Form 424B2 CITIGROUP INC
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Citigroup Global Markets Holdings Inc.
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July 18, 2024
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2024-USNCH22630
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-270327 and
333-270327-01
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Callable Contingent Coupon Equity Linked Securities Linked to
the Worst Performing of the Russell 2000® Index
and the S&P 500® Index Due July 23,
2026
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The securities offered by this pricing supplement
are unsecured debt securities issued by Citigroup
Global Markets Holdings Inc. and guaranteed by
Citigroup Inc. The securities offer the potential
for periodic contingent coupon payments at an
annualized rate that, if all are paid, would produce
a yield that is generally higher than the yield on
our conventional debt securities of the same
maturity. In exchange for this higher potential
yield, you must be willing to accept the risks that
(i) your actual yield may be lower than the yield on
our conventional debt securities of the same
maturity because you may not receive one or more, or
any, contingent coupon payments, and (ii) the value
of what you receive at maturity may be significantly
less than the stated principal amount of your
securities, and may be zero. Each of these risks
will depend solely on the performance of the
worst performing of the underlyings
specified below.
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We have the right to call the securities for
mandatory redemption on any potential redemption
date specified below.
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You will be subject to risks associated with
each of the underlyings and will be
negatively affected by adverse movements in
any one of the underlyings. Although you
will have downside exposure to the worst performing
underlying, you will not receive dividends with
respect to any underlying or participate in any
appreciation of any underlying.
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Investors in the securities must be willing to
accept (i) an investment that may have limited or no
liquidity and (ii) the risk of not receiving any
payments due under the securities if we and
Citigroup Inc. default on our obligations. All payments on the securities are subject to
the credit risk of Citigroup Global Markets
Holdings Inc. and Citigroup Inc.
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KEY TERMS
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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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Underlyings:
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Underlying
Initial underlying value*
Coupon barrier value**
Final barrier value**
Russell
2000® Index
2,198.287
1,318.972
1,318.972
S&P
500® Index
5,544.59
3,326.754
3,326.754
*For each underlying, its closing value
on the pricing date
**For each underlying, 60.00% of
its initial underlying value
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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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July 18, 2024
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Issue date:
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July 23, 2024
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Valuation dates:
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October 18, 2024, January 21, 2025, April 21, 2025,
July 18, 2025, October 20, 2025, January 20,
2026, April 20, 2026 and July 20, 2026 (the
“final valuation date”), each 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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Unless earlier redeemed, July 23, 2026
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Contingent coupon payment dates:
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The third business day after each valuation date,
except that the contingent coupon payment date
following the final valuation date will be the
maturity date
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Contingent coupon:
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On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal
to 2.00% of the stated principal amount of the
securities (equivalent to a contingent coupon rate
of 8.00% 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.
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Payment at maturity:
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If the securities are not redeemed prior to
maturity, you will receive at maturity for each
security you then hold (in addition to the final
contingent coupon payment, if applicable):
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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
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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 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:
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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
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Per security:
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$1,000.00
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$5.50
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$994.50
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Total:
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$3,011,000.00
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$16,560.50
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$2,994,439.50
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(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value
of the securities is $992.40 per security, which is less
than the issue price. The estimated value of the securities is
based on CGMI’s proprietary pricing models and our
internal funding rate. It is not an indication of actual profit
to CGMI or other of our affiliates, nor is it an indication of
the price, if any, at which CGMI or any other person may be
willing to buy the securities from you at any time after
issuance. See “Valuation of the Securities” in this
pricing supplement.
(2) For more information on the distribution of the
securities, see “Supplemental Plan of Distribution”
in this pricing supplement. In addition to the underwriting fee,
CGMI and its affiliates may profit from hedging activity related
to this offering, even if the value of the securities declines.
See “Use of Proceeds and Hedging” in the
accompanying prospectus.
Investing in the securities involves risks not associated
with an investment in conventional debt securities. See
“Summary Risk Factors” beginning on page
PS-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-04-10 dated March 7, 2023
Underlying Supplement No. 11 dated March 7, 2023
Prospectus Supplement and Prospectus each dated March 7, 2023
Prospectus Supplement and Prospectus each dated March 7, 2023
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.
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KEY TERMS (continued)
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Redemption:
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We may call the securities, in whole and not in
part, for mandatory redemption on any potential
redemption date upon not less than three business
days’ notice. Following an exercise of
our call right, you will receive for each security
you then hold an amount in cash equal to $1,000 plus
the related contingent coupon payment, if any.
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Potential redemption dates:
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The contingent coupon payment dates related to the
valuation dates scheduled to occur on October 18,
2024, January 21, 2025, April 21, 2025, July 18,
2025, October 20, 2025, January 20, 2026 and April
20, 2026
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Final underlying value:
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For each underlying, its closing value on the final
valuation date
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Worst performing underlying:
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For any valuation date, the underlying with the
lowest underlying return determined as of that
valuation date
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Underlying return:
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For each underlying on any valuation date, (i) its
closing value on that valuation date
minus its initial underlying value,
divided by (ii) its initial underlying
value
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CUSIP / ISIN:
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17332MEY6 / US17332MEY66
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PS-2
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Citigroup Global Markets Holdings Inc.
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Additional Information
The terms of the securities are set forth in the accompanying
product supplement, prospectus supplement and prospectus,
as supplemented by this pricing supplement. The
accompanying product supplement, prospectus supplement and
prospectus contain important disclosures that are not repeated
in this pricing supplement. For example, the accompanying
product supplement contains important information about how the
closing value of each underlying will be determined and about
adjustments that may be made to the terms of the securities upon
the occurrence of market disruption events and other specified
events with respect to each underlying. The accompanying
underlying supplement contains information about each underlying
that is not repeated in this pricing supplement. It is important
that you read the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus together with
this pricing supplement in connection with your investment in
the securities. Certain terms used but not defined in this
pricing supplement are defined in the accompanying product
supplement.
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PS-3
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Citigroup Global Markets Holdings Inc.
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Hypothetical Examples
The examples in the first section below illustrate how to
determine whether a contingent coupon will be paid following a
valuation date. The examples in the second section below
illustrate how to determine the payment at maturity on the
securities, assuming the securities are not redeemed prior to
maturity. The examples are solely for illustrative purposes, do
not show all possible outcomes and are not a prediction of any
payment that may be made on the securities.
The examples below are based on the following hypothetical
values and do not reflect the actual initial underlying values,
coupon barrier values or final barrier values of the
underlyings. For the actual initial underlying value, coupon
barrier value and final barrier value of each underlying, see
the cover page of this pricing supplement. We have used these
hypothetical values, rather than the actual values, to simplify
the calculations and aid understanding of how the securities
work. However, you should understand that the actual
payments on the securities will be calculated based on the
actual initial underlying value, coupon barrier value and final
barrier value of each underlying, and not the hypothetical
values indicated below. For ease of analysis, figures below have
been rounded.
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Underlying
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Hypothetical initial underlying value
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Hypothetical coupon barrier value
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Hypothetical final barrier value
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Russell 2000® Index
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100.00
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60.00 (60.00% of its hypothetical initial
underlying value)
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60.00 (60.00% of its hypothetical initial
underlying value)
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S&P 500® Index
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100.00
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60.00 (60.00% of its hypothetical initial
underlying value)
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60.00 (60.00% of its hypothetical initial
underlying value)
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Hypothetical Examples of Contingent Coupon Payments
Following a Valuation Date
The three hypothetical examples below illustrate how to
determine whether a contingent coupon will be paid following a
hypothetical valuation date, assuming that the closing values of
the underlyings on the hypothetical valuation date are as
indicated below.
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Hypothetical closing value of the Russell
2000® Index on hypothetical valuation date
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Hypothetical closing value of the S&P 500® Index on hypothetical valuation date
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Hypothetical payment per $1,000.00 security on
related contingent coupon payment date
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Example 1
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120
(underlying return = (120 - 100) / 100 = 20%) |
85
(underlying return = (85 - 100) / 100 = -15%) |
$20.00
(contingent coupon is paid) |
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Example 2
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45
(underlying return = (45 - 100) / 100 = -55%) |
120
(underlying return = (120 - 100) / 100 = 20%) |
$0.00
(no contingent coupon) |
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Example 3
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10
(underlying return = (10 - 100) / 100 = -90%) |
40
(underlying return = (40 - 100) / 100 = -60%) |
$0.00
(no contingent coupon) |
Example 1:
On the hypothetical valuation date, the S&P
500® Index has the lowest underlying return
and, therefore, is the worst performing underlying on the
hypothetical valuation date. In this scenario, the closing value
of the worst performing underlying on the hypothetical valuation
date is greater than its coupon barrier value. As a result,
investors in the securities would receive the contingent coupon
payment on the related contingent coupon payment date.
Example 2:
On the hypothetical valuation date, the Russell
2000® Index has the lowest underlying
return and, therefore, is the worst performing underlying on the
hypothetical valuation date. In this scenario, the closing value
of the worst performing underlying on the hypothetical valuation
date is less than its coupon barrier value. As a result,
investors would not receive any payment on the related
contingent coupon payment date.
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 Russell
2000® Index has the lowest underlying
return and, therefore, is the worst performing underlying on the
hypothetical valuation date. In this scenario, the closing value
of the worst performing underlying on the hypothetical valuation
date is less than its coupon barrier value. As a result,
investors would not receive any payment on the related
contingent coupon payment date.
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PS-4
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Citigroup Global Markets Holdings Inc.
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Hypothetical Examples of the Payment at Maturity on the
Securities
The next three hypothetical examples illustrate the calculation
of the payment at maturity on the securities, assuming that the
securities have not been earlier redeemed and that the final
underlying values of the underlyings are as indicated
below.
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Hypothetical final underlying value of the
Russell 2000® Index
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Hypothetical final underlying value of the
S&P 500® Index
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Hypothetical payment at maturity per $1,000.00
security
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Example 4
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110
(underlying return = (110 - 100) / 100 = 10%) |
120
(underlying return = (120 - 100) / 100 = 20%) |
$1,020.00
(contingent coupon is paid) |
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Example 5
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110
(underlying return = (110 - 100) / 100 = 10%) |
30
(underlying return = (30 - 100) / 100 = -70%) |
$300.00
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Example 6
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20
(underlying return = (20 - 100) / 100 = -80%) |
65
(underlying return = (65 - 100) / 100 = -35%) |
$200.00
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Example 4:
On the final valuation date, the Russell 2000®
Index has the lowest underlying return and, therefore, is the
worst performing underlying on the final valuation date. In this
scenario, the final underlying value of the worst performing
underlying on the final valuation date is 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 S&P
500® Index has the lowest underlying return
and, therefore, is the worst performing underlying on the final
valuation date. In this scenario, the final underlying value of
the worst performing underlying on the final valuation date is
less than its final barrier value. Accordingly, at maturity, you
would receive a payment per security calculated as
follows:
Payment at maturity = $1,000.00 + ($1,000.00 × the
underlying return of the worst performing underlying on the
final valuation date)
= $1,000.00 + ($1,000.00 × -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 Russell
2000® Index has the lowest underlying
return and, therefore, is the worst performing underlying on the
final valuation date. In this scenario, the final underlying
value of the worst performing underlying on the final valuation
date is less than its final barrier value. Accordingly, at
maturity, you would receive a payment per security calculated as
follows:
Payment at maturity = $1,000.00 + ($1,000.00 × the
underlying return of the worst performing underlying on the
final valuation date)
= $1,000.00 + ($1,000.00 × -80.00%)
= $1,000.00 + -$800.00
= $200.00
In this scenario, because the final underlying value of the
worst performing underlying on the final valuation date is
less than its final barrier value, you would lose a significant
portion of your investment in the securities. In addition,
because the final underlying value of the worst performing
underlying on the final valuation date is below its coupon
barrier value, you would not receive any contingent coupon
payment at maturity.
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.
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PS-5
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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 each underlying. Accordingly, the securities are
suitable only for investors who are capable of understanding
the complexities and risks of the securities. You should
consult your own financial, tax and legal advisors as to the
risks of an investment in the securities and the suitability of
the securities in light of your particular circumstances.
The following is a summary of certain key risk factors for
investors in the securities. You should read this summary
together with the more detailed description of risks relating to
an investment in the securities contained in the section
“Risk Factors Relating to the Securities” beginning
on page EA-7 in the accompanying product supplement. You should
also carefully read the risk factors included in the
accompanying prospectus supplement and in the documents
incorporated by reference in the accompanying prospectus,
including Citigroup Inc.’s most recent Annual Report on
Form 10-K and any subsequent Quarterly Reports on Form 10-Q,
which describe risks relating to the business of Citigroup Inc.
more generally.
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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 all
circumstances. If the securities are not redeemed
prior to maturity, your payment at maturity will
depend on the final underlying value of the worst
performing underlying on the final valuation date.
If the final underlying value of the worst
performing underlying on the final valuation date is
less than its final barrier value, you will lose 1%
of the stated principal amount of your securities
for every 1% by which the worst performing
underlying on the final valuation date has declined
from its initial underlying value. There is no
minimum payment at maturity on the securities, and
you may lose up to all of your investment.
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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 will be made on a
contingent coupon payment date if and only if the
closing value of the worst performing underlying on
the immediately preceding valuation date is greater
than or equal to its coupon barrier value. If the
closing value of the worst performing underlying on
any valuation date is less than its coupon barrier
value, you will not receive any contingent coupon
payment on the immediately following contingent
coupon payment date. If the closing value of the
worst performing underlying on each valuation date
is below its coupon barrier value, you will not
receive any contingent coupon payments over the term
of the securities.
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Higher contingent coupon rates are associated
with greater risk.
The securities offer contingent coupon payments at
an annualized rate that, if all are paid, would
produce a yield that is generally higher than the
yield on our conventional debt securities of the
same maturity. This higher potential yield is
associated with greater levels of expected risk as
of the pricing date for the securities, including
the risk that you may not receive a contingent
coupon payment on one or more, or any, contingent
coupon payment dates and the risk that the value of
what you receive at maturity may be
significantly less than the stated principal amount
of your securities and may be zero. The volatility
of, and correlation between, the closing values of
the underlyings are important factors affecting
these risks. Greater expected volatility of, and
lower expected correlation between, the closing
values of the underlyings as of the pricing date may
result in a higher contingent coupon rate, but would
also represent a greater expected likelihood as of
the pricing date that the closing value of the worst
performing underlying on one or more valuation dates
will be less than its coupon barrier value, such
that you will not receive one or more, or any,
contingent coupon payments during the term of the
securities and that the final underlying value of
the worst performing underlying on the final
valuation date will be less than its final barrier
value, such that you will not be repaid the stated
principal amount of your securities at
maturity.
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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 will perform
poorly, adversely affecting your return on the
securities.
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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 will be negatively affected. The
securities are not linked to a basket composed of
the underlyings, where the blended performance of
the underlyings would be better than the performance
of the worst performing underlying alone. Instead,
you are subject to the full risks of whichever of
the underlyings is the worst performing
underlying.
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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 will not benefit in any way from
the performance of any better performing
underlying.
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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 will not
exhibit this relationship. The less correlated the
underlyings, the more likely it is that any one of
the underlyings will perform poorly over the term of
the securities. All that is necessary for the
securities to perform poorly is for one of the
underlyings to perform poorly. It is impossible to
predict what the relationship between the
underlyings will be over the term of the securities.
The underlyings differ in significant ways and,
therefore, may not be correlated with each
other.
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You may not be adequately compensated for
assuming the downside risk of the worst
performing underlying.
The potential contingent coupon payments on the
securities are the compensation you receive for
assuming the downside risk of the worst performing
underlying, as well as all the other risks of the
securities. That compensation is effectively
“at risk” and may, therefore, be less
than you currently anticipate. First, the actual
yield you realize on the securities could be lower
than you anticipate because the coupon is
“contingent” and you may not receive a
contingent coupon payment on one or more, or
any, of the contingent coupon payment
dates.
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PS-6
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Citigroup Global Markets Holdings Inc.
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Second, the contingent coupon payments are the
compensation you receive not only for the downside
risk of the worst performing underlying, but also
for all of the other risks of the securities,
including the risk that the securities may be
redeemed prior to maturity, interest rate risk and
our and Citigroup Inc.’s credit risk. If those
other risks increase or are otherwise greater than
you currently anticipate, the contingent coupon
payments may turn out to be inadequate to compensate
you for all the risks of the securities,
including the downside risk of the worst performing
underlying.
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We may redeem the securities at our option,
which will limit your ability to receive the
contingent coupon payments.
We may redeem the securities on any potential
redemption date. In the event that we redeem the
securities, you will receive the stated principal
amount of your securities and the related contingent
coupon payment, if any. Thus, the term of the
securities may be limited. If we redeem the
securities prior to maturity, you will not receive
any additional contingent coupon payments. Moreover,
you may not be able to reinvest your funds in
another investment that provides a similar yield
with a similar level of risk. If we redeem the
securities prior to maturity, it is likely to be at
a time when the underlyings are performing in a
manner that would otherwise have been favorable to
you. By contrast, if the underlyings are performing
unfavorably from your perspective, we are less
likely to redeem the securities. If we redeem the
securities, we will do so at a time that is
advantageous to us and without regard to your
interests.
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The securities offer downside exposure to the
worst performing underlying, but no upside
exposure to any underlying. You will not participate in any appreciation
in the value of any underlying over the term of the
securities. Consequently, your return on the
securities will be limited to the contingent coupon
payments you receive, if any, and may be
significantly less than the return on any underlying
over the term of the securities. In addition, as an
investor in the securities, you will not receive any
dividends or other distributions or have any other
rights with respect to any of the underlyings.
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The performance of the securities will depend
on the closing values of the underlyings solely
on the valuation dates, which makes the
securities particularly sensitive to volatility
in the closing values of the underlyings on or
near the valuation dates.
Whether the contingent coupon will be paid on any
given contingent coupon payment date will depend on
the closing values of the underlyings solely on the
applicable valuation dates, regardless of the
closing values of the underlyings on other days
during the term of the securities. If the securities
are not redeemed prior to maturity, what you receive
at maturity will depend solely on the closing value
of the worst performing underlying on the final
valuation date, and not on any other day during the
term of the securities. Because the performance
of the securities depends on the closing values of
the underlyings on a limited number of dates, the
securities will be particularly sensitive to
volatility in the closing values of the underlyings
on or near the valuation dates. You should
understand that the closing value of each underlying
has historically been highly volatile.
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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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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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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 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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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, and correlation
between, the closing values of the underlyings,
dividend yields on the underlyings and interest
rates. CGMI’s views on these inputs may differ
from your or others’ views, and as an
underwriter in this offering, CGMI’s interests
may conflict with yours. Both the models and the
inputs to the models may prove to be wrong and
therefore not an accurate reflection of the value of
the securities. Moreover, the estimated value of the
securities set forth on the cover 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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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
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Citigroup Global Markets Holdings Inc.
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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.
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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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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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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 values of the
underlyings, the volatility of, and correlation
between, the closing values of the underlyings,
dividend yields on the underlyings, interest rates
generally, the time remaining to maturity and our
and Citigroup Inc.’s creditworthiness, as
reflected in our secondary market rate, among other
factors described under “Risk Factors Relating
to the Securities—Risk Factors Relating to All
Securities—The value of your securities
prior to maturity will fluctuate based on many
unpredictable factors” in the accompanying
product supplement. Changes in the closing values of
the underlyings may not result in a comparable
change in the value of your securities. You should
understand that the value of your securities at any
time prior to maturity may be significantly less
than the issue price.
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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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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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Our offering of the securities is not a
recommendation of any underlying. The fact that we are offering the securities
does not mean that we believe that investing in an
instrument linked to the underlyings is likely to
achieve favorable returns. In fact, as we are part
of a global financial institution, our affiliates
may have positions (including short positions) in
the underlyings or in instruments related to the
underlyings, and may publish research or express
opinions, that in each case are inconsistent with an
investment linked to the underlyings. These and
other activities of our affiliates may affect the
closing values of the underlyings in a way that
negatively affects the value of and your return on
the securities.
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The closing value of an underlying may be
adversely affected by our or our
affiliates’ hedging and other trading
activities. We have hedged our obligations under the
securities through CGMI or other of our affiliates,
who have taken positions in the underlyings or in
financial instruments related to the underlyings and
may adjust such positions during the term of the
securities. Our affiliates also take positions in
the underlyings or in financial instruments related
to the underlyings on a regular basis (taking long
or short positions or both), for their accounts, for
other accounts under their management or to
facilitate transactions on behalf of customers.
These activities could affect the closing values of
the underlyings in a way that negatively affects the
value of and your return on the securities. They
could also result in substantial returns for us or
our affiliates while the value of the securities
declines.
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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 underlyings in a way that
negatively affects the value of and your return on
the securities. They could also result in
substantial returns for us or our affiliates while
the value of the securities declines. In addition,
in the course of this business, we or our
affiliates may acquire non-public information, which
will not be disclosed to you.
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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 an underlying, CGMI, as
calculation agent, will be required to make
discretionary judgments that could significantly
affect your return on the securities. In making
these judgments, the calculation agent’s
interests as an affiliate of ours could be adverse
to your interests as a holder of the securities. See
“Risk Factors Relating to the
Securities—Risk Factors Relating to All
Securities—The calculation agent, which is an
affiliate of ours, will make important
determinations with respect to the securities”
in the accompanying product supplement.
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Citigroup Global Markets Holdings Inc.
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Changes that affect the underlyings may affect
the value of your securities. The sponsors of the underlyings may at any
time make methodological changes or other changes in
the manner in which they operate that could affect
the values of the underlyings. We are not affiliated
with any such underlying sponsor and, accordingly,
we have no control over any changes any such sponsor
may make. Such changes could adversely affect the
performance of the underlyings and the value of and
your return on the securities.
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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 described in
“United States Federal Tax
Considerations” below. If the IRS were
successful in asserting an alternative treatment of
the securities, the tax consequences of the
ownership and disposition of the securities might be
materially and adversely affected. Moreover, future
legislation, Treasury regulations or IRS guidance
could adversely affect the U.S. federal tax
treatment of the securities, possibly
retroactively.
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Non-U.S. investors should note that persons having withholding
responsibility in respect of the securities may withhold on any
coupon payment paid to a non-U.S. investor, generally at a rate
of 30%. To the extent that we have withholding responsibility in
respect of the securities, we intend to so withhold.
You should read carefully the discussion under “United
States Federal Tax Considerations” and “Risk Factors
Relating to the Securities” in the accompanying product
supplement and “United States Federal Tax
Considerations” in this pricing supplement. You should
also consult your tax adviser regarding the U.S. federal tax
consequences of an investment in the securities, as well as tax
consequences arising under the laws of any state, local or
non-U.S. taxing jurisdiction.
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PS-9
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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” 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 July 18, 2024 was
2,198.287.
The graph below shows the closing value of the Russell
2000® Index for each day such value was
available from January 2, 2014 to July 18, 2024. We obtained the
closing values from Bloomberg L.P., without independent
verification. You should not take historical closing values as
an indication of future performance.
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Russell 2000® Index – Historical Closing
Values
January 2, 2014 to July 18, 2024 |
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PS-10
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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 July 18, 2024 was
5,544.59.
The graph below shows the closing value of the S&P
500® Index for each day such value was
available from January 2, 2014 to July 18, 2024. We obtained the
closing values from Bloomberg L.P., without independent
verification. You should not take historical closing values as
an indication of future performance.
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S&P 500® Index – Historical Closing
Values
January 2, 2014 to July 18, 2024 |
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PS-11
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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.
Due to the lack of any controlling legal authority, there is
substantial uncertainty regarding the U.S. federal tax
consequences of an investment in the securities. In connection
with any information reporting requirements we may have in
respect of the securities under applicable law, we intend (in
the absence of an administrative determination or judicial
ruling to the contrary) to treat the securities for U.S. federal
income tax purposes as prepaid forward contracts with associated
coupon payments that will be treated as gross income to you at
the time received or accrued in accordance with your regular
method of tax accounting. In the opinion of our counsel, Davis
Polk & Wardwell LLP, which is based on current market
conditions, this treatment of the securities is reasonable under
current law; however, our counsel has advised us that it is
unable to conclude affirmatively that this treatment is more
likely than not to be upheld, and that alternative treatments
are possible.
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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Any coupon payments on the securities should be
taxable as ordinary income to you at the time
received or accrued in accordance with your regular
method of accounting for U.S. federal income tax
purposes.
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Upon a sale or exchange of a security (including
retirement at maturity), you should recognize
capital gain or loss equal to the difference between
the amount realized and your tax basis in the
security. For this purpose, the amount realized does
not include any coupon paid on retirement and may
not include sale proceeds attributable to an accrued
coupon, which may be treated as a coupon payment.
Such gain or loss should be long-term capital gain
or loss if you held the security for more than one
year.
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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.
Withholding Tax on Non-U.S. Holders. Because significant
aspects of the tax treatment of the securities are uncertain,
persons having withholding responsibility in respect of the
securities may withhold on any coupon payment paid to Non-U.S.
Holders (as defined in the accompanying product supplement),
generally at a rate of 30%. To the extent that we have (or an
affiliate of ours has) withholding responsibility in respect of
the securities, we intend to so withhold. In order to claim an
exemption from, or a reduction in, the 30% withholding, you
may need to comply with certification requirements to establish
that you are not a U.S. person and are eligible for such an
exemption or reduction under an applicable tax treaty. You
should consult your tax adviser regarding the tax treatment of
the securities, including the possibility of obtaining a refund
of any amounts withheld and the certification requirement
described above.
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, 2027 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).
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.
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 $5.50 for each
security sold in this offering. From this underwriting fee, CGMI
will pay selected dealers not affiliated with CGMI a fixed
selling concession of $5.50 for each security they sell. For the
avoidance of doubt, any fees or selling concessions described in
this pricing supplement will not be rebated if we redeem the
securities prior to maturity.
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Citigroup Global Markets Holdings Inc.
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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.”
Validity of the Securities
In the opinion of Davis Polk & Wardwell LLP, as special
products counsel to Citigroup Global Markets Holdings Inc., when
the securities offered by this pricing supplement have been
executed and issued by Citigroup Global Markets Holdings Inc.
and authenticated by the trustee pursuant to the indenture, and
delivered against payment therefor, such securities and the
related guarantee of Citigroup Inc. will be valid and binding
obligations of Citigroup Global Markets Holdings Inc. and
Citigroup Inc., respectively, enforceable in accordance with
their respective terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights
generally, concepts of reasonableness and equitable principles
of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith),
provided that such counsel expresses no opinion as to the effect
of fraudulent conveyance, fraudulent transfer or similar
provision of applicable law on the conclusions expressed above.
This opinion is given as of the date of this pricing supplement
and is limited to the laws of the State of New York, except that
such counsel expresses no opinion as to the application of state
securities or Blue Sky laws to the securities.
In giving this opinion, Davis Polk & Wardwell LLP has
assumed the legal conclusions expressed in the opinions set
forth below of Alexia Breuvart, Secretary and General Counsel of
Citigroup Global Markets Holdings Inc., and Karen Wang, Senior
Vice President – Corporate Securities Issuance Legal of
Citigroup Inc. In addition, this opinion is subject to the
assumptions set forth in the letter of Davis Polk & Wardwell
LLP dated February 14, 2024, which has been filed as an exhibit
to a Current Report on Form 8-K filed by Citigroup Inc. on
February 14, 2024, that the indenture has been duly authorized,
executed and delivered by, and is a valid, binding and
enforceable agreement of, the trustee and that none of the terms
of the securities nor the issuance and delivery of the
securities and the related guarantee, nor the compliance by
Citigroup Global Markets Holdings Inc. and Citigroup Inc. with
the terms of the securities and the related guarantee
respectively, will result in a violation of any provision of any
instrument or agreement then binding upon Citigroup Global
Markets Holdings Inc. or Citigroup Inc., as applicable, or any
restriction imposed by any court or governmental body having
jurisdiction over Citigroup Global Markets Holdings Inc. or
Citigroup Inc., as applicable.
In the opinion of Alexia Breuvart, Secretary and General
Counsel of Citigroup Global Markets Holdings Inc., (i) the terms
of the securities offered by this pricing supplement have been
duly established under the indenture and the Board of Directors
(or a duly authorized committee thereof) of Citigroup Global
Markets Holdings Inc. has duly authorized the issuance and sale
of such securities and such authorization has not been modified
or rescinded; (ii) Citigroup Global Markets Holdings Inc. is
validly existing and in good standing under the laws of the
State of New York; (iii) the indenture has been duly authorized,
executed and delivered by Citigroup Global Markets Holdings
Inc.; and (iv) the execution and delivery of such indenture and
of the securities offered by this pricing supplement by
Citigroup Global Markets Holdings Inc., and the performance by
Citigroup Global Markets Holdings Inc. of its obligations
thereunder, are within its corporate powers and do not
contravene its certificate of incorporation or bylaws or
other constitutive documents. This opinion is given as of the
date of this pricing supplement and is limited to the laws of
the State of New York.
Alexia Breuvart, or other internal attorneys with whom she has
consulted, has examined and is familiar with originals, or
copies certified or otherwise identified to her satisfaction, of
such corporate records of Citigroup Global Markets Holdings
Inc., certificates or documents as she has deemed appropriate as
a basis for the opinions expressed above. In such examination,
she or such persons has assumed the legal capacity of all
natural persons, the genuineness of all signatures (other than
those of officers of Citigroup Global Markets Holdings Inc.),
the authenticity of all documents submitted to her or such
persons as originals, the conformity to original documents of
all documents submitted to her or such persons as certified or
photostatic copies and the authenticity of the originals of such
copies.
In the opinion of Karen Wang, Senior Vice President –
Corporate Securities Issuance Legal of Citigroup Inc., (i) the
Board of Directors (or a duly authorized committee thereof) of
Citigroup Inc. has duly authorized the guarantee of such
securities by Citigroup Inc. and such authorization has not been
modified or rescinded; (ii) Citigroup Inc. is validly existing
and in good standing under the laws of the State of Delaware;
(iii) the indenture has been duly authorized, executed and
delivered by Citigroup Inc.; and (iv) the execution and delivery
of such indenture, and the performance by Citigroup Inc. of its
obligations thereunder, are within its corporate powers and do
not contravene its certificate of incorporation or bylaws or
other
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PS-13
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Citigroup Global Markets Holdings Inc.
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constitutive documents. This opinion is given as of the
date of this pricing supplement and is limited to the General
Corporation Law of the State of Delaware.
Karen Wang, or other internal attorneys with whom she has
consulted, has examined and is familiar with originals, or
copies certified or otherwise identified to her satisfaction, of
such corporate records of Citigroup Inc., certificates or
documents as she has deemed appropriate as a basis for the
opinions expressed above. In such examination, she or such
persons has assumed the legal capacity of all natural persons,
the genuineness of all signatures (other than those of officers
of Citigroup Inc.), the authenticity of all documents submitted
to her or such persons as originals, the conformity to original
documents of all documents submitted to her or such persons as
certified or photostatic copies and the authenticity of the
originals of such copies.
Contact
Clients may contact their local brokerage representative.
Third-party distributors may contact Citi Structured Investment
Sales at (212) 723-7005.
© 2024 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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ATTACHMENTS / EXHIBITS
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