The information in this pricing
supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities
and Exchange Commission. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to
sell these securities, nor are they soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY
25, 2016
Citigroup Inc.
|
August , 2016
Medium-Term Senior Notes, Series
G
Pricing Supplement Nos. 2016-CMTNG0959
and 2016-CMTNG0960
Filed Pursuant to Rule 424(b)(2)
Registration Statement No.
333-192302
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Fixed Rate Notes
This pricing supplement relates to two
separate note offerings (each a separate “tranche” of notes). The notes of each tranche will bear interest at the
applicable fixed rate per annum indicated below. Interest will be payable semi-annually. We do not have the right to redeem the
notes of any tranche prior to maturity.
The notes are senior unsecured debt securities
of Citigroup Inc.
All payments due on the notes are subject to the credit risk of Citigroup Inc. If Citigroup Inc. defaults
on its payment obligations, you could lose some or all of your investment.
SPECIFIC TERMS OF EACH NOTE
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Title of note
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Aggregate stated principal amount
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Interest rate
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Maturity date
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3.00% Fixed Rate Notes Due 2030
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$
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3.00% per annum
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August 15, 2030
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3.35% Fixed Rate Notes Due 2036
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$
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3.35% per annum
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August 15, 2036
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GENERAL TERMS APPLICABLE
TO EACH NOTE
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Issuer:
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Citigroup Inc.
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Stated principal amount:
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$1,000 per note
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Pricing date:
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Expected to be August 1, 2016
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Issue date:
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August , 2016 (three business days after the pricing date)
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Payment at maturity:
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On the applicable maturity date specified above, we will pay you $1,000 for each note you then hold plus any accrued and unpaid interest.
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Interest:
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On each interest payment date, for each note you hold at the close of business on the applicable regular record date, we will pay you an interest payment calculated as follows: $1,000 × applicable interest rate per annum × day count fraction. The regular record date for any interest payment date is the business day preceding that interest payment date. Notwithstanding the foregoing, the interest payment due at maturity will be paid to the persons who hold the notes on the maturity date.
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Interest payment dates:
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Semi-annually on the day of each February and August of each year (expected to be the 15th day of each February and August of each year), beginning on February , 2017 and ending on the applicable maturity date.
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Postponement for non-business days:
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If any interest payment date or the maturity date is not a business day, the payment required to be made on that day will be made on the next succeeding business day, and no additional interest will accrue as a result of the delay in payment. A “business day” is any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions are authorized or obligated by law or executive order to close.
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Day count fraction:
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For any interest payment date: (i) the number of calendar days from and including the immediately preceding interest payment date (or the issue date in the case of the first interest payment date) to but excluding the current interest payment date, where each complete one-month period (measured from and including a given numerical date in one month to but excluding the same numerical date in the next month) is deemed to contain 30 calendar days
divided by
(ii) 360.
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Survivor’s option:
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The notes are Survivor’s Option Notes. The representative of a deceased beneficial owner of the notes will have the right to request early repayment of the notes, subject to the terms and limitations described in this pricing supplement in the section “Repayment Upon Death.”
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Listing:
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The notes will not be listed on any securities exchange and, accordingly, may have limited or no liquidity. You should not invest in the notes unless you are willing to hold them to maturity.
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Underwriters:
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Citigroup Global Markets Inc. (“CGMI”), an affiliate of Citigroup Inc., as lead agent, and Incapital LLC, as agent, each acting as principal.
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Issue price
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Underwriting fee
(1)
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Proceeds to issuer
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CUSIP / ISIN
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Title of note
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Per note
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Total
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Per note
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Total
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Per note
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Total
|
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3.00% Fixed Rate Notes Due 2030
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$1,000
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$
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$23.00
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$
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$977.00
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$
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1730T3BR3 / US1730T3BR35
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3.35% Fixed Rate Notes Due 2036
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$1,000
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$
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$30.00
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$
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$970.00
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$
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1730T3BQ5 / US1730T3BQ51
|
(1) For more information on the distribution
of the notes, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee,
CGMI and its affiliates may profit from expected hedging activity related to the notes, even if the value of the notes declines.
See “Use of Proceeds and Hedging” in the accompanying prospectus.
Investing in the notes involves risks.
See “Risk Factors Relating to the Notes” beginning on page PS-2.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined
that this pricing supplement and the accompanying 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 prospectus supplement and prospectus, which can be accessed via the
following hyperlink:
Prospectus
Supplement and Prospectus each dated November 13, 2013
The notes 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
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Incapital LLC
|
Citigroup Inc.
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Fixed Rate Notes
|
|
Supplemental Plan of Distribution
CGMI, an affiliate of Citigroup Inc. and
the lead agent for the sale of the notes, will purchase all of the notes offered by this pricing supplement at the issue price
set forth on the cover page of this pricing supplement
less
the underwriting fee set forth on the cover page of this pricing
supplement and will sell all of such notes to Incapital LLC, as agent for the sale of the notes, at the same price. Incapital LLC
will, in turn, offer the notes to the public at the issue price set forth on the cover page of this pricing supplement and/or to
selected dealers at the issue price
less
a selling concession not in excess of the underwriting fee set forth on the cover
page of this pricing supplement. If all of the notes are not sold at the initial issue price, CGMI may change the issue price and
other selling terms.
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 notes, either directly or indirectly, without the prior written
consent of the client.
See “Plan of Distribution” in
each of the accompanying prospectus supplement and prospectus for additional information.
In order to hedge its obligations under
the notes, Citigroup Inc. expects to enter into one or more swaps or other derivatives transactions with one or more of its affiliates.
You should refer to the section “Risk Factors Relating to the Notes—The
Citigroup Inc.
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Fixed Rate Notes
|
|
inclusion of underwriting fees and projected
profit from hedging in the issue price is likely to adversely affect secondary market prices” in this pricing supplement
and the section “Use of Proceeds and Hedging” in the accompanying prospectus.
For a period of approximately six months
following issuance of the notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value
that will be indicated for the notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may
also publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value
that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be
realized by CGMI or its affiliates over the term of the notes. The amount of this temporary upward adjustment will decline to zero
on a straight-line basis over the six-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors
at any time. See “Risk Factors Relating to the Notes—The notes will not be listed on any securities exchange and you
may not be able to sell the notes prior to maturity.”
Repayment Upon Death
The information in this section supersedes
and replaces the information in the section “Description of the Notes—Repayment Upon Death” in the accompanying
prospectus supplement.
Following the death of any beneficial owner
of the notes, Citigroup Inc. will repay any notes (or the applicable portion of any notes) that are beneficially owned by the deceased
beneficial owner and are validly tendered for repayment at a price equal to the stated principal amount of the notes tendered plus
accrued and unpaid interest to but excluding the date of repayment. To be validly tendered, notes must be submitted for repayment
in accordance with the requirements set forth below by a representative of the deceased beneficial owner who has authority to act
on behalf of the deceased beneficial owner under the laws of the appropriate jurisdiction (including, without limitation, the personal
representative, executor, surviving joint tenant or surviving tenant by the entirety of the deceased beneficial owner). The right
of the representative of a deceased beneficial owner to request repayment under this section, which we refer to as the “survivor’s
option,” is subject to the following important limitations:
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●
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The notes tendered for repayment must have been beneficially owned
by the deceased beneficial owner or his or her estate for at least one year prior to the submission of the request for repayment.
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●
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Citigroup Inc.’s repayment obligation with respect to all Survivor’s
Option Notes (including but not limited to the notes offered by this pricing supplement) in any calendar year will be subject to
an aggregate limit (the “Aggregate Annual Limit”) equal to the greater of (i) $2 million and (ii) 1% of the aggregate
outstanding stated principal amount of all Survivor’s Option Notes as of the end of the most recent calendar year. The Aggregate
Annual Limit applies to all Survivor’s Option Notes as a group. “Survivor’s Option Notes” are notes issued
by Citigroup Inc. on or after June 1, 2014 that are designated as Survivor’s Option Notes in the applicable pricing supplement.
The notes offered by this pricing supplement are Survivor’s Option Notes.
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●
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Citigroup Inc. will not be obligated to repay more than $250,000
in stated principal amount of the notes of any single tranche to the representative of any individual deceased beneficial owner
in any calendar year (the “$250,000 Individual Annual Limit”). For the avoidance of doubt, the $250,000 Individual
Annual Limit applies only to the notes within a single tranche. Any other Survivor’s Option Notes owned by a deceased beneficial
owner of notes would not count against the $250,000 Individual Annual Limit applicable to the notes within a single tranche.
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●
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The stated principal amount of notes tendered for repayment must
be $1,000 or an integral multiple of $1,000.
|
Notes that are validly tendered pursuant
to this section will be accepted promptly in the order all such notes are tendered, except for any notes the acceptance of which
would contravene the limitations described above. The Aggregate Annual Limit and the $250,000 Individual Annual Limit will be applied
to the notes of any tranche (and, in the case of the Aggregate Annual Limit, all other Survivor’s Option Notes) in the order
tendered, so that all validly tendered notes will be accepted for repayment in the order tendered until the relevant limit is reached,
and any additional or subsequently tendered notes will not be accepted for repayment in the current calendar year. Any notes tendered
for repayment that are not accepted in any calendar year due to the application of the Aggregate Annual Limit or the $250,000 Individual
Annual Limit will be deemed to be tendered in the following calendar year (and succeeding calendar years if any notes continue
not to be accepted in the following calendar year due to the application of these limits) in the order in which such notes were
originally tendered.
Because of the limits described above,
your representative may not be able to obtain repayment of any of the notes beneficially owned by you following your death, or
may only be able to obtain repayment of a portion of the notes owned by you, and any such repayment may be delayed for multiple
years.
The following illustrate some of the potential effects of these limitations:
Citigroup Inc.
|
Fixed Rate Notes
|
|
|
●
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If you have beneficially owned the notes for less than one year at
the date of your death, your representative will not be entitled to request repayment under this section until one year after the
date you acquired your beneficial ownership.
|
|
●
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All Survivor’s Option Notes, including but not limited to the
notes, are grouped together for purposes of applying the Aggregate Annual Limit, which in any calendar year is equal to the greater
of (i) $2 million and (ii) 1% of the aggregate outstanding stated principal amount of all Survivor’s Option Notes as of the
end of the most recent calendar year. Because it is not possible to predict the aggregate amount of Survivor’s Option Notes
that will be outstanding as of the end of any future calendar year, you should assume that the Aggregate Annual Limit may be as
low as $2 million. Repayment requests submitted with respect to all Survivor’s Option Notes, and not just the notes offered
by this pricing supplement, will count against the Aggregate Annual Limit. Even if no repayment requests are submitted with respect
to any of the notes offered by this pricing supplement, the Aggregate Annual Limit may be reached as a result of repayment requests
submitted with respect to other Survivor’s Option Notes. If the Aggregate Annual Limit is reached in any calendar year prior
to the time when your representative submits a request for repayment of notes beneficially owned by you, your representative will
not be able to obtain repayment of those notes in that calendar year. If prior repayment requests significantly exceed the Aggregate
Annual Limit, the excess of those prior repayment requests may be carried forward for multiple years, so that it may be a long
period of time before your representative would be entitled to any repayment. Representatives who submit prior repayment requests
will be entitled to repayment in full before your representative would be entitled to any repayment.
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|
●
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Even if the Aggregate Annual Limit is not reached before your representative
submits a repayment request, your representative will be limited in each calendar year by the $250,000 Individual Annual Limit.
|
If any notes that are validly
tendered for repayment pursuant to this section are not accepted, the paying agent will deliver to any affected representative
a notice that states the reasons the notes have not been accepted for repayment. The notice will be sent by first-class mail to
the broker or other entity through which the deceased beneficial owner’s interests in the notes are held.
The death of a person holding
a beneficial ownership interest in any notes as a joint tenant with right of survivorship or tenant by the entirety with another
person, or as a tenant in common with the deceased beneficial owner’s spouse, will be deemed the death of a beneficial owner
of those notes, and the entire stated principal amount of the notes so held, plus accrued and unpaid interest to but excluding
the date of repayment, will be subject to repayment pursuant to this section. However, the death of a person holding a beneficial
ownership interest in any notes as tenant in common with a person other than such deceased beneficial owner’s spouse will
be deemed the death of a beneficial owner only with respect to such deceased beneficial owner’s interest in the notes, and
only a pro rata portion of those notes corresponding to such deceased beneficial owner’s interest will be subject to repayment
pursuant to this section.
The death of a person who, during
his or her lifetime, was entitled to substantially all of the beneficial ownership interests in any notes (including the right
to sell, transfer or otherwise dispose of an interest in the notes, the right to receive the proceeds from the notes and the right
to receive principal and interest) will be deemed the death of the beneficial owner of those notes for purposes of this section,
regardless of whether that deceased beneficial owner was the registered holder of those notes, if entitlement to those interests
can be established to the satisfaction of Citigroup Inc. and the paying agent. Such beneficial ownership interest will be deemed
to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors
Act, community property or other joint ownership arrangements between spouses. In addition, a beneficial ownership interest will
be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interests in the applicable
notes during his or her lifetime.
Any notes accepted for repayment
pursuant to this section will be repaid on the first June 15 or December 15 that occurs 35 or more calendar days after the date
of such acceptance (such date, a “repayment date”). If that date is not a business day, payment will be made on the
next succeeding business day. Any repayment request may be withdrawn by the representative presenting the request upon delivery
of a written request for withdrawal to the paying agent not less than 30 calendar days before the repayment date. If the notes
cease to be outstanding on or prior to the applicable repayment date, no repayment will be made pursuant to this section on that
repayment date.
Subject to the foregoing, in
order for a right to repayment under this section to be validly exercised, the paying agent must receive:
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●
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a written request for repayment signed by the representative, and
the representative’s signature must be guaranteed by a member firm of a registered national securities exchange or of the
Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United
States;
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Citigroup Inc.
|
Fixed Rate Notes
|
|
|
●
|
appropriate evidence satisfactory to Citigroup Inc. and the paying
agent that (i) the representative has authority to act on behalf of the deceased beneficial owner; (ii) the death of such beneficial
owner has occurred; (iii) the deceased was the beneficial owner of the notes at the time of death; and (iv) the deceased acquired
his or her beneficial ownership interest in the notes at least one year prior to the date of submission of the repayment request;
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●
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if the notes are held by a nominee of the deceased beneficial owner,
a certificate satisfactory to Citigroup Inc. and the paying agent from that nominee attesting to the beneficial ownership of the
notes; and
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|
●
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any additional information Citigroup Inc. or the paying agent reasonably
requires to evidence satisfaction of any conditions to the exercise of the right of repayment under this section or to document
beneficial ownership or authority to make the election and to cause the repayment of the notes.
|
All questions as to the eligibility or validity
of any exercise of the right to repayment under this section will be determined by Citigroup Inc., in its sole discretion, and
those determinations will be final and binding on all parties.
Because the notes will be issued in book-entry
form and held of record by a nominee of The Depository Trust Company (“DTC”), DTC’s nominee will be the holder
of the notes and therefore will be the only entity that can exercise the right to repayment of the notes described in this section.
To obtain repayment pursuant to this section, the representative of the deceased beneficial owner must provide to the broker or
other entity through which the deceased beneficial owner holds an interest in the notes:
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●
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the documents required to be submitted to the paying agent as described
above; and
|
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●
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instructions to the broker or other entity to notify DTC of the representative’s
desire to obtain repayment pursuant to this section.
|
The broker or other entity must provide
to the paying agent:
|
●
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the documents received from the representative referred to in the
first bullet point of the preceding paragraph; and
|
|
●
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a certificate satisfactory to the paying agent from the broker or
other entity stating that it represents the deceased beneficial owner.
|
The applicable broker or other entity will
be responsible for disbursing to the appropriate representative any payments it receives pursuant to this section. We will not
provide notice of redemption in the case of any repayment pursuant to this section.
Depending on market conditions, including
changes in interest rates and our creditworthiness, it is possible that the value of the notes in the secondary market at any time
may be greater than their stated principal amount plus any accrued and unpaid interest. Accordingly, prior to exercising the option
to request repayment described in this section, the representative of the deceased beneficial owner should contact the broker or
other entity through which the notes are held to determine whether a sale of the notes in the secondary market may result in greater
proceeds than the stated principal amount plus accrued and unpaid interest pursuant to a request for repayment under this section.
The representative of a deceased beneficial
owner may obtain more information from Citibank, N.A., the paying agent for the notes, by calling 1-800-422-2066 during normal
business hours in New York City.
©
2016 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.