Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
August 30 2016 - 5:31PM
Edgar (US Regulatory)
CALCULATION
OF REGISTRATION FEE
Title of each class
of securities to be registered
|
Maximum aggregate
offering price
|
Amount of registration
fee
(1) (2)
|
Medium-Term Senior Notes, Series G
|
$4,500,000
|
$453.15
|
|
(1)
|
Calculated
in accordance with Rule 457(r) of the Securities Act.
|
|
(2)
|
Pursuant
to Rule 457(p) under the Securities Act, the $25,892.64 remaining of the registration
fees previously paid with respect to unsold securities registered on Post-Effective Amendment
No. 1 to Registration Statement File No. 333-157386, filed on February 11, 2011 by Citigroup
Funding Inc., a wholly owned subsidiary of Citigroup Inc., and Registration Statement
File No. 333-172554, filed on March 2, 2011 by Citigroup Funding Inc., is being carried
forward, of which $453.15 is offset against the registration fee due for this offering
and of which $25,439.49 remains available for future registration fee offset. The
most recent filing utilizing a portion of the registration fees previously paid with
respect to unsold securities registered on these registration statements was filed on
August 30, 2016. No additional registration fee has been paid with respect to this
offering.
|
Citigroup Inc.
|
August
26, 2016
Medium-Term
Senior Notes, Series G
Pricing
Supplement No. 2016-CMTNG0965
Filed
Pursuant to Rule 424(b)(2)
Registration
Statement No. 333-192302
|
Non-Callable Fixed to Floating Rate Notes Due
August 31, 2023
|
·
|
The
notes will pay interest at a fixed rate of 2.00% per annum for the first two years after
issuance. After the first two years, the notes will pay interest at a floating rate that
will be reset quarterly and will equal 3-month U.S. dollar LIBOR
plus
the spread
specified below, subject to a minimum interest rate of 0%. After the first two years,
interest payments on the notes will vary and may be paid at a rate as low as 0% per annum.
|
|
·
|
The
notes are unsecured senior debt obligations of Citigroup Inc.
All payments due on
the notes are subject to the credit risk of Citigroup Inc.
|
|
·
|
It
is important for you to consider the information contained in this pricing supplement
together with the information contained in the accompanying prospectus supplement and
prospectus. The description of the notes below supplements, and to the extent inconsistent
with replaces, the description of the general terms of the notes set forth in the accompanying
prospectus supplement and prospectus.
|
KEY
TERMS
|
Issuer:
|
Citigroup Inc.
|
Issue price:
|
$1,000 per note
|
Stated principal amount:
|
$1,000 per note
|
Aggregate stated principal amount:
|
$4,500,000
|
Pricing date:
|
August 26, 2016
|
Original issue date:
|
August 31, 2016
|
Maturity date:
|
August 31, 2023. If the maturity date is not a business day, then
the payment required to be made on the maturity date will be made on the next succeeding business day with the same force
and effect as if it had been made on the maturity date. No additional interest will accrue as a result of delayed
payment.
|
Principal due at maturity:
|
Full principal amount due at maturity
|
Payment at maturity:
|
$1,000 per note
plus
any accrued and unpaid interest
|
Interest rate per annum:
|
From
and including the original issue date to but excluding August 31, 2018:
2.00%
From
and including August 31, 2018 to but excluding the maturity date:
a floating rate equal to 3-month U.S. dollar LIBOR
determined on the second London business day prior to the first day of the applicable interest period
plus
a spread
of 1.00% per annum, subject to a minimum interest rate of 0.00% per annum for any interest period
|
Interest period:
|
Each three-month period from and including an interest payment date (or the
original issue date, in the case of the first interest period) to but excluding the next interest payment date
|
Interest payment dates:
|
Interest on the notes is payable quarterly on the last day of each February,
May, August and November, beginning on November 30, 2016 and ending on the maturity date. If any interest payment date is
not a business day, then the payment required to be made on that interest payment date will be made on the next succeeding
business day with the same force and effect as if it had been made on that interest payment date. No additional interest will
accrue as a result of delayed payment.
|
Day count convention:
|
30/360 Unadjusted. See “Determination of Interest Payments” in this
pricing supplement.
|
Business day:
|
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
|
Business day convention:
|
Following
|
CUSIP:
|
17298CEU8
|
ISIN:
|
US17298CEU80
|
Listing:
|
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.
|
Underwriter:
|
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer,
acting as principal. See “General Information—Supplemental information regarding plan of distribution; conflicts
of interest” in this pricing supplement.
|
Underwriting fee and issue price:
|
Issue price
(1)
|
Underwriting fee
(2)
|
Proceeds to issuer
|
Per note:
|
$1,000.00
|
$10.00
|
$990.00
|
Total:
|
$4,500,000.00
|
$45,000.00
|
$4,455,000.00
|
(1) The issue price for investors
purchasing the notes in fee-based advisory accounts will be $990.00 per note, assuming no custodial fee is charged by a selected
dealer, and up to $995.00 per note, assuming the maximum custodial fee is charged by a selected dealer. See “General Information—Fees
and selling concessions” in this pricing supplement.
(2) CGMI, an affiliate of Citigroup
Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of $10.00 for each
$1,000 note sold in this offering (or up to $5.00 for each note sold to fee-based advisory accounts). Selected dealers not affiliated
with CGMI will receive a selling concession of $10.00 for each note they sell other than to fee-based advisory accounts. CGMI
will pay selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a variable selling concession
of up to $5.00 for each note they sell to fee-based advisory accounts. See “General Information—Fees and selling concessions”
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 notes declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.
Investing in the notes involves
risks not associated with an investment in conventional fixed rate debt securities. See “Risk Factors” 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.
Y
ou
should read this pricing supplement together with the accompanying
prospectus
supplement and prospectus
, each of which can be accessed via the hyperlink below.
Prospectus and Prospectus Supplement 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 Inc.
|
Non-Callable Fixed to Floating Rate Notes Due August 31, 2023
|
|
Risk Factors
The following is a non-exhaustive list of certain key risk
factors for investors in the notes. You should read the risk factors below together with 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 our
business more generally. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection with
your investment in the notes.
|
§
|
The amount of interest payable on the notes will vary.
The notes differ from conventional fixed-rate debt securities
in that the interest payable on the notes will vary after the first two years of the term of the notes based on the level of 3-month
U.S. dollar LIBOR and may be as low as 0.00%. The per annum interest rate that is determined on the relevant interest determination
date will apply to the entire interest period following that interest determination date, even if 3-month U.S. dollar LIBOR increases
during that interest period, but is applicable only to that quarterly interest period; interest payments for any other quarterly
interest period will vary.
|
|
§
|
The yield on the notes may be lower than the yield on a conventional fixed-rate debt security of ours of comparable maturity.
During the first two years of the term of the notes, the notes will bear interest at a per annum rate of 2.00%. After the first
two years of the term of the notes, the interest rate applicable to the notes will vary based on the level of 3-month U.S. dollar
LIBOR, and may be as low as 0.00% on each interest payment date. As a result, the effective yield on your notes may be less than
that which would be payable on a conventional fixed-rate, non-callable debt security of ours of comparable maturity.
|
|
§
|
The notes are subject to the credit risk of Citigroup Inc., and any actual or anticipated changes to its credit ratings
or credit spreads may adversely affect the value of the notes.
You are subject to the credit risk of Citigroup Inc. If Citigroup
Inc. defaults on its obligations under the notes, your investment would be at risk and you could lose some or all of your investment.
As a result, the value of the notes will be affected by changes in the market’s view of Citigroup Inc.’s creditworthiness.
Any decline, or anticipated decline, in Citigroup Inc.’s credit ratings or increase, or anticipated increase, in the credit
spreads charged by the market for taking Citigroup Inc. credit risk is likely to adversely affect the value of the notes.
|
|
§
|
The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity.
The
notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. CGMI
currently intends to make a secondary market in relation to the notes and to provide an indicative bid price for the notes on a
daily basis. Any indicative bid price for the notes 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 notes 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
notes because it is likely that CGMI will be the only broker-dealer that is willing to buy your notes prior to maturity. Accordingly,
an investor must be prepared to hold the notes until maturity.
|
|
§
|
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 “General Information—Temporary
adjustment period” in this pricing supplement.
|
|
§
|
Secondary market sales of the notes may result in a loss of principal.
You will be entitled to receive at least the
full stated principal amount of your notes, subject to the credit risk of Citigroup Inc., only if you hold the notes to maturity.
If you are able to sell your notes in the secondary market prior to maturity, you are likely to receive less than the stated principal
amount of the notes.
|
|
§
|
The inclusion of underwriting fees and projected profit from hedging in the issue price is likely to adversely affect secondary
market prices.
Assuming no changes in market conditions or other relevant factors, the price, if any, at which CGMI may be
willing to purchase the notes in secondary market transactions will likely be lower than the issue price since the issue price
of the notes will include, and secondary market prices are likely to exclude, underwriting fees paid with respect to the notes,
as well as the cost of hedging our obligations under the notes. The cost of hedging includes the projected profit that our affiliates
may realize in consideration for assuming the risks inherent in managing the hedging transactions. The secondary market prices
for the notes are also likely to be reduced by the costs of unwinding the related hedging transactions. Our affiliates may realize
a profit from the expected hedging activity even if the value of the notes declines. In addition, any secondary market prices for
the notes may differ from values determined by pricing models used by CGMI, as a result of dealer discounts, mark-ups or other
transaction costs.
|
|
§
|
The price at which you may be able to sell your notes prior to maturity will depend on a number of factors and may be substantially
less than the amount you originally invest.
A number of factors will influence the value of the notes in any secondary market
that may develop and the price at which CGMI may be willing to purchase the notes in any such secondary market, including: the
level and volatility of 3-month U.S. dollar LIBOR, interest rates in the market, the time remaining to maturity of the notes, hedging
activities by our affiliates, fees and projected hedging fees and profits and any actual or anticipated changes in the credit ratings,
financial condition and results of Citigroup Inc. The value of the notes will vary and is likely to be less than the issue price
at any time prior to maturity, and sale of the notes prior to maturity may result in a loss.
|
Citigroup Inc.
|
Non-Callable Fixed to Floating Rate Notes Due August 31, 2023
|
|
|
§
|
The calculation agent, which is an affiliate of the issuer, will make determinations with respect to the notes.
Citibank,
N.A., the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citibank, N.A. will determine, among
other things, the level of 3-month U.S. dollar LIBOR and will calculate the interest payable to you on each interest payment date.
Any of these determinations or calculations made by Citibank, N.A. in its capacity as calculation agent, including with respect
to the calculation of the level of 3-month U.S. dollar LIBOR in the event of the unavailability of the level of 3-month U.S. dollar
LIBOR, may adversely affect the amount of one or more interest payments to you.
|
|
§
|
Hedging and trading activity by Citigroup Inc. could result in a conflict of interest.
One or more of our affiliates
have entered into hedging transactions. This hedging activity involves trading in instruments, such as options, swaps or futures,
based upon 3-month U.S. dollar LIBOR. This hedging activity may present a conflict between your interest in the notes and the interests
our affiliates have in executing, maintaining and adjusting their hedge transactions because it could affect the price at which
our affiliate CGMI may be willing to purchase your notes in the secondary market. Because hedging our obligations under the notes
involves risk and may be influenced by a number of factors, it is possible that our affiliates may profit from the expected hedging
activity, even if the value of the notes declines.
|
|
§
|
The historical performance of 3-month U.S. dollar LIBOR
is not an indication of its future performance. The historical
performance of 3-month U.S. dollar LIBOR, which is included in this pricing supplement, should not be taken as an indication of
the future performance of 3-month U.S. dollar LIBOR during the term of the notes. Changes in the level of 3-month U.S. dollar LIBOR
will affect the value of the notes, but it is impossible to predict whether the level of 3-month U.S. dollar LIBOR will rise or
fall.
|
|
§
|
3-month U.S. dollar LIBOR and the manner in which it is calculated may change in the future.
The method by which 3-month
U.S. dollar LIBOR is calculated may change in the future, as a result of governmental actions, actions by the publisher of 3-month
U.S. dollar LIBOR or otherwise. We cannot predict whether the method by which 3-month U.S. dollar LIBOR is calculated will change
or what the impact of any such change might be. Any such change could affect the level of 3-month U.S. dollar LIBOR in a way that
has a significant adverse effect on the notes.
|
|
§
|
You will have no rights against the publisher of 3-month U.S. dollar LIBOR.
You will have no rights against the publisher
of 3-month U.S. dollar LIBOR even though the amount you receive on each interest payment date after the first two years of the
term of the notes will depend upon the level of 3-month U.S. dollar LIBOR. The publisher of 3-month U.S. dollar LIBOR is not in
any way involved in this offering and has no obligations relating to the notes or the holders of the notes.
|
General Information
|
Temporary adjustment period:
|
For a period of approximately four 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 four-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors at any time. See “Risk Factors—The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”
|
U.S. federal income tax considerations:
|
In the opinion of our counsel, Davis Polk & Wardwell LLP,
the notes should be treated as “variable rate debt instruments” that provide for a single fixed rate followed by a
qualified floating rate (“QFR”) for U.S. federal income tax purposes.
Under the Treasury Regulations applicable to variable rate debt
instruments, in order to determine the amount of qualified stated interest (“QSI”) and original issue discount (“OID”)
in respect of the notes, an equivalent fixed rate debt instrument must be constructed. The equivalent fixed rate debt instrument
is constructed in the following manner: (i) first, the initial fixed rate is converted to a QFR that would preserve the fair market
value of the notes, and (ii) second, each QFR (including the QFR determined under (i) above) is converted to a fixed rate substitute
(which will generally be the value of that QFR as of the issue date of the notes). The rules described under “United States
Federal Tax Considerations – Tax Consequences to U.S. Holders – Original Issue Discount” in the accompanying
prospectus supplement are then applied to the equivalent fixed rate debt instrument for purposes of calculating the amount of OID
on the notes. Under these rules, the notes will generally be treated as providing for QSI at a rate equal to the lowest rate of
interest in effect at any time under the equivalent fixed rate debt instrument, and any interest in excess of that rate will generally
be treated as part of the stated redemption price at maturity and, therefore, as giving rise to OID. Based on the application of
these rules to the notes and current market conditions, the notes should be treated as issued without OID. The remaining discussion
is based on this treatment.
Stated interest on the notes will generally be taxable
to a U.S. Holder (as defined in the
|
Citigroup Inc.
|
Non-Callable Fixed to Floating Rate Notes Due August 31, 2023
|
|
|
accompanying prospectus supplement) as ordinary interest income
at the time it accrues or is received in accordance with the U.S. Holder’s method of tax accounting.
Upon the sale or other taxable disposition of a note, a U.S.
Holder generally will recognize capital gain or loss equal to the difference between the amount realized on the disposition (other
than any amount attributable to accrued interest, which will be treated as a payment of interest) and the U.S. Holder’s tax
basis in the note. A U.S. Holder’s tax basis in a note generally will equal the cost of the note to the U.S. Holder. Such
gain or loss generally will be long-term capital gain or loss if the U.S. Holder has held the note for more than one year at the
time of disposition.
Subject to the discussion below, under current law Non-U.S. Holders
(as defined in the accompanying prospectus supplement) generally will not be subject to U.S. federal withholding or income tax
with respect to interest paid on and amounts received on the sale, exchange or retirement of the notes if they comply with applicable
certification requirements. Special rules apply to Non-U.S. Holders whose income on the notes is effectively connected with the
conduct of a U.S. trade or business or who are individuals present in the United States for 183 days or more in a taxable year.
As discussed in the section of the accompanying prospectus supplement
entitled “United States Federal Tax Considerations,” withholding under legislation commonly referred to as “FATCA”
(if applicable) will generally apply to amounts treated as interest paid with respect to the notes and to the payment of gross
proceeds of a disposition (including a retirement) of the notes. However, under an Internal Revenue Service notice, withholding
under “FATCA” will apply to payments of gross proceeds (other than amounts treated as interest) only with respect to
dispositions after December 31, 2018. You should consult your tax adviser regarding the potential application of “FATCA”
to the notes.
You should read the section entitled “United States
Federal Tax Considerations” in the accompanying prospectus 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 notes.
You should also consult your tax adviser regarding
all aspects of the U.S. federal tax consequences of an investment in the notes and any tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction.
|
Trustee:
|
The Bank of New York Mellon (as trustee under an indenture dated November 13, 2013) will serve as trustee for the notes.
|
Use of proceeds and hedging:
|
The net proceeds received from the sale of the notes will be
used for general corporate purposes and, in part, in connection with hedging our obligations under the notes through one or more
of our affiliates.
Hedging activities related to the notes by one or more
of our affiliates involves trading in one or more instruments, such as options, swaps and/or futures, based on 3-month U.S. dollar
LIBOR and/or taking positions in any other available securities or instruments that we may wish to use in connection with such
hedging. It is possible that our affiliates may profit from this hedging activity, even if the value of the notes declines. Profit
or loss from this hedging activity could affect the price at which Citigroup Inc.’s affiliate, CGMI, may be willing to purchase
your notes in the secondary market. For further information on our use of proceeds and hedging, see “Use of Proceeds and
Hedging” in the accompanying prospectus.
|
ERISA and IRA purchase considerations:
|
Please refer to “Benefit Plan Investor Considerations” in the accompanying prospectus supplement for important information for investors that are ERISA or other benefit plans or whose underlying assets include assets of such plans.
|
Fees and selling concessions:
|
CGMI, an affiliate of Citigroup Inc. and the underwriter of the
sale of the notes, is acting as principal and will receive an underwriting fee of $10.00 for each note sold in this offering (or
up to $5.00 for each note sold to fee-based advisory accounts). The actual underwriting fee will be equal to $10.00 for each note
sold by CGMI directly to the public and will otherwise be equal to the selling concession provided to selected dealers, as described
in this paragraph. CGMI will pay selected dealers not affiliated with CGMI a selling concession of $10.00 for each note they sell
to accounts other than fee-based advisory accounts. CGMI will pay selected dealers not affiliated with CGMI, which may include
dealers acting as custodians, a variable selling concession of up to $5.00 for each note they sell to fee-based advisory accounts.
Additionally, it is possible that CGMI and its affiliates
may profit from hedging activity related to this
|
Citigroup Inc.
|
Non-Callable Fixed to Floating Rate Notes Due August 31, 2023
|
|
|
offering, even if the value of the notes declines. You should refer to “Risk Factors” above and the section “Use of Proceeds and Hedging” in the accompanying prospectus.
|
Supplemental information regarding plan of distribution; conflicts of interest:
|
The terms and conditions set forth in the Global Selling Agency
Agreement dated November 13, 2013 among Citigroup Inc. and the agents named therein, including CGMI, govern the sale and purchase
of the notes.
The notes will not be listed on any securities exchange.
In order to hedge its obligations under the notes, Citigroup
Inc. has entered into one or more swaps or other derivatives transactions with one or more of its affiliates. You should refer
to the sections “Risk Factors—Hedging and trading activity by Citigroup Inc. could result in a conflict of interest,”
and “General Information—Use of proceeds and hedging” in this pricing supplement and the section “Use of
Proceeds and Hedging” in the accompanying prospectus.
CGMI is an affiliate of Citigroup Inc. Accordingly,
the offering of the notes will conform with the requirements addressing conflicts of interest when distributing the securities
of an affiliate set forth in Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. Client accounts
over which Citigroup Inc., its subsidiaries or affiliates of its subsidiaries have investment discretion are not permitted to
purchase the notes, either directly or indirectly, without the prior written consent of the client. See “Plan of Distribution;
Conflicts of Interest” in the accompanying prospectus supplement for more information.
|
Calculation agent:
|
Citibank, N.A., an affiliate of Citigroup Inc., will serve as calculation agent for the notes. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will, in the absence of manifest error, be conclusive for all purposes and binding on Citigroup Inc. and the holders of the notes. Citibank, N.A. is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable judgment.
|
Paying agent:
|
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security representing the notes as custodian for The Depository Trust Company (“DTC”).
|
Contact:
|
Clients may contact their local brokerage representative.
|
We encourage you to also read the accompanying prospectus
supplement and prospectus, which can be accessed via the hyperlink on the cover page of this pricing supplement.
Determination of Interest Payments
On each interest payment date, the amount of each interest payment
will equal (i) the stated principal amount of the notes multiplied by the interest rate in effect during the applicable interest
period
divided by
(ii) 4.
Determination of 3-month U.S. Dollar LIBOR
3-month U.S. dollar LIBOR is a daily reference rate fixed in
U.S. dollars based on the interest rates at which banks borrow funds from each other for a term of three months, in marketable
size, in the London interbank market. For any relevant date, 3-month U.S. dollar LIBOR will equal the rate for 3-month U.S. dollar
LIBOR appearing on Reuters page “LIBOR01” (or any successor page as determined by the calculation agent) as of 11:00
am (London time) on that date.
If a rate for 3-month U.S. dollar LIBOR is not published on Reuters
page “LIBOR01” (or any successor page as determined by the calculation agent) on any day on which the rate for 3-month
U.S. dollar LIBOR is required, then the calculation agent will request the principal London office of each of five major reference
banks in the London interbank market, selected by the calculation agent, to provide such bank’s offered quotation to prime
banks in the London interbank market for deposits in U.S. dollars in an amount that is representative of a single transaction in
that market at that time (a “Representative Amount”) and for a term of three months as of 11:00 am (London time) on
such day. If at least two such quotations are so provided, the rate for 3-month U.S. dollar LIBOR will be the arithmetic mean of
such quotations. If fewer than two such quotations are provided, the calculation agent will request each of three major banks in
New York City to provide such bank’s rate to leading European banks for loans in U.S. dollars in a Representative Amount
and for a term of three months as of approximately 11:00 am (New York City time) on such day. If at least two such rates are so
provided, the rate for 3-month U.S. dollar LIBOR will be the arithmetic mean of such rates. If fewer than two such rates are so
provided, then the rate for 3-month U.S. dollar LIBOR will be 3-month U.S. dollar LIBOR in effect as of 11:00 am (New York City
time) on the immediately preceding London business day.
Citigroup Inc.
|
Non-Callable Fixed to Floating Rate Notes Due August 31, 2023
|
|
A “business day” means 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.
A “London business day” means any day on which dealings
in deposits in U.S. dollars are transacted in the London interbank market.
Historical Information on 3-month U.S. Dollar
LIBOR
3-month U.S. dollar LIBOR was 0.83344% on August 26, 2016. The
graph below shows the published daily rate for 3-month U.S. dollar LIBOR for each day it was available from January 3, 2006 to
August 26, 2016. We obtained the values below from Bloomberg L.P., without independent verification. You should not take the historical
performance of 3-month U.S. dollar LIBOR as an indication of future performance.
Historical 3-Month U.S. Dollar LIBOR
January 3, 2006 to August 26, 2016
|
|
Additional Information
We reserve the right to withdraw, cancel or modify any offering
of the notes and to reject orders in whole or in part prior to their issuance.
Certain Selling Restrictions
Hong Kong Special Administrative Region
The contents of this pricing supplement and the accompanying
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 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
|
Citigroup Inc.
|
Non-Callable Fixed to Floating Rate Notes Due August 31, 2023
|
|
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 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
|
|
(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.
Validity of the Notes
In the opinion of Davis Polk & Wardwell
LLP, as special products counsel to Citigroup Inc., when the notes offered by this pricing supplement have been executed and issued
by Citigroup Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment therefor, such notes
will be valid and binding obligations of Citigroup Inc., enforceable in accordance with their 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
Citigroup Inc.
|
Non-Callable Fixed to Floating Rate Notes Due August 31, 2023
|
|
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 notes.
In giving this opinion, Davis Polk &
Wardwell LLP has assumed the legal conclusions expressed in the opinion set forth below of Barbara Politi, Associate 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 August 3, 2016, which has been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on August
3, 2016, 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 notes nor the issuance and delivery of the notes, nor the compliance by Citigroup
Inc. with the terms of the notes, will result in a violation of any provision of any instrument or agreement then binding upon
Citigroup Inc. or any restriction imposed by any court or governmental body having jurisdiction over Citigroup Inc.
In the opinion of Barbara Politi, Associate
General Counsel–Capital Markets of Citigroup Inc., (i) the terms of the notes 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 Inc. has
duly authorized the issuance and sale of such notes 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 of the notes offered by this
pricing supplement by Citigroup Inc., 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.
© 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.
Citigroup (NYSE:C)
Historical Stock Chart
From Mar 2024 to Apr 2024
Citigroup (NYSE:C)
Historical Stock Chart
From Apr 2023 to Apr 2024