
the closing values of the underlyings on the hypothetical valuation date are as indicated below.

Hypothetical closing
Hypothetical closing
Hypothetical closing
value of the Dow Jones
value of the Nasdaq-
value of the Russell
Hypothetical payment
Industrial AverageTM on
100 Index® on
2000® Index on
per $1,000.00 security
hypothetical valuation
hypothetical valuation hypothetical valuation
on related contingent

date
date
date
coupon payment date
$10.833
120
85
140
(contingent coupon is
(underlying return =
(underlying return =
(underlying return =
paid; securities not
Example 1
(120 - 100) / 100 = 20%)
(85 - 100) / 100 = -15%) (140 - 100) / 100 = 40%)
redeemed)
$0.00
45
120
130
(no contingent coupon;
(underlying return =
(underlying return =
(underlying return =
securities not
Example 2
(45 - 100) / 100 = -55%)
(120 - 100) / 100 = 20%) (130 - 100) / 100 = 30%)
redeemed)
$1,010.833
135
115
110
(contingent coupon is
(underlying return =
(underlying return =
(underlying return =
paid; securities
Example 3
(135 - 100) / 100 = 35%)
(115 - 100) / 100 = 15%) (110 - 100) / 100 = 10%)
redeemed)

Example 1: On the hypothetical valuation date, the Nasdaq-100 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 but less than its initial underlying value. As a result, investors
in the securities would receive the contingent coupon payment on the related contingent coupon payment date and the securities
would not be automatical y redeemed.

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Example 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 and the securities would not be automatical y redeemed.

Investors in the securities will not receive a contingent coupon on the contingent coupon payment date following a
valuation date if the closing value of the worst performing underlying on that valuation date is less than its coupon barrier
value. Whether a contingent coupon is paid following a valuation date depends solely on the closing value of the worst
performing underlying on that valuation date.

Example 3: On the hypothetical valuation date, the Russel 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 both its coupon barrier value and its initial underlying value. As a result, the
securities would be automatical y redeemed on the related contingent coupon payment date for an amount in cash equal to
$1,000.00 plus the related contingent coupon payment.

If the hypothetical valuation date were not also a potential autocal date, the securities would not be automatical y redeemed on the
related contingent coupon payment date.

PS-4
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Citigroup Global Markets Holdings Inc.

Hypothetical Examples of the Payment at Maturity on the Securities

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

Hypothetical final
underlying value of the
Hypothetical final
Hypothetical final
Hypothetical payment
Dow Jones Industrial
underlying value of the underlying value of the
at maturity per

AverageTM
Nasdaq-100 Index®
Russell 2000® Index
$1,000.00 security
110
120
145
$1,010.833
(underlying return =
(underlying return =
(underlying return =
(contingent coupon is
Example 4
(110 - 100) / 100 = 10%)
(120 - 100) / 100 = 20%) (145 - 100) / 100 = 45%)
paid)
110
110
30
(underlying return =
(underlying return =
(underlying return =
Example 5
(110 - 100) / 100 = 10%)
(110 - 100) / 100 = 10%) (30 - 100) / 100 = -70%)
$300.00
20
70
75
(underlying return =
(underlying return =
(underlying return =
Example 6
(20 - 100) / 100 = -80%)
(70 - 100) / 100 = -30%) (75 - 100) / 100 = -25%)
$200.00

Example 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. 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.

Example 5: On the final valuation date, the Russel 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 final barrier value. Accordingly, at maturity, you would receive a payment per security
calculated as fol ows:

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 × -70.00%)

= $1,000.00 + -$700.00

= $300.00

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.

Example 6: 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 fol ows:

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.

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It is possible that the closing value of the worst performing underlying will be less than its coupon barrier value on each
valuation date and less than its final barrier value on the final valuation date, such that you will not receive any contingent
coupon payments over the term of the securities and will receive significantly less than the stated principal amount of
your securities, and possibly nothing, at maturity.

PS-5
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Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject
to al of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk
that we and Citigroup Inc. may default on our obligations under the securities, and are also subject to risks associated with 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 fol owing is a summary of certain key risk factors for investors in the securities. You should read this summary together with the
more detailed description of risks relating to an investment in the securities contained in the section "Risk Factors Relating to the
Securities" beginning on page EA-7 in the accompanying product supplement. You should also careful y read the risk factors
included in the accompanying prospectus supplement and in the documents incorporated by reference in the accompanying
prospectus, including Citigroup Inc.'s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-
Q, which describe risks relating to the business of Citigroup Inc. more general y.

§
You may lose a significant portion or all of your investment. Unlike conventional debt securities, the securities do not
provide for the repayment of the stated principal amount at maturity in al circumstances. If the securities are not
automatical y redeemed prior to maturity, your payment at maturity wil depend on the final underlying value 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 wil 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 al of your investment.

§
The initial underlying values, which were set on the strike date, may be higher than the closing values of the
underlyings on the pricing date. If the closing values of the underlyings on the pricing date are less than the initial
underlying values that were set on the strike date, the terms of the securities may be less favorable to you than the terms of
an alternative investment that may be available to you that offers a similar payout as the securities but with the initial
underlying values set on the pricing date.

§
You will not receive any contingent coupon on the contingent coupon payment date following any valuation date
on which the closing value of the worst performing underlying on that valuation date is less than its coupon
barrier value. A contingent coupon payment wil 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 date is less than its coupon barrier
value, you wil not receive any contingent coupon payment on the immediately fol owing contingent coupon payment date. If
the closing value of the worst performing underlying on each valuation date is below its coupon barrier value, you wil not
receive any contingent coupon payments over the term of the securities.

§
Higher contingent coupon rates are associated with greater risk. The securities offer contingent coupon payments at
an annualized rate that, if al are paid, would produce a yield that is general y 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 wil be less than its coupon barrier value, such that you wil 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 wil be less than its final barrier value, such that you wil not be repaid the
stated principal amount of your securities at maturity.

§
The securities are subject to heightened risk because they have multiple underlyings. 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 wil perform poorly, adversely affecting your return on the securities.

§
The securities are subject to the risks of each of the underlyings and will be negatively affected if any one
underlying performs poorly. You are subject to risks associated with each of the underlyings. If any one underlying
performs poorly, you wil 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 ful risks of whichever of the underlyings is the worst performing underlying.

§
You will not benefit in any way from the performance of any better performing underlying. The return on the
securities depends solely on the performance of the worst performing underlying, and you wil not benefit in any way from
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the performance of any better performing underlying.

§
You will be subject to risks relating to the relationship between the underlyings. 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 wil not
exhibit this relationship. The less correlated the underlyings, the more likely it is that any one of the underlyings wil perform
poorly over the term of the securities. Al 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 wil be over the term of the
securities. The underlyings differ in significant ways and, therefore, may not be correlated with each other.

PS-6
https://www.sec.gov/Archives/edgar/data/200245/000095010320011894/dp130480_424b2-us2002987.htm
10/25