Citigroup Global Markets Holdings Inc.
|
April
18, 2017
Medium-Term
Senior Notes, Series N
Pricing
Supplement No. 2017-USNCH0465
Filed
Pursuant to Rule 424(b)(2)
Registration
Statement Nos. 333-216372 and 333-216372-01
|
Barrier Securities
Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
Overview
|
▪
|
The
securities offered by this pricing supplement are unsecured senior debt securities issued
by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional
debt securities, the securities do not pay interest and do not repay a fixed amount of
principal at maturity. Instead, the securities offer a payment at maturity that may be
greater than, equal to or less than the stated principal amount, depending on the performance
of the STOXX
®
Europe 600 Banks Index (the “underlying index”)
from the initial index level to the final index level.
|
|
▪
|
The
securities offer leveraged exposure to a limited range of potential appreciation of the
underlying index and contingent repayment of the stated principal amount at maturity
if, and only if, the underlying index does not depreciate by more than 30.00%, as described
below. In exchange for those features, investors in the securities must be willing to
forgo (i) any appreciation of the underlying index in excess of the maximum return at
maturity specified below and (ii) any dividends that may be paid on the stocks that constitute
the underlying index. In addition, investors in the securities must be willing to accept
full downside exposure to the underlying index if the underlying index depreciates by
more than 30.00%.
If the underlying index depreciates by more than 30.00% from the
pricing date to the valuation date, you will lose 1% of the stated principal amount of
your securities for every 1% by which the final index level is less than the initial
index level. There is no minimum payment at maturity.
|
|
▪
|
In
order to obtain the modified exposure to the underlying index that the securities provide,
investors must be willing to accept (i) an investment that may have limited or no liquidity
and (ii) the risk of not receiving any amount due under the securities if we and Citigroup
Inc. default on our obligations.
All payments on the securities are subject to the
credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
|
KEY TERMS
|
|
Issuer:
|
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup
Inc.
|
Guarantee:
|
All payments due on the securities are fully and unconditionally guaranteed by
Citigroup Inc.
|
Underlying index:
|
The STOXX
®
Europe 600 Banks Index (ticker symbol: “SX7P”)
|
Aggregate stated principal amount:
|
$3,580,000
|
Stated principal amount:
|
$1,000 per security
|
Pricing date:
|
April 18, 2017
|
Issue date:
|
April 25, 2017. See “Supplemental Plan of Distribution” in
this pricing supplement.
|
Valuation date:
|
April 20, 2020, subject to postponement if such date is not a scheduled trading
day or if certain market disruption events occur
|
Maturity date:
|
April 23, 2020
|
Payment at maturity:
|
For each $1,000 stated
principal amount security you hold at maturity:
▪ If
the final index level is
greater than
the initial index level:
$1,000 + the leveraged return amount, subject to the maximum return at maturity
▪ If
the final index level is
less than or equal to
the initial index level but
greater than or equal to
the
barrier level:
$1,000
▪ If
the final index level is
less than
the barrier level:
$1,000 × the index performance factor
If the final index level
is less than the barrier level, your payment at maturity will be less, and possibly significantly less, than $700.00 per
security. You should not invest in the securities unless you are willing and able to bear the risk of losing a significant
portion of your investment.
|
Initial index level:
|
170.03, the closing level of the underlying index on the pricing date
|
Final index level:
|
The closing level of the underlying index on the valuation date
|
Index performance factor:
|
The final index level
divided by
the initial index level
|
Index percent increase:
|
The final index level
minus
the initial index level,
divided by
the initial index level
|
Leveraged return amount:
|
$1,000 × the index percent increase × the leverage factor
|
Leverage factor:
|
200.00%
|
Barrier level:
|
119.021, 70.00% of the initial index level
|
Maximum return at maturity:
|
$721.40 per security (72.14% of the stated principal amount). The payment
at maturity per security will not exceed $1,000
plus
the maximum return at maturity.
|
Listing:
|
The securities will not be listed on any securities exchange
|
CUSIP / ISIN:
|
17324CGX8 / US17324CGX83
|
Underwriter:
|
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer,
acting as principal
|
Underwriting fee and issue price:
|
Issue price
(1)
|
Underwriting fee
(2)
|
Proceeds to issuer
|
Per security:
|
$1,000.00
|
$20.00
|
$980.00
|
Total:
|
$3,580,000.00
|
$71,600.00
|
$3,508,400.00
|
(1) On the date of this pricing
supplement, the estimated value of the securities is $969.70 per security, which is less than the issue price. The estimated value
of the securities is based on CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of
actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person
may be willing to buy the securities from you at any time after issuance. See “Valuation of the Securities” in this
pricing supplement.
(2) CGMI will receive an underwriting
fee of $20.00 for each $1,000 security sold in this offering. Selected dealers not affiliated with CGMI and their financial advisors
will collectively receive from CGMI a selling concession of $15.00 for each $1,000 security they sell. Selected dealers through
whom we distribute securities may enter into arrangements with other institutions with respect to the distribution of the securities,
and those institutions may share in the commissions, discounts or other compensation received by our selected dealers, may be
compensated separately and may also receive commissions from purchasers for whom they may act as agents. We may also engage other
firms to provide marketing or promotional services in connection with the distribution of the securities. CGMI will also pay certain
service providers a fee of $5.00 per security in consideration for providing marketing, education, structuring or referral services
with respect to financial advisors or selected dealers. 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-4.
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, prospectus supplement and prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
You should
read this pricing supplement together with the accompanying product supplement, prospectus supplement and prospectus, each of
which can be accessed via the hyperlinks below:
Product Supplement No. EA-02-06 dated April 7, 2017
Prospectus Supplement and Prospectus each dated April 7, 2017
The securities
are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental
agency, nor are they obligations of, or guaranteed by, a bank.
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
Additional
Information
General.
The terms of the securities are set forth in
the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying
product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement.
For example, certain events may occur that could affect your payment at maturity. These events and their consequences are described
in the accompanying product supplement in the sections “Description of the Securities—Certain Additional Terms for
Securities Linked to an Underlying Index—Consequences of a Market Disruption Event; Postponement of a Valuation Date”
and “—Discontinuance or Material Modification of an Underlying Index” and not in this pricing supplement. It
is important that you read the accompanying product 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.
Multiple Exchange Index.
The underlying index is a multiple
exchange index for purposes of the section “Description of the Securities—Certain Additional Terms for Securities Linked
to an Underlying Index—Consequences of a Market Disruption Event; Postponement of a Valuation Date—Certain Alternative
Definitions for Multiple Exchange Indices” in the accompanying product supplement.
Hypothetical
Examples
The diagram below illustrates your payment at maturity for a
range of hypothetical percentage changes from the initial index level to the final index level.
Investors in the securities will not receive any dividends
on the stocks that constitute the underlying index. The diagram and examples below do not show any effect of lost dividend yield
over the term of the securities.
See “Summary Risk Factors—Investing in the securities is not equivalent to investing
in the underlying index or the stocks that constitute the underlying index” below.
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
Barrier Securities
Payment at Maturity Diagram
|
|
n
The Securities
|
n
The Underlying Index
|
Your actual payment at maturity per security will depend on the
actual final index level. The examples below are intended to illustrate how your payment at maturity will depend on whether the
final index level is greater than or less than the initial index level and by how much.
Example 1—Upside Scenario A.
The hypothetical final
index level is 178.53 (an approximately 5.00% increase from the initial index level), which is
greater than
the initial
index level.
Payment at maturity per security = $1,000 + the leveraged return
amount, subject to the maximum return at maturity of $721.40 per security
= $1,000 + ($1,000 × the index percent increase ×
the leverage factor), subject to the maximum return at maturity of $721.40 per security
= $1,000 + ($1,000 × 5.00% × 200.00%), subject to
the maximum return at maturity of $721.40 per security
= $1,000 + $100.00, subject to the maximum return at maturity
of $721.40 per security
= $1,100.00
Because the underlying index appreciated from the initial index
level to the hypothetical final index level and the leveraged return amount of $100.00 per security results in a total return at
maturity of 10.00%, which is less than the maximum return at maturity of 72.14%, your payment at maturity in this scenario would
be equal to the $1,000 stated principal amount per security
plus
the leveraged return amount, or $1,100.00 per security.
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
Example 2—Upside Scenario B.
The hypothetical final
index level is 340.06 (an approximately 100.00% increase from the initial index level), which is
greater than
the initial
index level.
Payment at maturity per security = $1,000 + the leveraged return
amount, subject to the maximum return at maturity of $721.40 per security
= $1,000 + ($1,000 × the index percent increase ×
the leverage factor), subject to the maximum return at maturity of $721.40 per security
= $1,000 + ($1,000 × 100.00% × 200.00%), subject
to the maximum return at maturity of $721.40 per security
= $1,000 + $2,000.00, subject to the maximum return at maturity
of $721.40 per security
= $1,721.40
Because the underlying index appreciated from the initial index
level to the hypothetical final index level and the leveraged return amount of $2,000.00 per security would result in a total return
at maturity of 200.00%, which is greater than the maximum return at maturity of 72.14%, your payment at maturity in this scenario
would be equal to the $1,000 stated principal amount
plus
the maximum return at maturity, or $1,721.40 per security. In
this scenario, an investment in the securities would underperform a hypothetical alternative investment providing 1-to-1 exposure
to the appreciation of the underlying index without a maximum return.
Example 3—Par Scenario.
The hypothetical final index
level is 161.53 (an approximately 5.00% decrease from the initial index level), which is
less than
the initial index level
but
greater than
the barrier level.
Payment at maturity per security = $1,000
Because the underlying index did not depreciate from the initial
index level to the hypothetical final index level by more than 30.00%, your payment at maturity in this scenario would be equal
to the $1,000 stated principal amount per security.
Example 4—Downside Scenario.
The hypothetical final
index level is 51.01 (an approximately 70.00% decrease from the initial index level), which is
less than
the barrier level.
Payment at maturity per security = $1,000 × the index performance
factor
= $1,000 × 30.00%
= $300.00
Because the underlying index depreciated from the initial index
level to the hypothetical final index level by more than 30.00%, your payment at maturity in this scenario would reflect 1-to-1
exposure to the negative performance of the underlying index.
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
Summary Risk
Factors
An investment in the securities is significantly riskier than
an investment in conventional debt securities. The securities are subject to all of the risks associated with an investment in
our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our
obligations under the securities, and are also subject to risks associated with the underlying index. Accordingly, the securities
are suitable only for investors who are capable of understanding the complexities and risks of the securities. You should consult
your own financial, tax and legal 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-6 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 some or all of your investment.
Unlike conventional debt securities, the securities do not repay a fixed
amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlying index. If the
final index level is less than the barrier level, you will lose 1% of the stated principal amount of the securities for every 1%
by which the final index level is less than the initial index level. There is no minimum payment at maturity on the securities,
and you may lose up to all of your investment.
|
|
▪
|
The barrier feature of the securities exposes you to particular risks.
If the final index level is less than the barrier
level, the contingent repayment of the stated principal amount will not apply and you will lose 1% of the stated principal amount
of the securities for every 1% by which the final index level is less than the initial index level. Therefore, the securities offer
no protection at all if the underlying index depreciates by more than 30.00% from the initial index level to the final index level.
As a result, you may lose your entire investment in the securities.
|
|
▪
|
The securities do not pay interest.
Unlike conventional debt securities, the securities do not pay interest or any other
amounts prior to maturity. You should not invest in the securities if you seek current income during the term of the securities.
|
|
▪
|
Your potential return on the securities is limited.
Your potential total return on the securities at maturity is limited
to the maximum return at maturity of at least 72.14%, which is equivalent to a maximum return at maturity of $721.40 per security
and results in a maximum payment at maturity of $1,721.40 per security. The actual maximum return at maturity will be determined
on the pricing date. Taking into account the leverage factor and assuming a maximum return at maturity of 72.14%, any increase
in the final index level over the initial index level by more than 36.07% will not increase your return on the securities and will
progressively reduce the effective amount of leverage provided by the securities.
|
|
▪
|
Investing in the securities is not equivalent to investing in the underlying index or the stocks that constitute the underlying
index.
You will not have voting rights, rights to receive dividends or other distributions or any other rights with respect
to the stocks that constitute the underlying index. As of April 18, 2017, the average dividend yield of the underlying index was
approximately 4.37% per year. While it is impossible to know the future dividend yield of the underlying index, if this average
dividend yield were to remain constant for the term of the securities, you would be forgoing an aggregate yield of approximately
13.11% (assuming no reinvestment of dividends) by investing in the securities instead of investing directly in the stocks that
constitute the underlying index or in another investment linked to the underlying index that provides for a pass-through of dividends.
The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield over the term of the securities.
|
|
▪
|
Your payment at maturity depends on the closing level of the underlying index on a single day.
Because your payment
at maturity depends on the closing level of the underlying index solely on the valuation date, you are subject to the risk that
the closing level of the underlying index on that day may be lower, and possibly significantly lower, than on one or more other
dates during the term of the securities. If you had invested in another instrument linked to the underlying index that you could
sell for full value at a time selected by you, or if the payment at maturity were based on an average of closing levels of the
underlying index, you might have achieved better returns.
|
|
▪
|
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.
CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the
|
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
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.
|
▪
|
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) the selling concessions 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.
|
|
▪
|
The estimated value of the securities was determined for us by our affiliate using proprietary pricing models.
CGMI
derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing
so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the underlying index, dividend
yields on the stocks that constitute the underlying index and interest rates. CGMI’s views on these inputs may differ from
your or others’ views, and as an underwriter in this offering, CGMI’s interests may conflict with yours. Both the models
and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover,
the estimated value of the securities set forth on the cover page of this pricing supplement may differ from the value that we
or our affiliates may determine for the securities for other purposes, including for accounting purposes. You should not invest
in the securities because of the estimated value of the securities. Instead, you should be willing to hold the securities to maturity
irrespective of the initial estimated value.
|
|
▪
|
The estimated value of the securities would be lower if it were calculated based on our secondary market rate.
The estimated
value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate
at which we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than
our secondary market rate, which is the rate that CGMI will use in determining the value of the securities for purposes of any
purchases of the securities from you in the secondary market. If the estimated value included in this pricing supplement were based
on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding
rate based on factors such as the costs associated with the securities, which are generally higher than the costs associated with
conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that we
will pay to investors in the securities, which do not bear interest.
|
Because there is not an active market
for traded instruments referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market
price of traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of 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.
|
▪
|
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.
|
|
▪
|
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 level and volatility of the underlying index and a number of other factors,
including the price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that constitute
the underlying index, interest rates generally, the volatility of the exchange rate between the U.S. dollar and the euro, the correlation
between that exchange rate and the level of the underlying index, the time remaining to maturity and our and Citigroup Inc.’s
creditworthiness, as reflected in our secondary market rate. Changes in the level of the underlying index may not result in a comparable
change in the
|
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
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.
|
▪
|
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.
|
|
▪
|
The underlying index is subject to risks associated with non-U.S. markets.
Investments in securities linked to the value
of non-U.S. stocks involve risks associated with the securities markets in those countries, including risks of volatility in those
markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally
less publicly available information about companies in some of these jurisdictions than about U.S. companies that are subject to
the reporting requirements of the SEC. Further, non-U.S. companies are generally subject to accounting, auditing and financial
reporting standards and requirements and securities trading rules that are different from those applicable to U.S. reporting companies.
The prices of securities in foreign markets may be affected by political, economic, financial and social factors in those countries,
or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Moreover, the economies
in such countries may differ favorably or unfavorably from the economy of the United States in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resources and self-sufficiency.
|
|
▪
|
The underlying index is subject to risks associated with the financial services industry.
All of the stocks included
in the underlying index are issued by companies whose primary line of business is directly associated with the financial services
sector. Financial services companies are subject to extensive government regulation which may limit both the amounts and types
of loans and other financial commitments they can make, and the interest rates and fees they can charge. Profitability is largely
dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change. Credit losses
resulting from financial difficulties of borrowers can negatively impact the sector.
|
|
▪
|
The underlying index performance will not be adjusted for changes in the exchange rate between the euro and the U.S. dollar.
The underlying index is composed of stocks traded in euro, the value of which may be subject to a high degree of fluctuation relative
to the U.S. dollar. However, the performance of the underlying index and the value of your securities will not be adjusted for
exchange rate fluctuations. If the euro appreciates relative to the U.S. dollar over the term of the securities, your return on
the securities will underperform an alternative investment that offers exposure to that appreciation in addition to the change
in the level of the underlying index.
|
|
▪
|
Our offering of the securities does not constitute a recommendation of the underlying index.
The fact that we are offering
the securities does not mean that we believe that investing in an instrument linked to the underlying index 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 stocks that constitute the underlying index or in instruments related to the underlying index or such stocks
over the term of the securities and may publish research or express opinions, that in each case are inconsistent with an investment
linked to the underlying index. These and other activities of our affiliates may affect the level of the underlying index in a
way that has a negative impact on your interests as a holder of the securities.
|
|
▪
|
The level of the underlying index 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 directly
in the stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks
and may adjust such positions during the term of the securities. Our affiliates also trade the stocks that constitute the underlying
index and other financial instruments related to the underlying index or such stocks 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 level of the underlying index in a way that negatively affects the value of the securities. They could
also result in substantial returns for us or our affiliates while the value of the securities declines.
|
|
▪
|
We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business
activities.
Our affiliates may currently or from time to time engage in business with the issuers of the stocks that constitute
the underlying index, including extending loans to, making equity investments in or providing advisory services to such issuers.
In the course of this business, we or our affiliates may acquire non-public information about such issuers, which we will not disclose
to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against
such issuer that are available to them without regard to your interests.
|
|
▪
|
The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities.
If certain events occur, such as market disruption events or the discontinuance of the underlying index, CGMI, as calculation agent,
will be required to make discretionary judgments that could significantly affect your payment at maturity. 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.
|
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
|
▪
|
Adjustments to the underlying index may affect the value of your securities.
STOXX Limited (the “underlying index
publisher”) may add, delete or substitute the stocks that constitute the underlying index or make other methodological changes
that could affect the level of the underlying index. The underlying index publisher may discontinue or suspend calculation or publication
of the underlying index at any time without regard to your interests as holders of the securities.
|
|
▪
|
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. As described below under “United States Federal Tax Considerations,” in 2007,
the U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income
tax treatment of “prepaid forward contracts” and similar instruments. Any 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,
including the character and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should
be subject to withholding tax, possibly with retroactive effect.
|
In addition, Section 871(m) of the
Internal Revenue Code of 1986, as amended (the “Code”), imposes a withholding tax of up to 30% on “dividend equivalents”
paid or deemed paid to non-U.S. investors in respect of certain financial instruments linked to U.S. equities. In light of IRS
regulations providing a general exemption for financial instruments issued in 2017 that do not have a “delta” of one,
the securities should not be subject to withholding under Section 871(m). However, the IRS could challenge this conclusion. If
withholding applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld.
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.
Information About the Underlying
Index
The STOXX
®
Europe 600 Banks Index is a free-float
market capitalization index that currently includes 46 stocks from the banks supersector of the STOXX
®
Europe 600
Index, which contains the 600 largest stocks by free float market capitalization traded on the major exchanges of 17 European countries.
The STOXX
®
Europe 600 Banks Index is reported by Bloomberg L.P. under the ticker symbol “SX7P.”
STOXX Limited (“STOXX”) and its licensors and CGMI
have entered into a non-exclusive license agreement providing for the license to CGMI and its affiliates, in exchange for a fee,
of the right to use the STOXX
®
Europe 600 Banks Index, which is owned and published by STOXX, in connection with
certain financial instruments, including the securities. For more information, see “Description of the STOXX
®
Europe 600 Banks Index—License Agreement” in this pricing supplement.
Please refer to the section “Description of the STOXX
®
Europe 600 Banks Index” in this pricing supplement for important disclosures regarding the underlying index.
Historical Information
The closing level of the underlying index on April 18, 2017 was
170.03.
The graph below shows the closing level of the underlying index
for each day such level was available from January 2, 2008 to April 18, 2017. We obtained the closing levels from Bloomberg L.P.,
without independent verification. You should not take the historical levels of the underlying index as an indication of future
performance.
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
STOXX
®
Europe 600 Banks Index – Historical Closing Levels
January 2, 2008 to April 18, 2017
|
|
* The red line indicates the barrier level of 119.021, equal
to 70.00% of the closing level on April 18, 2017.
Description of the STOXX
®
Europe
600 Banks Index
All information contained in this pricing supplement regarding
the STOXX
®
Europe 600 Banks Index, including, without limitation, its make-up, method of calculation and changes
in its components, has been derived from publicly available information, without independent verification. This information reflects
the policies of, and is subject to change by, STOXX Limited. The STOXX
®
Europe 600 Banks Index is calculated, maintained
and published by STOXX Limited. STOXX Limited has no obligation to continue to publish, and may discontinue publication of, the
STOXX
®
Europe 600 Banks Index.
The STOXX
®
Europe 600 Banks Index is calculated
in euros and is reported by Bloomberg L.P. under the ticker symbol “SX7P.”
The STOXX
®
Europe 600 Banks Index was created
by STOXX Limited, a wholly owned subsidiary of Deutsche Börse AG. Publication of the STOXX
®
Europe 600 Banks
Index began on June 15, 1998, based on an initial STOXX
®
Europe 600 Banks Index value of 100 at December 31, 1991.
The STOXX
®
Europe 600 Banks Index is disseminated on the STOXX Limited website: http://www.stoxx.com, which sets
forth, among other things, the country and industrial sector weightings of the securities included in the STOXX
®
Europe 600 Banks Index. Information contained in the STOXX Limited website is not incorporated by reference in, and should not
be considered a part of, this pricing supplement.
Index Composition
The STOXX
®
Europe 600 Banks Index is one of 19
STOXX
®
Europe 600 Supersector indices that compose the STOXX
®
Europe 600 Index. The STOXX
®
Europe 600 Index contains the 600 largest stocks by free float market capitalization traded on the major exchanges of 17 European
countries. Each of the 19 STOXX
®
Europe 600 Supersector indices contain the companies of the STOXX
®
Europe 600 Index that fall within the relevant supersector, determined by reference to the Industry Classification Benchmark (“ICB”),
an international system for categorizing companies that is maintained by FTSE International Limited. The STOXX
®
Europe 600 Banks Index includes companies in the banks supersector, which tracks companies providing a broad range of financial
services, including retail banking, loans and money transmissions.
The composition of each of the STOXX
®
Europe 600
Supersector indices is reviewed quarterly, based on the closing stock data on the last trading day of the month following the implementation
of the last quarterly index review. The component stocks are announced on the fourth Tuesday of the month immediately prior to
the review implementation month. Changes to the component stocks are implemented on the third Friday in each of March, June, September
and December and are effective the following trading day.
The STOXX
®
Europe 600 Index is also reviewed on
an ongoing basis, and any changes affecting the STOXX
®
Europe 600 Index are also applied to the relevant STOXX
®
Europe 600 Supersector index. Corporate actions (including initial public offerings, mergers and
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
takeovers, spin-offs, delistings and bankruptcy) that affect
the STOXX
®
Europe 600 Index composition are immediately reviewed. Any changes are announced, implemented and effective
in line with the type of corporate action and the magnitude of the effect.
The free float factors and weighting cap factors for each component
stock used to calculate the STOXX
®
Europe 600 Supersector indices, as described below, are reviewed, calculated
and implemented on a quarterly basis and are fixed until the next quarterly review. All components of the STOXX
®
Europe 600 Banks Index are subject to a 30% cap for the largest company and a 15% cap for the second-largest company.
Index Calculation
The STOXX
®
Europe 600 Banks Index is calculated
with the “Laspeyres formula,” which measures the aggregate price changes in the component stocks against a fixed base
quantity weight. The formula for calculating the STOXX
®
Europe 600 Banks Index value at any time can be expressed
as follows:
Index =
|
free float market capitalization of the STOXX
®
Europe 600 Banks Index
|
Divisor
|
The “free float market capitalization of the STOXX
®
Europe 600 Banks Index” is equal to the sum of the products of the price, number of shares, free float factor and weighting
cap factor for each component stock as of the time the STOXX
®
Europe 600 Banks Index is being calculated.
The divisor for the STOXX
®
Europe 600 Banks Index
is adjusted to maintain the continuity of the STOXX
®
Europe 600 Banks Index values despite changes due to corporate
actions. The following is a summary of the adjustments to any component stock made for corporate actions and the effect of such
adjustment on the divisor, where shareholders of the component stock will receive “B” number of shares for every “A”
share held (where applicable).
(1)
Special cash dividend:
Cash distributions that are outside the scope of the regular
dividend policy or that the company defines as an extraordinary distribution
Adjusted price = closing price – dividend announced by
the company × (1 – withholding tax if applicable)
Divisor: decreases
|
(2)
Split and reverse split:
Adjusted price = closing price × A / B
New number of shares = old number of shares × B / A
Divisor: unchanged
|
(3)
Rights offering:
If the subscription price is not available or if the subscription
price is equal to or greater than the closing price on the day before the effective date, then no adjustment is made.
In case the share increase is greater than or equal to 100% (B
/ A ≥ 1), the adjustment of the shares and weight factors are delayed until the new shares are listed.
Adjusted price = (closing price × A + subscription price
× B) / (A + B)
New number of shares = old number of shares × (A + B)/
A
Divisor: increases
|
(4)
Stock dividend:
Adjusted price = closing price × A / (A + B)
New number of shares = old number of shares × (A + B) /
A
Divisor: unchanged
|
(5) S
tock dividend (from treasury stock):
Adjusted only if treated as extraordinary dividend.
Adjusted close = close – close × B / (A + B)
Divisor: decreases
|
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
(6) S
tock dividend of another company:
Adjusted price = (closing price × A – price of other
company × B) / A
Divisor: decreases
|
(7)
Return of capital and share consolidation:
Adjusted price = (closing price – capital return announced
by company × (1-withholding tax)) × A / B
New number of shares = old number of shares × B / A
Divisor: decreases
|
(8)
Repurchase of shares / self-tender:
Adjusted price = ((price before tender × old number of
shares) – (tender price × number of tendered shares)) / (old number of shares – number of tendered shares)
New number of shares = old number of shares – number of
tendered shares
Divisor: decreases
|
(9)
Spin-off:
Adjusted price = (closing price × A – price of spun-off
shares × B) / A
Divisor: decreases
|
(10)
Combination stock distribution (dividend or split) and
rights offering:
For this corporate action, the following additional assumptions
apply:
Shareholders receive B new shares from the distribution and C
new shares from the rights offering for every A share held.
If A is not equal to one share, all the following “new
number of shares” formulae need to be divided by A:
|
- If rights are applicable after stock distribution (one action
applicable to other):
Adjusted price = (closing price × A + subscription price
× C × (1 + B / A)) / ((A + B) × ( 1 + C / A))
New number of shares = old number of shares × ((A + B)
× (1 + C / A)) / A
Divisor: increases
|
- If stock distribution is applicable after rights (one action
applicable to other):
Adjusted price = (closing price × A + subscription price
× C) /((A + C) × (1 + B / A))
New number of shares = old number of shares × ((A + C)
× (1 + B / A))
Divisor: increases
|
- Stock distribution and rights (neither action is applicable
to the other):
Adjusted price = (closing price × A + subscription price
× C) / (A + B + C)
New number of shares = old number of shares × (A + B +
C) / A
Divisor: increases
|
(11)
Addition / deletion of a company:
No price adjustments are made. The net change in market capitalization
determines the divisor adjustment.
|
(12)
Free float and shares changes:
No price adjustments are made. The net change in market capitalization
determines the divisor adjustment.
|
License Agreement
STOXX and its licensors and CGMI have entered into a non-exclusive
license agreement providing for the license to CGMI and its affiliates, in exchange for a fee, of the right to use the STOXX
®
Europe 600 Banks Index, which is owned and published by STOXX, in connection with certain financial instruments, including the
securities.
The securities are not sponsored, endorsed, sold or promoted
by STOXX or its licensors. STOXX and its licensors have no relationship to CGMI or its affiliates, other than the licensing of
the STOXX
®
Europe 600 Banks Index and the related trademarks for use in connection with the securities. STOXX and
its licensors make no recommendation that any person invest in the securities or any other securities. STOXX and its licensors
have no responsibility or liability for or make any decisions about the timing, amount or pricing of the securities. STOXX and
its licensors do not consider the needs of Citigroup Inc. or its affiliates or the holders of the securities in determining, composing
or calculating the STOXX
®
Europe 600 Banks Index or have any obligation to do so. STOXX and its licensors have no
responsibility or liability for the administration, management or marketing of the securities.
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
STOXX and its licensors will not have any liability in connection
with the securities. Specifically,
|
·
|
STOXX and its licensors do not make any warranty, express or implied and disclaim any and all warranty about (i) the results
to be obtained by the securities, the owner of the securities or any other person in connection with the use of the STOXX
®
Europe 600 Banks Index and the data included in the STOXX
®
Europe 600 Banks Index; (ii) the accuracy or completeness
of the STOXX
®
Europe 600 Banks Index and its data; or (iii) the merchantability and the fitness for a particular
purpose or use of the STOXX
®
Europe 600 Banks Index and its data;
|
|
·
|
STOXX and its licensors will have no liability for any errors, omissions or interruptions in the STOXX
®
Europe
600 Banks Index or its data; and
|
|
·
|
Under no circumstances will STOXX or its licensors be liable for any lost profits or indirect, punitive, special or consequential
damages or losses, even if STOXX or its licensors knows that they might occur.
|
The licensing agreement between Citigroup Global Markets Inc.
and STOXX is solely for their benefit and not for the benefit of the owners of the securities or any other third parties.
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:
|
·
|
You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or
exchange.
|
|
·
|
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.
|
Subject to the discussions below under “Possible Withholding
Under Section 871(m) of the Code” 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.
In 2007, the U.S. Treasury Department and the IRS released a
notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments.
The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment.
It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments;
whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded
status of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to
which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether
these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate
to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments
on appropriate transition rules and effective dates, any 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, including the character
and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should be subject to withholding
tax, possibly with retroactive effect.
Possible Withholding Under Section 871(m)
of the Code.
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 (a “Specified
Security”). However, the regulations exempt financial instruments issued in 2017 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
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
have a “delta” of one within
the meaning of the regulations with respect to any U.S. Underlying Equity and, therefore, should not be Specified Securities 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. For example, if you enter into other transactions relating
to the underlier, you could be subject to withholding tax or income tax liability under Section 871(m) even if the securities are
not Specified Securities subject to Section 871(m) as a general matter. You should consult your tax adviser regarding the potential
application of Section 871(m) to the securities.
If withholding tax applies to the securities,
we will not be required to pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United States
Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with
that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the securities.
You should also consult your tax adviser regarding all aspects
of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
Supplemental
Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc.
and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $20.00 for each
$1,000 security sold in this offering. Selected dealers not affiliated with CGMI and their financial advisors will collectively
receive from CGMI a selling concession of $15.00 for each $1,000 security they sell. Selected dealers through whom we distribute
securities may enter into arrangements with other institutions with respect to the distribution of the securities, and those institutions
may share in the commissions, discounts or other compensation received by our selected dealers, may be compensated separately and
may also receive commissions from purchasers for whom they may act as agents. We may also engage other firms to provide marketing
or promotional services in connection with the distribution of the securities. CGMI will also pay certain service providers a fee
of $5.00 per security in consideration for providing marketing, education, structuring or referral services with respect to financial
advisors or selected dealers.
CGMI is an affiliate of ours. Accordingly, this offering will
conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule
5121 of the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries have investment
discretion will not be permitted to purchase the securities, either directly or indirectly, without the prior written consent of
the client.
Secondary market sales of securities typically settle three business
days after the date on which the parties agree to the sale. Because the issue date for the securities is more than three business
days after the pricing date, investors who wish to sell the securities at any time prior to the third business day preceding the
issue date will be required to specify an alternative settlement date for the secondary market sale to prevent a failed settlement.
Investors should consult their own investment advisors in this regard.
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.
A portion of the net proceeds from the sale of the securities
will be used to hedge our obligations under the securities. We have hedged our obligations under the securities through CGMI or
other of our affiliates. CGMI or such other of our affiliates may profit from this hedging activity even if the value of the securities
declines. This hedging activity could affect the closing level of the underlying index and, therefore, the value of and your return
on the securities. For additional information on the ways in which our counterparties may hedge our obligations under the securities,
see “Use of Proceeds and Hedging” in the accompanying prospectus.
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
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
upward adjustment from the price or value that would otherwise
be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its
affiliates over the term of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line
basis over the three-month temporary adjustment period. However, CGMI is not obligated to buy the securities from investors at
any time. See “Summary Risk Factors—The securities will not be listed on any securities exchange and you may not be
able to sell them prior to maturity.”
Certain Selling
Restrictions
Hong Kong Special Administrative Region
The contents of this pricing supplement and the accompanying
product supplement, prospectus supplement and prospectus have not been reviewed by any regulatory authority in the Hong Kong Special
Administrative Region of the People’s Republic of China (“Hong Kong”). Investors are advised to exercise caution
in relation to the offer. If investors are in any doubt about any of the contents of this pricing supplement and the accompanying
product supplement, prospectus supplement and prospectus, they should obtain independent professional advice.
The securities have not been offered or sold and will not be
offered or sold in Hong Kong by means of any document, other than
|
(i)
|
to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or
|
|
(ii)
|
to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “Securities
and Futures Ordinance”) and any rules made under that Ordinance; or
|
|
(iii)
|
in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance
(Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
|
There is no advertisement, invitation or document relating to
the securities which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to
be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and
Futures Ordinance and any rules made under that Ordinance.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits and are not covered by the Hong Kong Deposit Protection Scheme.
Singapore
This pricing supplement and the accompanying product supplement,
prospectus supplement and prospectus have not been registered as a prospectus with the Monetary Authority of Singapore, and the
securities will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities
and Futures Act”). Accordingly, the securities may not be offered or sold or made the subject of an invitation for subscription
or purchase nor may this pricing supplement or any other document or material in connection with the offer or sale or invitation
for subscription or purchase of any securities be circulated or distributed, whether directly or indirectly, to any person in Singapore
other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person
under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of the Securities and Futures
Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant
to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. Where the securities
are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is:
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited
investor; or
|
|
(b)
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is
an individual who is an accredited investor, securities (as defined in Section 239(1) of the Securities and Futures Act) of that
corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferable for
6 months after that corporation or that trust has acquired the relevant securities pursuant to an offer under Section 275 of the
Securities and Futures Act except:
|
|
(i)
|
to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act or to any
person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act; or
|
|
(ii)
|
where no consideration is or will be given for the transfer; or
|
|
(iii)
|
where the transfer is by operation of law; or
|
|
(iv)
|
pursuant to Section 276(7) of the Securities and Futures Act; or
|
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
|
(v)
|
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
of Singapore.
|
Any securities referred to herein may not be registered with
any regulator, regulatory body or similar organization or institution in any jurisdiction.
The securities are Specified Investment Products (as defined
in the Notice on Recommendations on Investment Products and Notice on the Sale of Investment Product issued by the Monetary Authority
of Singapore on 28 July 2011) that is neither listed nor quoted on a securities market or a futures market.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits. These securities are not insured products subject to the provisions
of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011 of Singapore and are not eligible for deposit insurance
coverage under the Deposit Insurance Scheme.
Additional
Terms of the Securities
The section “Description of Debt Securities—Covenants—Limitations
on Mergers and Sales of Assets” in the accompanying prospectus shall be amended to read in its entirety as follows:
The indenture provides that neither Citigroup Global Markets
Holdings nor Citigroup will merge or consolidate with another entity or sell other than for cash or lease all or substantially
all its assets to another entity, except, in the case of Citigroup, if such lease or sale is to one or more of its Subsidiaries,
unless:
|
·
|
either (1) the Citi entity is the continuing entity, or (2) the successor entity, if other than the Citi entity, is a U.S.
corporation, partnership or trust and expressly assumes by supplemental indenture the obligations of the Citi entity evidenced
by the securities issued pursuant to the indenture; and
|
|
·
|
immediately after the transaction, there would not be any default in the performance of any covenant or condition of the indenture
(
Sections 5.05 and 16.05
).
|
Other than the restrictions described above, the indenture does
not contain any covenants or provisions that would protect holders of the debt securities in the event of a highly leveraged transaction.
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 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 April 7, 2017, which has been
filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on April 7, 2017, 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,
Citigroup Global Markets Holdings Inc.
|
Barrier Securities Based on the STOXX
®
Europe 600 Banks Index Due April 23, 2020
|
|
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.
Contact
Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.
© 2017 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.
Citigroup (NYSE:C)
Historical Stock Chart
From Mar 2024 to Apr 2024
Citigroup (NYSE:C)
Historical Stock Chart
From Apr 2023 to Apr 2024