This Amended and Restated Pricing Supplement Nos. 2019-USNCH3000, 2019-USNCH3002 and 2019-USNCH3001 is being filed to revise the total underwriting fee and total proceeds to issuer for Pricing Supplement No. 2019-USNCH3001.
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Citigroup Global Markets Holdings Inc.
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October
31, 2019
Medium-Term
Senior Notes, Series N
Amended
and Restated Pricing Supplement Nos. 2019-USNCH3000, 2019-USNCH3002 and 2019-USNCH3001
Filed
Pursuant to Rule 424(b)(3)
Registration
Statement Nos. 333-224495 and 333-224495-03
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Buffer Securities Linked to the iShares®
MSCI Emerging Markets ETF Due February 4, 2021
Buffer Securities Linked to the Russell 2000®
Index Due February 4, 2021
Buffer Securities Linked to the S&P 500®
Index Due February 4, 2021
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This pricing supplement relates to three separate offerings of securities, each of which is linked to one, and only one, underlying,
as specified below. You may participate in any or each of the separate offerings of securities described in this pricing supplement.
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▪
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The securities are unsecured 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 applicable underlying from its initial underlying value to its final underlying value.
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▪
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The securities offer modified exposure to the performance of the applicable underlying, with (i) the opportunity to participate
in a limited range of potential appreciation of the applicable underlying at the upside participation rate specified below and
(ii) a limited buffer against any depreciation of the applicable underlying as described below. In exchange for these features,
investors in the securities must be willing to forgo any appreciation of the applicable underlying in excess of the applicable
maximum return at maturity specified below and must be willing to forgo any dividends with respect to the applicable underlying.
In addition, investors in the securities must be willing to accept downside exposure to any depreciation of the applicable underlying
in excess of the buffer percentage specified below. If the applicable underlying depreciates by more than the buffer percentage
from its initial underlying value to its final underlying value, you will lose 1% of the stated principal amount of your securities
for every 1% by which that depreciation exceeds the buffer percentage.
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In order to obtain the modified exposure to the applicable underlying that the securities provide, investors must be willing
to accept (i) an investment that may have limited or no liquidity and (ii) 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.
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▪
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Each offering of securities has a different underlying and maximum return at maturity, among other differences described herein.
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SPECIFIC TERMS OF EACH SECURITIES OFFERING
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Securities Offering
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Underlying
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Initial underlying value*
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Final buffer value
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Maximum return at maturity
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CUSIP / ISIN
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Securities linked to the iShares® MSCI Emerging Markets ETF
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iShares® MSCI Emerging Markets ETF
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$42.58
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$38.322, 90% of the initial underlying value
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$132.50 per security (13.25% of the stated principal amount)
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17327TLK0 / US17327TLK06
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Securities linked to the Russell 2000® Index
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Russell 2000® Index
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1,562.452
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1,406.207, 90% of the initial underlying value
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$107.50 per security (10.75% of the stated principal amount)
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17327TJD9 / US17327TJD90
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Securities linked to the S&P 500® Index
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S&P 500® Index
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3,037.56
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2,733.804, 90% of the initial underlying value
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$90 per security (9% of the stated principal amount)
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17327TGB6 / US17327TGB61
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* The closing value of the applicable underlying on the pricing date
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Any reference to the underlying, initial underlying value, final buffer value, maximum return at maturity, final underlying value or any other terms in this pricing supplement in the context of any one of the separate securities offerings shall be deemed to refer to the specific terms of that securities offering.
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GENERAL TERMS APPLICABLE TO EACH SECURITIES OFFERING
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Issuer:
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Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
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Guarantee:
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All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
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Stated principal amount:
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$1,000 per security
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Pricing date:
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October 31, 2019
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Issue date:
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November 5, 2019
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Valuation date:
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February 1, 2021, subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
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Maturity date:
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February 4, 2021
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Payment at maturity:
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You will receive at maturity for each security you then hold:
§
If the final underlying value is greater than the initial underlying value: $1,000 + return amount, subject to the maximum
return at maturity
§
If the final underlying value is less than or equal to the initial underlying value but greater than or equal to
the final buffer value: $1,000
§
If the final underlying value is less than the final buffer value: $1,000 + [$1,000 × (the underlying return
+ the buffer percentage)]
If the final underlying value is less than the final buffer
value, you will receive less, and possibly significantly less, than the stated principal amount of your securities at maturity.
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Final underlying value:
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The closing value of the applicable underlying on the valuation date
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Return amount:
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$1,000 × the underlying return × the upside participation rate
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Upside participation rate:
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200%
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Underlying return:
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(i) the final underlying value minus the initial underlying value, divided by (ii) the initial underlying value
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Buffer percentage:
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10%
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Listing:
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The securities will not be listed on any securities exchange
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Underwriter:
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Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
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Underwriting fee and issue price:
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Issue price(1)
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Underwriting fee(2)
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Proceeds to issuer(3)
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Total
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Per security
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Total
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Per security
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Total
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Per security
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Securities linked to the iShares® MSCI
Emerging Markets ETF
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$778,000
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$1,000
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$4,442.38
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$9
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$773,557.62
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$991
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Securities linked to the Russell 2000®
Index
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$676,000
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$1,000
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$4,028.96
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$9
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$671,971.04
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$991
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Securities linked to the S&P 500®
Index
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$1,859,000
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$1,000
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$11,786.06
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$9
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$1,847,213.94
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$991
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(1) On the date of this pricing
supplement, the estimated value of the securities is (i) $983.30 per security with respect to the securities linked to the iShares®
MSCI Emerging Markets ETF, (ii) $984.40 per security with respect to the securities linked to the Russell 2000®
Index and (iii) $983.30 per security with respect to the securities linked to the S&P 500® Index, which,
in each case, is less than the issue price. The estimated values of the securities are 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 $9 for each security sold in each 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 each 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-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.
Citigroup Global Markets Holdings Inc.
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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 the 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 the underlying. The accompanying underlying supplement contains information about the
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.
Closing Value. The “closing value” of the
applicable underlying on any date is (i) in the case of an underlying that is an underlying index, its closing level on such date
and (ii) in the case of an underlying that is an underlying ETF, the closing price of its underlying shares on such date, as provided
in the accompanying product supplement. The “underlying shares” of an underlying ETF are its shares that are traded
on a U.S. national securities exchange. Please see the accompanying product supplement for more information.
Citigroup Global Markets Holdings Inc.
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Hypothetical
Payment at Maturity
This pricing supplement describes three separate offerings of
securities. Each offering of securities has a different underlying and maximum return at maturity, among other differences described
herein. The diagram, table and examples below illustrate how to determine the payment at maturity for the securities described
in this pricing supplement, assuming the various hypothetical values indicated below.
Hypothetical initial underlying value:
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100
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Hypothetical final buffer value:
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90
(90% of the hypothetical initial underlying value)
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Hypothetical maximum return at maturity:
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$90
(9.00% of the stated principal amount)
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The diagram, table and examples below are based on these hypothetical values and do not reflect the actual initial underlying value,
final buffer value or maximum return at maturity for any offering of securities. For the actual initial underlying value, final
buffer value and maximum return at maturity applicable to each offering of securities, 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 payment at maturity on the securities will be calculated based
on the actual initial underlying value, final buffer value and maximum return at maturity applicable to your securities and not
the hypothetical values indicated below.
Payout Diagram
The diagram below illustrates the payment at maturity on the
securities for a range of hypothetical underlying returns.
Investors in any of the securities will not receive any dividends
with respect to the underlying. The diagram and examples below do not show any effect of lost dividend yield over the term of the
securities. See “Summary Risk Factors—You will not receive dividends or have any other rights with respect to the
underlying” below.
Payout Diagram
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n The Securities
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n The Underlying
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Citigroup Global Markets Holdings Inc.
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Hypothetical
Examples
The table below indicates what your payment at maturity and total
return on the securities would be for various hypothetical underlying returns.
Hypothetical Underlying Return
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Hypothetical Payment at Maturity per Security
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Hypothetical Total Return on Securities at Maturity(1)
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100.00%
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$1,090.00
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9.00%
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75.00%
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$1,090.00
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9.00%
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50.00%
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$1,090.00
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9.00%
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25.00%
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$1,090.00
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9.00%
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10.00%
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$1,090.00
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9.00%
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4.50%
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$1,090.00
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9.00%
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3.00%
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$1,060.00
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6.00%
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0.00%
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$1,000.00
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0.00%
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-10.00%
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$1,000.00
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0.00%
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-10.01%
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$999.90
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-0.01%
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-25.00%
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$850.00
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-15.00%
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-30.00%
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$800.00
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-20.00%
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-40.00%
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$700.00
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-30.00%
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-50.00%
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$600.00
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-40.00%
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-75.00%
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$350.00
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-65.00%
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-100.00%
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$100.00
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-90.00%
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(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
The examples below illustrate how to determine the payment at
maturity on the securities, assuming the various hypothetical final underlying values indicated below. The examples are solely
for illustrative purposes, do not show all possible outcomes and are not a prediction of what the actual payment at maturity on
the securities will be.
Example 1—Upside Scenario A. The final underlying
value is 103, resulting in a 3% underlying return. In this example, the final underlying value is greater than the initial
underlying value.
Payment at maturity per security = $1,000 + the return amount,
subject to the maximum return at maturity
= $1,000 + ($1,000 × the underlying return × the
upside participation rate), subject to the maximum return at maturity
= $1,000 + ($1,000 × 3% × 200%), subject to the
maximum return at maturity
= $1,000 + $60, subject to the maximum return at maturity
= $1,060
In this scenario, the underlying has appreciated from the initial
underlying value to the final underlying value, and your total return at maturity would equal the underlying return multiplied
by the upside participation rate.
Example 2—Upside Scenario B. The final underlying
value is 150, resulting in a 50% underlying return. In this example, the final underlying value is greater than the initial
underlying value.
Payment at maturity per security = $1,000 + the return amount,
subject to the maximum return at maturity
= $1,000 + ($1,000 × the underlying return × the
upside participation rate), subject to the maximum return at maturity
= $1,000 + ($1,000 × 50% × 200%), subject to the
maximum return at maturity
= $1,000 + $1,000, subject to the maximum return at maturity
= $1,090
In this scenario, the underlying has appreciated from the initial
underlying value to the final underlying value, but the underlying return multiplied by the upside participation rate would
exceed the maximum return at maturity. As a result, your total return at maturity would be limited to the maximum return at maturity,
and an investment in the securities would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation
of the underlying without a maximum return.
Example 3—Par Scenario. The final underlying value
is 95, resulting in a -5% underlying return. In this example, the final underlying value is less than the initial underlying
value but greater than the final buffer value.
Payment at maturity per security = $1,000
In this scenario, the underlying has depreciated from the initial
underlying value to the final underlying value, but not by more than the buffer percentage. As a result, you would be repaid the
stated principal amount of your securities at maturity but would not receive any positive return on your investment.
Citigroup Global Markets Holdings Inc.
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Example 4—Downside Scenario. The final underlying
value is 30, resulting in a -70% underlying return. In this example, the final underlying value is less than the final buffer
value.
Payment at maturity per security = $1,000 + [$1,000 ×
(the underlying return + the buffer percentage)]
= $1,000 + [$1,000 × (-70% + 10%)]
= $1,000 + [$1,000 × -60%]
= $1,000 + -$600
= $400
In this scenario, the underlying has depreciated from the initial
underlying value to the final underlying value by more than the buffer percentage. As a result, your total return at maturity in
this scenario would be negative and would reflect 1-to-1 exposure to the negative performance of the underlying beyond the buffer
percentage.
Citigroup Global Markets Holdings Inc.
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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 the 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.
Risk Factors Relating to Each Offering of Securities
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▪
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You may lose a significant portion of your investment. Unlike conventional debt securities, the securities do not repay
a fixed amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlying. If
the underlying depreciates by more than the buffer percentage from the initial underlying value to the final underlying value,
you will lose 1% of the stated principal amount of your securities for every 1% by which that depreciation exceeds the buffer percentage.
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Your potential return on the securities is limited. Your potential total return on the securities at maturity is limited
to the maximum return at maturity, even if the underlying appreciates by significantly more than the maximum return at maturity.
If the underlying appreciates by more than the maximum return at maturity, the securities will underperform an alternative investment
providing 1-to-1 exposure to the performance of the underlying. When lost dividends are taken into account, the securities may
underperform an alternative investment providing 1-to-1 exposure to the performance of the underlying even if the underlying appreciates
by less than the maximum return at maturity. In addition, the maximum return at maturity reduces the effect of the upside participation
rate for all final underlying values exceeding the final underlying value at which, by multiplying the corresponding underlying
return by the upside participation rate, the maximum return at maturity is reached.
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▪
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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.
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▪
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You will not receive dividends or have any other rights with respect to the underlying. You will not receive any dividends
with respect to the underlying. This lost dividend yield may be significant over the term of the securities. The payment scenarios
described in this pricing supplement do not show any effect of lost dividend yield over the term of the securities. In addition,
you will not have voting rights or any other rights with respect to the underlying or the stocks included in the applicable underlying.
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▪
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Your payment at maturity depends on the closing value of the underlying on a single day. Because your payment at maturity
depends on the closing value of the underlying solely on the valuation date, you are subject to the risk that the closing value
of the underlying on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of
the securities. If you had invested directly in the underlying or in another instrument linked to the underlying that you could
sell for full value at a time selected by you, or if the payment at maturity were based on an average of closing values of the
underlying, you might have achieved better returns.
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▪
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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.
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▪
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The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.
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.
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▪
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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 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
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Citigroup Global Markets Holdings Inc.
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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.
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▪
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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 closing value of the
underlying, the dividend yield on the underlying 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 willing to hold the securities to maturity
irrespective of the initial estimated value.
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▪
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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 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 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.
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▪
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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 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.
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▪
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The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your
securities prior to maturity will fluctuate based on the closing value of the underlying, the volatility of the closing value of
the underlying, the dividend yield on the underlying, 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 value of the
underlying 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.
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▪
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Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on
any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. 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.
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▪
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Our offering of the securities is not a recommendation of the underlying. The fact that we are offering the securities
does not mean that we believe that investing in an instrument linked to the underlying 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
underlying or in instruments related to the underlying, and may publish research or express opinions, that in each case are inconsistent
with an investment linked to the underlying. These and other activities of our affiliates may affect the closing value of the underlying
in a way that negatively affects the value of and your return on the securities.
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Citigroup Global Markets Holdings Inc.
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▪
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The closing value of the underlying may be adversely affected by our or our affiliates’ hedging and other trading
activities. We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions
in the underlying or in financial instruments related to the underlying and may adjust such positions during the term of the securities.
Our affiliates also take positions in the underlying or in financial instruments related to the underlying 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 value of the underlying 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.
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▪
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We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business
activities. 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 underlying 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.
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The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities.
If certain events occur during the term of the securities, such as market disruption events and other events with respect to the
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.
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Changes that affect the underlying may affect the value of your securities. The sponsor of the underlying may at any
time make methodological changes or other changes in the manner in which it operates that could affect the value of the underlying.
We are not affiliated with the underlying sponsor and, accordingly, we have no control over any changes such sponsor may make.
Such changes could adversely affect the performance of the underlying and the value of and your return on the securities.
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The U.S. federal tax consequences of an investment in the securities are unclear. 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 prepaid forward contracts. 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. Even if the treatment of the securities as prepaid forward contracts is respected, a security
linked to an ETF underlying may be treated as a “constructive ownership transaction,” with potentially adverse consequences
described below under “United States Federal Tax Considerations.” Moreover, future legislation, Treasury regulations
or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.
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If you are a non-U.S. investor,
you should review the discussion of withholding tax issues in “United States Federal Tax Considerations—Non-U.S. Holders”
below.
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.
Risk Factors Relating to the Securities
Linked to the iShares® MSCI Emerging Markets ETF
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Fluctuations in exchange rates will affect the closing value of the underlying. Because the underlying includes securities
that trade outside the United States and the closing value of the underlying is based on the U.S. dollar value of those securities,
holders of the securities will be exposed to currency exchange rate risk with respect to each of the currencies in which such securities
trade. Exchange rate movements for a particular currency are volatile and are the result of numerous factors specific to the relevant
country, including the supply of, and the demand for, those currencies, as well as government policy, intervention or actions,
but are also influenced significantly from time to time by political or economic developments, and by macroeconomic factors and
speculative actions related to each applicable region. An investor’s net exposure will depend on the extent to which the
currencies of the applicable countries strengthen or weaken against the U.S. dollar and the relative weight of each currency. If,
taking into account such weighting, the dollar strengthens against the currencies of the securities held by the underlying, the
price of the underlying shares of the underlying will be adversely affected for that reason alone and your return on the securities
may be reduced. Of particular importance to potential currency exchange risk are: existing and expected rates of inflation; existing
and expected interest rate levels; the balance of payments; and the extent of governmental surpluses or deficits in the applicable
countries and the United States. All of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued
by the governments of the applicable countries and the United States and other countries important to international trade and finance.
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The underlying is subject to risks associated with emerging markets. The stocks
included in the underlying have been issued by companies in various foreign emerging markets. Foreign equity securities involve
risks associated with the securities markets in foreign countries, including risks of volatility in those markets, governmental
intervention in those markets and cross-shareholdings
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Citigroup Global Markets Holdings Inc.
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in
companies in certain countries. There is also generally less publicly available information about foreign companies than about
U.S. companies that are subject to the reporting requirements of the Securities and Exchange Commission, and foreign companies
are subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S.
reporting companies. The prices of securities in foreign markets may be affected by political, economic, financial and social factors
in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws.
Stocks issued by companies in emerging markets may be subject to heightened risks, including risks of relatively unstable governments,
nationalization of businesses, restrictions on foreign ownership, prohibitions on the repatriation of assets and less protection
of property rights. The economies of countries with emerging markets may be based on only a few industries, be highly vulnerable
to changes in local or global trade conditions and suffer from extreme and volatile debt burdens or inflation rates. Local
securities markets may trade a small number of securities and be unable to respond effectively to increases in trading volume,
potentially increasing price volatility. Moreover, the economies in such countries may differ unfavorably from the economy
in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources and
self-sufficiency.
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Even if the underlying pays a dividend that it
identifies as special or extraordinary, no adjustment will be required under the securities for that dividend unless it meets the
criteria specified in the accompanying product supplement. In general, an adjustment will not be made under the terms of the
securities for any cash dividend paid by the underlying unless the amount of the dividend per share, together with any other dividends
paid in the same quarter, exceeds the dividend paid per share in the most recent quarter by an amount equal to at least 10% of
the closing value of the underlying on the date
of declaration of the dividend. Any dividend will reduce the closing value of the underlying by
the amount of the dividend per share. If the underlying pays any dividend for which an adjustment is not made under the terms of
the securities, holders of the securities will be adversely affected. See “Description of the Securities—Certain Additional
Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments—Certain
Extraordinary Cash Dividends” in the accompanying product supplement.
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The securities will not be adjusted for all events that may have a dilutive effect on or otherwise
adversely affect the closing value of the underlying. For example, we will not make any adjustment for ordinary dividends or
extraordinary dividends that do not meet the criteria described above, partial tender offers or additional underlying share issuances.
Moreover, the adjustments we do make may not fully offset the dilutive or adverse effect of the particular event. Investors in
the securities may be adversely affected by such an event in a circumstance in which a direct holder of the underlying shares would
not.
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The securities may become linked to an underlying
other than the original underlying upon the occurrence of a reorganization event or upon the delisting of the underlying shares.
For example, if the underlying enters into
a merger agreement that provides for holders of the underlying shares to receive shares of another entity and such shares are marketable
securities, the closing value of the underlying following consummation of the merger will be based on the value of such
other shares. Additionally, if the underlying shares are
delisted, the calculation agent may select a successor underlying. See “Description of the Securities—Certain Additional
Terms for Securities Linked to an Underlying Company or an Underlying ETF” in the accompanying product supplement.
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The value and performance of the
underlying shares may not completely track the
performance of the underlying index that the underlying seeks to track or the net asset value per share of the underlying.
The underlying does not fully replicate the underlying index that it seeks to track and may hold securities different from those
included in its underlying index. In addition, the performance of the underlying will reflect additional transaction costs and
fees that are not included in the calculation of its underlying index. All of these factors may lead to a lack of correlation between
the performance of the underlying and its underlying index. In addition, corporate actions with respect to the equity securities
held by the underlying (such as mergers and spin-offs) may impact the variance between the performance of the underlying and its
underlying index. Finally, because the underlying shares are traded on an exchange and are subject to market supply and investor
demand, the closing value of the underlying may differ from the net asset value per share of the underlying.
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During periods of market volatility, securities included
in the underlying’s underlying index may be unavailable in the secondary market, market participants may be unable to calculate
accurately the net asset value per share of the underlying and the liquidity of the underlying may be adversely affected. This
kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the underlying. Further,
market volatility may adversely affect, sometimes materially, the price at which market participants are willing to buy and sell
the underlying shares. As a result, under these circumstances, the closing value of the underlying may vary substantially from
the net asset value per share of the underlying. For all of the foregoing reasons, the performance of the underlying may not correlate
with the performance of its underlying index and/or its net asset value per share, which could materially and adversely affect
the value of the securities and/or reduce your return on the securities.
Risk Factors Relating to the Securities
Linked to the Russell 2000® Index
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§
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The Russell 2000® Index is subject to risks associated with small capitalization stocks. 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.
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Citigroup Global Markets Holdings Inc.
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Information About the iShares®
MSCI Emerging Markets ETF
The iShares® MSCI Emerging Markets ETF is an exchange-traded
fund that seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses,
of publicly traded securities in emerging markets, as measured by the MSCI Emerging Markets Index. The MSCI Emerging Markets Index
was developed by MSCI Inc. as an equity benchmark for international stock performance, and is designed to measure equity market
performance in the global emerging markets.
The iShares® MSCI Emerging Markets ETF is an investment
portfolio managed by iShares® Inc. BlackRock Fund Advisors is the investment adviser to the iShares®
MSCI Emerging Markets ETF. iShares®, Inc. is a registered investment company that consists of numerous separate
investment portfolios, including the iShares® MSCI Emerging Markets ETF. Information provided to or filed with the
SEC by iShares®, Inc. pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940,
as amended, can be located by reference to SEC file numbers 033-97598 and 811-09102, respectively, through the SEC’s website
at http://www.sec.gov. In addition, information may be obtained from other sources including, but not limited to, press releases,
newspaper articles and other publicly disseminated documents. The underlying shares of the iShares® MSCI Emerging
Markets ETF trade on the NYSE Arca under the ticker symbol “EEM.”
Please refer to the section “Fund Descriptions—iShares®
MSCI Emerging Markets ETF” in the accompanying underlying supplement for additional information.
We have derived all information regarding the iShares®
MSCI Emerging Markets ETF from publicly available information and have not independently verified any information regarding the
iShares® MSCI Emerging Markets ETF. This pricing supplement relates only to the securities and not to the iShares®
MSCI Emerging Markets ETF. We make no representation as to the performance of the iShares® MSCI Emerging Markets
ETF over the term of the securities.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the iShares® MSCI Emerging Markets ETF is not
involved in any way in this offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing value of the iShares® MSCI Emerging
Markets ETF on October 31, 2019 was $42.58.
The graph below shows the closing value of the iShares®
MSCI Emerging Markets ETF for each day such value was available from January 2, 2009 to October 31, 2019. We obtained the closing
values from Bloomberg L.P., without independent verification. You should not take the historical closing values as an indication
of future performance.
iShares® MSCI Emerging Markets ETF – Historical Closing Values
January 2, 2009 to October 31, 2019
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Citigroup Global Markets Holdings Inc.
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Information About the Russell 2000®
Index
The Russell 2000® Index is designed to track the
performance of the small capitalization segment of the U.S. equity market. All stocks included in the Russell 2000®
Index are traded on a major U.S. exchange. It is calculated and maintained by FTSE Russell.
Please refer to the section “Equity Index Descriptions—The
Russell Indices—The Russell 2000® Index” in the accompanying underlying supplement for additional information.
We have derived all information regarding the Russell 2000®
Index from publicly available information and have not independently verified any information regarding the Russell 2000®
Index. This pricing supplement relates only to the securities and not to the Russell 2000® Index. We make no representation
as to the performance of the Russell 2000® Index over the term of the securities.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Russell 2000® Index is not involved in any
way in this offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing value of the Russell 2000® Index on
October 31, 2019 was 1,562.452.
The graph below shows the closing value of the Russell 2000®
Index for each day such value was available from January 2, 2009 to October 31, 2019. We obtained the closing values from Bloomberg
L.P., without independent verification. You should not take the historical closing values as an indication of future performance.
Russell 2000®
Index – Historical Closing Values
January 2, 2009
to October 31, 2019
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Citigroup Global Markets Holdings Inc.
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Information About the S&P
500® Index
The S&P 500® Index consists of the common
stocks of 500 issuers selected to provide a performance benchmark for the large capitalization segment of the U.S. equity markets.
It is calculated and maintained by S&P Dow Jones Indices LLC.
Please refer to the section “Equity Index Descriptions—
The S&P U.S. Indices” in the accompanying underlying supplement for additional information.
We have derived all information regarding the S&P 500®
Index from publicly available information and have not independently verified any information regarding the S&P 500®
Index. This pricing supplement relates only to the securities and not to the S&P 500® Index. We make no representation
as to the performance of the S&P 500® Index over the term of the securities.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the S&P 500® Index is not involved in any
way in this offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing value of the S&P 500® Index on
October 31, 2019 was 3,037.56.
The graph below shows the closing value of the S&P 500®
Index for each day such value was available from January 2, 2009 to October 31, 2019. We obtained the closing values from Bloomberg
L.P., without independent verification. You should not take the historical closing values as an indication of future performance.
S&P 500® Index – Historical Closing Values
January 2, 2009 to October 31, 2019
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Citigroup Global Markets Holdings Inc.
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United States
Federal Tax Considerations
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 “Summary Risk Factors” in this pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP,
which is based on current market conditions, a security should be treated as a prepaid forward contract for U.S. federal income
tax purposes. By purchasing a security, you agree (in the absence of an administrative determination or judicial ruling to the
contrary) to this treatment. There is uncertainty regarding this treatment, and the IRS or a court might not agree with it.
Assuming this treatment of the securities is respected and subject
to the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following
U.S. federal income tax consequences should result under current law:
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·
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You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or
exchange.
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·
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Upon a sale or exchange of a security (including retirement at maturity), you should recognize gain or loss equal to the difference
between the amount realized and your tax basis in the security. Subject to the discussion below concerning the potential application
of the “constructive ownership” rules under Section 1260 of the Code, any gain or loss recognized upon a sale, exchange
or retirement of a security should be long-term capital gain or loss if you held the security for more than one year.
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Even if the treatment of the securities as prepaid forward contracts
is respected, your purchase of a security linked to an ETF underlying may be treated as entry into a “constructive ownership
transaction,” within the meaning of Section 1260 of the Code, with respect to the underlying shares. In that case, all or
a portion of any long-term capital gain you would otherwise recognize in respect of your securities would be recharacterized as
ordinary income to the extent such gain exceeded the “net underlying long-term capital gain.” Although
the matter is unclear, the “net underlying long-term capital gain” may equal the amount of long-term capital gain you
would have realized if on the issue date you had purchased an amount of the underlying shares with a value equal to the amount
you paid to acquire your securities and subsequently sold that amount for its fair market value at the time your securities are
sold, exchanged or retired (which would reflect the percentage increase, without regard to the upside participation rate, in the
value of the underlying shares over the term of the securities). Alternatively, the “net underlying long-term capital gain”
could be calculated using an amount of the underlying shares that reflects the upside participation rate used to calculate the
payment that you will receive on your securities. Any long-term capital gain recharacterized as ordinary income under Section
1260 would be treated as accruing at a constant rate over the period you held your securities, and you would be subject to an interest
charge in respect of the deemed tax liability on the income treated as accruing in prior tax years. Due to the lack of governing
authority under Section 1260, our counsel is not able to opine as to whether or how Section 1260 applies to the securities. You
should read the section entitled “United States Federal Tax Considerations—Tax Consequences to U.S. Holders—Potential
Application of Section 1260 of the Code” in the accompanying product supplement for additional information and consult your
tax adviser regarding the potential application of the “constructive ownership” rule.
We do not plan to request a ruling from the IRS regarding the
treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences
of ownership and disposition of the securities, including the timing and character of income recognized. In addition, the U.S.
Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid
forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future
regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative
contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult
your tax adviser regarding possible alternative tax treatments of the securities and potential changes in applicable law.
Non-U.S. Holders. Subject to the discussions below and
in “United States Federal Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder
(as defined in the accompanying product supplement) of the securities, you generally should not be subject to U.S. federal withholding
or income tax in respect of any amount paid to you with respect to the securities, provided that (i) income in respect of the securities
is not effectively connected with your conduct of a trade or business in the United States, and (ii) you comply with the applicable
certification requirements.
As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations
promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed
paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying Equities”)
or indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate
the economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury
regulations. However, the regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2021
that do not have a “delta” of one. Based on the terms of the securities and representations provided by us, our counsel
is of the opinion that the securities should not be treated as transactions that have a “delta” of one within the meaning
of the regulations with respect to any U.S. Underlying Equity and, therefore, should not be subject to withholding tax under Section
871(m).
Citigroup Global Markets Holdings Inc.
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A determination that the securities are not subject to Section
871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex and its application
may depend on your particular circumstances, including your other transactions. You should consult your tax adviser regarding the
potential application of Section 871(m) to the securities.
If withholding tax applies to the securities, we will not be
required to pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United States
Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with
that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the securities.
You should also consult your tax adviser regarding all aspects
of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
Supplemental
Plan of Distribution
CGMI, an affiliate of Citigroup
Global Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting
fee of up to $9 for each security sold in each offering. The actual underwriting fee will be equal to the selling concession provided
to selected dealers, as described in this paragraph. From this underwriting fee, CGMI will pay selected dealers not affiliated
with CGMI a variable selling concession of up to $9 for each security they sell.
See “Plan of Distribution; Conflicts of Interest”
in the accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement
and prospectus for additional information.
Valuation of
the Securities
CGMI calculated the estimated value of the securities set forth
on the cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated
an estimated value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate
the payout on the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative
instruments underlying the economic terms of the securities (the “derivative component”). CGMI calculated the estimated
value of the bond component using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the
derivative component based on a proprietary derivative-pricing model, which generated a theoretical price for the instruments that
constitute the derivative component based on various inputs, including the factors described under “Summary Risk Factors—The
value of the securities prior to maturity will fluctuate based on many unpredictable factors” in this pricing supplement,
but not including our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable or may be based on assumptions
made by CGMI in its discretionary judgment.
For a period of approximately three months following issuance
of the securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will
be indicated for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also
publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value
that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be
realized by CGMI or its affiliates over the term of the securities. The amount of this temporary upward adjustment will decline
to zero on a straight-line basis over the three-month temporary adjustment period. However, CGMI is not obligated to buy the securities
from investors at any time. See “Summary Risk Factors—The securities will not be listed on any securities exchange
and you may not be able to sell them prior to maturity.”
Certain Selling
Restrictions
Hong Kong Special Administrative Region
The contents of this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus have not been reviewed by any regulatory authority
in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). Investors are
advised to exercise caution in relation to the offer. If investors are in any doubt about any of the contents of this pricing supplement
and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, they should obtain independent
professional advice.
The securities have not been offered or sold and will not be
offered or sold in Hong Kong by means of any document, other than
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(i)
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to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or
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(ii)
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to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “Securities
and Futures Ordinance”) and any rules made under that Ordinance; or
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(iii)
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in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance
(Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
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Citigroup Global Markets Holdings Inc.
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There is no advertisement, invitation or document relating to
the securities which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to
be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and
Futures Ordinance and any rules made under that Ordinance.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits and are not covered by the Hong Kong Deposit Protection Scheme.
Singapore
This pricing supplement and the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus have not been registered as a prospectus with the Monetary Authority
of Singapore, and the securities will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore
(the “Securities and Futures Act”). Accordingly, the securities may not be offered or sold or made the subject of an
invitation for subscription or purchase nor may this pricing supplement or any other document or material in connection with the
offer or sale or invitation for subscription or purchase of any securities be circulated or distributed, whether directly or indirectly,
to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act,
(b) to a relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of
the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act,
or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures
Act. Where the securities are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person
which is:
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(a)
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a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited
investor; or
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(b)
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is
an individual who is an accredited investor, securities (as defined in Section 239(1) of the Securities and Futures Act) of that
corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferable for
6 months after that corporation or that trust has acquired the relevant securities pursuant to an offer under Section 275 of the
Securities and Futures Act except:
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(i)
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to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act or to any
person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act; or
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(ii)
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where no consideration is or will be given for the transfer; or
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(iii)
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where the transfer is by operation of law; or
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(iv)
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pursuant to Section 276(7) of the Securities and Futures Act; or
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(v)
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as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
of Singapore.
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Any securities referred to herein may not be registered with
any regulator, regulatory body or similar organization or institution in any jurisdiction.
The securities are Specified Investment Products (as defined
in the Notice on Recommendations on Investment Products and Notice on the Sale of Investment Product issued by the Monetary Authority
of Singapore on 28 July 2011) that is neither listed nor quoted on a securities market or a futures market.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits. These securities are not insured products subject to the provisions
of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011 of Singapore and are not eligible for deposit insurance
coverage under the Deposit Insurance Scheme.
Citigroup Global Markets Holdings Inc.
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Contact
Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.
© 2019 Citigroup Global Markets Inc. All rights
reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered
throughout the world.
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