(1) On the date of this pricing supplement, the estimated value
of the securities is $971.90 per security, which is less than the public offering price. The estimated value of the securities
is based on Citigroup Global Market Inc.’s (“CGMI”) 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
any 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, an affiliate of Citigroup Global Markets Holdings Inc.,
as the lead agent for the offering, has agreed to sell the securities to Wells Fargo, as agent. Wells Fargo will receive an underwriting
discount and commission of 2.175% ($21.75) for each security it sells. Wells Fargo will pay selected dealers, which may include
Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of its affiliates, Wells Fargo Clearing
Services, LLC and Wells Fargo Advisors Financial Network, LLC), a fixed selling commission of 1.50% ($15.00) for each security
they sell. In addition to the selling commission allowed to WFA, Wells Fargo will pay $0.75 per security of the underwriting discount
and commission to WFA as a distribution expense fee for each security sold by WFA. The total underwriting discount and commission
and proceeds to Citigroup Global Markets Holdings Inc. shown above give effect to the actual underwriting discount and commission
provided for the sale of the securities. See “Supplemental Plan of Distribution” below and “Use of Proceeds and
Hedging” in the accompanying prospectus for further information regarding how we have hedged our obligations under the securities.
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, underlying 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 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.
When we refer to “we,” “us”
and “our” in this pricing supplement, we refer only to Citigroup Global Market Holdings Inc. and not to any of its
affiliates, including Citigroup Inc.
You may access the product supplement,
underlying supplement and prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has
changed, by reviewing our filings for the relevant date on the SEC website):
The securities are not designed for, and
may not be a suitable investment for, investors who:
The timing and amount of the payment you
will receive will be determined as follows:
|
Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
|
|
|
Determining Timing and Amount of Payment on the Securities
|
The table below illustrates how the amount payable per security
will be calculated if the closing value of the underlying on any valuation date (including the final valuation date) is greater
than or equal to the initial underlying value.
|
If the first valuation date on which the closing value of the underlying is greater than or equal to the initial underlying value is . . .
|
. . . then you will receive the following payment per $1,000 security upon automatic redemption:
|
|
April 30, 2020
|
$1,000 + applicable call premium = $1,000 + $35.00 = $1,035.00
|
|
October 30, 2020
|
$1,000 + applicable call premium = $1,000 + $70.00 = $1,070.00
|
|
April 30, 2021
|
$1,000 + applicable call premium = $1,000 + $105.00 = $1,105.00
|
|
November 1, 2021
|
$1,000 + applicable call premium = $1,000 + $140.00 = $1,140.00
|
|
May 2, 2022
|
$1,000 + applicable call premium = $1,000 + $175.00 = $1,175.00
|
|
October 31, 2022
|
$1,000 + applicable call premium = $1,000 + $210.00 = $1,210.00
|
|
May 1, 2023
|
$1,000 + applicable call premium = $1,000 + $245.00 = $1,245.00
|
|
October 30, 2023 (the final valuation date)
|
$1,000 + applicable call premium = $1,000 + $280.00 = $1,280.00
|
If the closing value of the underlying on any valuation date
is less than the initial underlying value, you will not receive the call premium indicated above following that valuation date.
In order to receive the call premium indicated above, the closing value of the underlying on the applicable valuation date must
be greater than or equal to the initial underlying value.
The diagram below illustrates your payment
at maturity, assuming the securities are not automatically called for redemption prior to or at maturity, for a range of hypothetical
percentage changes from the initial underlying value to the final underlying value (referred to as the “underlying return”
in the diagram below). Your payment at maturity (if the securities are not automatically called for redemption prior to or at maturity)
will depend on the actual final underlying value.
Investors in the securities will not
receive any dividends with respect to the securities included in the underlying. The diagram below does 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 Securities Included In The Underlying” below.
|
Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
|
|
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.
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 automatically called for redemption prior to or at maturity, your payment at maturity will depend on the
final underlying value. If the final underlying value is less than the trigger value, you will lose 1% of the stated principal
amount of the securities for every 1% by which the underlying has declined from the initial underlying value. There is no minimum
payment at maturity on the securities, and you may lose up to all of your investment.
The Securities Do
Not Pay Interest.
Unlike conventional debt securities, the securities do not pay
interest. You should not invest in the securities if you seek current income during the term of the securities.
Your Potential Return On The Securities Is Limited.
Your potential return on the securities is limited to the applicable
call premium payable upon automatic call. If the closing value of the underlying on one of the valuation dates is greater than
or equal to the initial underlying value, you will be repaid the stated principal amount of your securities and will receive the
fixed call premium applicable to that valuation date, regardless of how significantly the closing value of the underlying on that
valuation date may exceed the initial underlying value. Accordingly, any call premium may result in a return on the securities
that is significantly less than the return you could have achieved on a direct investment in the underlying.
Higher Call Premiums Are Associated
With Greater Risk.
The securities offer the potential to receive
a call premium that reflects a per annum rate that 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 the securities will not be automatically called for redemption and 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 the underlying is an important factor affecting these risks. Greater expected volatility of the underlying
as of the pricing date may result in a higher call premium, but would also represent a greater expected likelihood as of the pricing
date that (i) the closing value of the underlying on one or more valuation dates will be less than the initial underlying value,
such that you will not receive any call premium and (ii) the securities will not be automatically called for redemption and the
final underlying value will be less than the trigger value, such that you will not be repaid the stated principal amount of your
securities at maturity.
The Securities May Be Automatically Called For Redemption
Prior To Maturity, Limiting The Term Of The Securities.
If the closing value of the underlying on any valuation date
is greater than or equal to the initial underlying value, the securities will be automatically called for redemption. If the securities
are automatically called for redemption following any valuation date, they will cease to be outstanding and you will not receive
the call premium applicable to any later valuation date. Moreover, you may not be able to reinvest your funds in another investment
that provides a similar yield with a similar level of risk.
|
Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
|
|
The Securities Offer Downside Exposure To The Underlying,
But No Upside Exposure To The Underlying.
You will not participate in any appreciation in the value of
the underlying over the term of the securities. Consequently, your return on the securities will be limited to the applicable call
premium payable upon an automatic call and may be significantly less than the return on the underlying over the term of the securities.
You Will Not Receive
Dividends Or Have Any Other Rights With Respect To The Securities Included In The Underlying.
You will not receive
any dividends with respect to the securities included in 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 securities included
in the underlying.
The Performance Of The Securities Will Depend On The Closing
Values Of The Underlying Solely On The Valuation Dates, Which Makes The Securities Particularly Sensitive To Volatility In The
Closing Values Of The Underlying On Or Near The Valuation Dates.
Whether the securities will be automatically called for redemption
will depend on the closing values of the underlying solely on the valuation dates, regardless of the closing value of the underlying
on other days during the term of the securities. If the securities are not automatically called for redemption, what you receive
at maturity will depend solely on the final underlying value, 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 underlying on a limited number of dates, the securities
will be particularly sensitive to volatility in the closing values of the underlying. You should understand that the closing value
of the underlying has historically been highly volatile.
The Securities Are
Subject To The Credit Risk Of Citigroup Global Markets Holdings Inc. And Citigroup Inc.
If we default on our
obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to
you under the securities.
The Securities Will Not Be Listed On
Any Securities Exchange And You May Not Be Able To Sell Them Prior To Maturity.
The securities will not be listed on any
securities exchange. Therefore, there may be little or no secondary market for the securities. We have been advised that Wells
Fargo currently intends to make a secondary market in relation to the securities. However, Wells Fargo may suspend or terminate
making a market without notice, at any time and for any reason. If Wells Fargo suspends or terminates making a market, there may
be no secondary market at all for the securities because it is likely that Wells Fargo 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.
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 Public Offering
Price.
The difference is attributable to certain
costs associated with selling, structuring and hedging the securities that are included in the public offering 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 and/or Wells Fargo or its affiliates in connection with
hedging our obligations under the securities. These costs adversely affect the economic terms of the securities because, if they
were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities are also
likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities.
See “The Estimated Value Of The Securities Would Be Lower If It Were Calculated Based On Our Secondary Market Rate”
below.
The Estimated Value Of The Securities
Was Determined For Us By Our Affiliate Using Proprietary Pricing Models.
CGMI derived the estimated value disclosed
on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary judgments
about the inputs to its models, such as the volatility of the underlying, the dividend yields on the securities included in 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.
|
Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
|
|
The Estimated Value Of The Securities
Would Be Lower If It Were Calculated Based On Wells Fargo’s Determination of The Secondary Market Rate With Respect To Us.
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. We expect that our internal funding rate is generally lower than Wells Fargo’s
determination of the secondary market rate with respect to us, which is the rate that we expect Wells Fargo 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 Wells Fargo’s determination of the secondary market rate with respect
to us, 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, Wells Fargo may determine the secondary market rate with respect
to us for purposes of any purchase of the securities from you in the secondary market 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 Wells Fargo may deem appropriate.
The Estimated Value Of The Securities
Is Not An Indication Of The Price, If Any, At Which Any 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, we expect that any value of the securities determined for purposes of a secondary market
transaction will be based on Wells Fargo’s determination of the secondary market rate with respect to us, which will likely
result in a lower value for the securities than if our internal funding rate were used. In addition, we expect that 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 may be reduced by 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
public offering price.
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, dividend yields
on the securities included in 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 values 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 public offering price.
We Have Been Advised That, Immediately
Following Issuance, Any Secondary Market Bid Price Provided By Wells Fargo, And The Value That Will Be Indicated On Any Brokerage
Account Statements Prepared By Wells Fargo 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.
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 or Wells Fargo or its affiliates believe that investing in an instrument linked to the underlying is likely
to achieve favorable returns. In fact, as we and Wells Fargo and its affiliates are each part of respective global financial institutions,
our affiliates and affiliates of Wells Fargo 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 or of Wells Fargo or its affiliates may affect the closing
values of the underlying in a way that negatively affects the value of and your return on the securities.
The Closing Value Of The Underlying
May Be Adversely Affected By Our Or Our Affiliates’, Or By Wells Fargo And Its Affiliates’, Hedging And Other Trading
Activities.
We expect to hedge our obligations under
the securities through CGMI or other of our affiliates and/or Wells Fargo or its affiliates, who may take positions in the underlying
or in financial instruments related to the underlying and may adjust such positions during the term
|
Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
|
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of the securities. Our affiliates and Wells
Fargo and its affiliates may 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 values 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
or Wells Fargo and its affiliates while the value of the securities declines.
We And Our Affiliates And Wells Fargo
And Its Affiliates May Have Economic Interests That Are Adverse To Yours As A Result Of Our And Their Respective Business Activities.
Our affiliates and Wells Fargo and its
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 or Wells Fargo or its affiliates while the value of the securities declines. In addition, in the course
of this business, we or our affiliates or Wells Fargo or its affiliates may acquire non-public information, which will not be disclosed
to you.
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 “Risks Relating to the Securities—Risks 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.
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 such 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.
The Stated Maturity Date May Be Postponed
If The Final Valuation Date is Postponed.
The final valuation date will be postponed
if the originally scheduled final valuation date is not a trading day or if the calculation agent determines that a market disruption
event has occurred or is continuing on the final valuation date. If such a postponement occurs, the stated maturity date will be
the later of (i) the initial stated maturity date and (ii) three business days after the final valuation date as postponed.
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.
Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the
securities, possibly retroactively.
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.
|
Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
|
|
If the securities are automatically
called for redemption:
If the securities are automatically called
for redemption prior to or at maturity, you will receive the stated principal amount of your securities plus the call premium
applicable to the related valuation date. In the event the securities are automatically called for redemption following a valuation
date, your total return on the securities will equal the applicable call premium received with respect to that valuation date.
If the securities are not automatically
called for redemption:
If
the securities are not automatically called for redemption, the table below is based on a range of hypothetical underlying
returns and illustrates:
|
|
•
|
the hypothetical percentage change from the initial underlying value to the final underlying value
(which we refer to as the “underlying return”);
|
|
|
•
|
the hypothetical payment at maturity per security; and
|
|
|
•
|
the hypothetical total pre-tax rate of return.
|
The table below is based on a hypothetical
initial underlying value of 100 and does not reflect the actual initial underlying value.
|
|
|
|
|
|
Hypothetical
final underlying value
|
Hypothetical underlying return
|
Hypothetical payment at maturity per security
|
Hypothetical total pre-tax rate of return
|
|
99.99
|
-0.01%
|
$1,000.00
|
0.00%
|
|
95.00
|
-5.00%
|
$1,000.00
|
0.00%
|
|
90.00
|
-10.00%
|
$1,000.00
|
0.00%
|
|
85.00
|
-15.00%
|
$1,000.00
|
0.00%
|
|
84.99
|
-15.01%
|
$849.90
|
-15.01%
|
|
80.00
|
-20.00%
|
$800.00
|
-20.00%
|
|
70.00
|
-30.00%
|
$700.00
|
-30.00%
|
|
60.00
|
-40.00%
|
$600.00
|
-40.00%
|
|
50.00
|
-50.00%
|
$500.00
|
-50.00%
|
|
25.00
|
-75.00%
|
$250.00
|
-75.00%
|
|
0.00
|
-100.00%
|
$0.00
|
-100.00%
|
The above
figures are for purposes of illustration only and may have been rounded for ease of analysis.
|
Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
|
|
The examples below illustrate how to determine
the payment at maturity on the securities, assuming the various hypothetical final underlying values indicated below and that the
securities are not automatically called for redemption prior to or at maturity. 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. The
actual payment at maturity (if the securities are not automatically called for redemption) will depend on the actual final underlying
value.
The examples below are based on a hypothetical
initial underlying value of 100, rather than the actual initial underlying value. For the actual initial underlying value, see
“Terms of the Securities” above. We have used this hypothetical value, rather than the actual value, 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, and not the hypothetical value indicated below.
The examples below are intended to illustrate
how, if the securities are not automatically called for redemption prior to or at maturity, your payment at maturity will depend
on the final underlying value. Your actual payment at maturity per security will depend on the actual final underlying value.
Example 1—Par Scenario. The
hypothetical final underlying value is 95 (a 5% decrease from the initial underlying value), which is less than the initial
underlying value but greater than the trigger value.
Payment at maturity per security = $1,000
Because the hypothetical final underlying
value is less than the initial underlying value but greater than the trigger value, you would be repaid the stated principal amount
of your securities at maturity but would not receive any call premium.
Example 2—Downside Scenario.
The hypothetical final underlying value is 50 (a 50% decrease from the initial underlying value), which is less than the
trigger value.
Payment at maturity per security = $1,000 - ($1,000 ×
initial underlying value – final underlying value )
initial underlying value
= $1,000 - ($1,000 × 100 – 50)
100
= $1,000 - ($1,000 × 50%)
= $1,000 - $500
= $500
Because the hypothetical final underlying
value is less than the trigger value, your payment at maturity in this scenario would reflect 1-to-1 exposure to the negative performance
of the underlying from the initial underlying value to the final underlying value.
|
Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
|
|
|
Additional Terms of the Securities
|
The following provisions supersede the
provisions in the product supplement to the extent that they are inconsistent from those provisions.
Certain Definitions
A “trading day”
means a day, as determined by the calculation agent, on which (i) the relevant stock exchanges with respect to each security
underlying the underlying are scheduled to be open for trading for their respective regular trading sessions and
(ii) each related futures or options exchange is scheduled to be open for trading for its regular trading session.
The “relevant stock exchange”
for any security underlying the underlying means the primary exchange or quotation system on which such security is traded, as
determined by the calculation agent.
The “related futures or options exchange”
for the underlying means an exchange or quotation system where trading has a material effect (as determined by the calculation
agent) on the overall market for futures or options contracts relating to the underlying.
Postponement of a Valuation Date
If any scheduled valuation date is not a trading day, such valuation
date will be postponed to the next succeeding day that is a trading day. A valuation date is also subject to postponement due to
the occurrence of a market disruption event. See “—Market Disruption Events.”
A “market disruption event” with respect to the
underlying means any of the following events as determined by the calculation agent in its sole discretion:
|
|
(A)
|
The occurrence or existence of a material suspension of or limitation imposed on trading by the
relevant stock exchanges or otherwise relating to securities which then comprise 20% or more of the level of the underlying or
any successor index at any time during the one-hour period that ends at the close of trading on that day, whether by reason of
movements in price exceeding limits permitted by those relevant stock exchanges or otherwise.
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|
|
(B)
|
The occurrence or existence of a material suspension of or limitation imposed on trading by any
related futures or options exchange or otherwise in futures or options contracts relating to the underlying or any successor index
on any related futures or options exchange at any time during the one-hour period that ends at the close of trading on that day,
whether by reason of movements in price exceeding limits permitted by the related futures or options exchange or otherwise.
|
|
|
(C)
|
The occurrence or existence of any event, other than an early closure, that materially disrupts
or impairs the ability of market participants in general to effect transactions in, or obtain market values for, securities that
then comprise 20% or more of the level of the underlying or any successor index on their relevant stock exchanges at any time during
the one-hour period that ends at the close of trading on that day.
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(D)
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The occurrence or existence of any event, other than an early closure, that materially disrupts
or impairs the ability of market participants in general to effect transactions in, or obtain market values for, futures or options
contracts relating to the underlying or any successor index on any related futures or options exchange at any time during the one-hour
period that ends at the close of trading on that day.
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(E)
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The closure on any exchange business day of the relevant stock exchanges on which securities that
then comprise 20% or more of the level of the underlying or any successor index are traded or any related futures or options exchange
with respect to the underlying or any successor index prior to its scheduled closing time unless the earlier closing time is announced
by the relevant stock exchange or related futures or options exchange, as applicable, at least one hour prior to the earlier of
(1) the actual closing time for the regular trading session on such relevant stock exchange or related futures or options exchange,
as applicable, and (2) the submission deadline for orders to be entered into the relevant stock exchange or related futures or
options exchange, as applicable, system for execution at such actual closing time on that day.
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
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(F)
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The relevant stock exchange for any security underlying the underlying or successor index or any
related futures or options exchange with respect to the underlying or successor index fails to open for trading during its regular
trading session.
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For purposes of determining whether a market
disruption event has occurred with respect to the underlying:
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(1)
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the relevant percentage contribution of a security to the level of the underlying or any successor
index will be based on a comparison of (x) the portion of the level of the underlying attributable to that security and (y) the
overall level of the underlying or successor index, in each case immediately before the occurrence of the market disruption event;
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(2)
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the “close of trading” on any trading day for the underlying or any successor index
means the scheduled closing time of the relevant stock exchanges with respect to the securities underlying the underlying or successor
index on such trading day; provided that, if the actual closing time of the regular trading session of any such relevant stock
exchange is earlier than its scheduled closing time on such trading day, then (x) for purposes of clauses (A) and (C) of the definition
of “market disruption event” above, with respect to any security underlying the underlying or successor index for which
such relevant stock exchange is its relevant stock exchange, the “close of trading” means such actual closing time
and (y) for purposes of clauses (B) and (D) of the definition of “market disruption event” above, with respect
to any futures or options contract relating to the underlying or successor index, the “close of trading” means the
latest actual closing time of the regular trading session of any of the relevant stock exchanges, but in no event later than the
scheduled closing time of the relevant stock exchanges;
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(3)
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the “scheduled closing time” of any relevant stock exchange or related futures or options
exchange on any trading day for the underlying or any successor index means the scheduled weekday closing time of such relevant
stock exchange or related futures or options exchange on such trading day, without regard to after hours or any other trading outside
the regular trading session hours; and
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(4)
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an “exchange business day” means any trading day for the underlying or any successor
index on which each relevant stock exchange for the securities underlying the underlying or any successor index and each related
futures or options exchange with respect to the underlying or any successor index are open for trading during their respective
regular trading sessions, notwithstanding any such relevant stock exchange or related futures or options exchange closing prior
to its scheduled closing time.
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If a market disruption event occurs or
is continuing on any valuation date, then such valuation date will be postponed to the first succeeding trading day on which a
market disruption event has not occurred and is not continuing; however, if such first succeeding trading day has not occurred
as of the eighth trading day after the originally scheduled valuation date, that eighth trading day shall be deemed to be the valuation
date. If a valuation date has been postponed eight trading days after the originally scheduled valuation date and a market disruption
event occurs or is continuing on such eighth trading day, the calculation agent will determine the closing value of the underlying
on such eighth trading day in accordance with the formula for and method of calculating the closing value of the underlying last
in effect prior to commencement of the market disruption event, using the closing price (or, with respect to any relevant security,
if a market disruption event has occurred with respect to such security, its good faith estimate of the value of such security
at the scheduled closing time of the relevant stock exchange for such security or, if earlier, the actual closing time of the regular
trading session of such relevant stock exchange) on such date of each security included in the underlying. As used herein, “closing
price” means, with respect to any security on any date, the relevant stock exchange traded or quoted price of such security
as of the scheduled closing time of the relevant stock exchange for such security or, if earlier, the actual closing time of the
regular trading session of such relevant stock exchange
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
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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—The S&P 500® Index” 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 30, 2019 was 3,046.77.
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 October 30, 2019. 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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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
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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 capital gain or loss equal to the difference between the amount realized and your tax basis in the security.
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.
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).
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.
|
Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
|
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Supplemental Plan of Distribution
|
Pursuant to the terms of the Amended and
Restated Global Selling Agency Agreement, dated April 7, 2017, CGMI, acting as principal, will purchase the securities from Citigroup
Global Markets Holdings Inc. CGMI, as the lead agent for the offering, has agreed to sell the securities to Wells Fargo, as agent.
Wells Fargo will receive an underwriting discount and commission of 2.175% ($21.75) for each security it sells. Wells Fargo will
pay selected dealers, which may include WFA, a fixed selling commission of 1.50% ($15.00) for each security they sell. In addition
to the selling commission allowed to WFA, Wells Fargo will pay $0.75 per security of the underwriting discount and commission to
WFA as a distribution expense fee for each security sold by WFA.
The public offering price of the securities
includes the underwriting discount and commission described on the cover page of this pricing supplement and the estimated cost
of hedging our obligations under the securities. We expect to hedge our obligations under the securities through affiliated or
unaffiliated counterparties, which may include our affiliates or affiliates of Wells Fargo. Our cost of hedging will include the
projected profit that such counterparties, which may include our affiliates and affiliates of Wells Fargo, expect to realize in
consideration for assuming the risks inherent in hedging our obligations under the securities. Because hedging our obligations
entails risks and may be influenced by market forces beyond the control of any counterparty, which may include our affiliates and
affiliates of Wells Fargo, such hedging may result in a profit that is more or less than expected, or could result in a loss.
This pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus may be used by Wells Fargo or an affiliate of Wells
Fargo in connection with offers and sales related to market-making or other transactions in the securities. Wells Fargo or an affiliate
of Wells Fargo may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market
prices at the time of sale or otherwise.
No action has been or will be taken by
Citigroup Global Markets Holdings Inc., Wells Fargo or any broker-dealer affiliates of any of them that would permit a public offering
of the securities or possession or distribution of this pricing supplement or the accompanying product supplement, underlying supplement,
prospectus supplement or prospectus in any jurisdiction, other than the United States, where action for that purpose is required.
No offers, sales or deliveries of the securities, or distribution of this pricing supplement, the accompanying product supplement,
underlying supplement or prospectus supplement and prospectus, may be made in or from any jurisdiction except in circumstances
that will result in compliance with any applicable laws and regulations and will not impose any obligations on Citigroup Global
Markets Holdings Inc., Wells Fargo or any broker-dealer affiliates of any of them.
For the following jurisdictions, please
note specifically:
Argentina
Citigroup Global Markets Holdings Inc.’s
Series N Medium-Term Senior Notes program and the related offer of the securities and the sale of the securities under the terms
and conditions provided herein does not constitute a public offering in Argentina. Consequently, no public offering approval has
been requested or granted by the Comisión Nacional de Valores, nor has any listing authorization of the securities been
requested on any stock market in Argentina.
Brazil
The securities may not be offered or sold
to the public in Brazil. Accordingly, this pricing supplement and the accompanying prospectus supplement and prospectus have not
been submitted to the Comissão de Valores Mobiliáros for approval. Documents relating to this offering may not be
supplied to the public as a public offering in Brazil or be used in connection with any offer for subscription or sale to the public
in Brazil.
Chile
The securities have not been registered
with the Superintendencia de Valores y Seguros in Chile and may not be offered or sold publicly in Chile. No offer, sales or deliveries
of the securities, or distribution of this pricing supplement or the prospectus supplement and prospectus, may be made in or from
Chile except in circumstances that will result in compliance with any applicable Chilean laws and regulations.
Mexico
The securities have not been registered
with the National Registry of Securities maintained by the Mexican National Banking and Securities Commission and may not be offered
or sold publicly in Mexico. This pricing supplement and the accompanying prospectus supplement and prospectus may not be publicly
distributed in Mexico.
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
|
|
Paraguay
This is a private and personal offering.
The securities offered have not been approved by or registered with the National Securities Commission (Comisión Nacional
de Valores) and are not part of a public offering as defined by the Paraguayan Securities Law. The information contained herein
is for informational and marketing purposes only and should not be taken as an investment advice.
Peru
The securities have not been and will not be registered with
the Capital Markets Public Registry of the Capital Markets Superintendence (SMV) nor the Lima Stock Exchange Registry (RBVL) for
their public offering in Peru under the Peruvian Capital Markets Law (Law N°861/ Supreme Decree N°093-2002) and the decrees
and regulations thereunder.
Consequently, the securities may not be
offered or sold, directly or indirectly, nor may this pricing supplement and the accompanying product supplement, prospectus supplement
and prospectus or any other offering material relating to the securities be distributed or caused to be distributed in Peru to
the general public. The securities may only be offered in a private offering without using mass marketing, which is defined as
a marketing strategy utilizing mass distribution and mass media to offer, negotiate or distribute securities to the whole market.
Mass media includes newspapers, magazines, radio, television, mail, meetings, social networks, Internet servers located in Peru,
and other media or technology platforms.
Taiwan
These securities may be made available
outside Taiwan for purchase by Taiwan residents outside Taiwan but may not be offered or sold in Taiwan.
|
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.
We have been advised that, for a period
of approximately four months following issuance of the securities, the price, if any, at which Wells Fargo 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 Wells Fargo or its affiliates, 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 costs associated with selling, structuring and hedging
the securities that are included in the public offering price of the securities. The amount of this temporary upward adjustment
will decline to zero on a straight-line basis over the four-month temporary adjustment period. However, Wells Fargo 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.
|
Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due November 6, 2023
|
|
In
giving this opinion, Davis Polk & Wardwell LLP has assumed the legal conclusions expressed in the opinions set forth below
of Scott L. Flood, General Counsel and Secretary of Citigroup Global Markets Holdings Inc., and Barbara Politi, Assistant General
Counsel—Capital Markets of Citigroup Inc. In addition, this opinion is subject to the assumptions set forth in the letter
of Davis Polk & Wardwell LLP dated May 17, 2018, which has been filed as an exhibit to a Current Report on Form 8-K filed by
Citigroup Inc. on May 17, 2018, 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 Scott L. Flood, 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.
Scott
L. Flood, or other internal attorneys with whom he has consulted, has examined and is familiar with originals, or copies certified
or otherwise identified to his satisfaction, of such corporate records of Citigroup Global Markets Holdings Inc., certificates
or documents as he has deemed appropriate as a basis for the opinions expressed above. In such examination, he 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 him or such persons as originals, the conformity
to original documents of all documents submitted to him or such persons as certified or photostatic copies and the authenticity
of the originals of such copies.
In
the opinion of Barbara Politi, Assistant General Counsel—Capital Markets 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 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.
Barbara Politi, 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.
© 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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