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Citigroup Global Markets Holdings Inc.
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February 21, 2017
Medium-Term Senior Notes, Series
N
Pricing Supplement No. 2017-USNCH0379
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos.
333-214120 and 333-214120-03
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Non-Callable Fixed to Floating Rate Notes Due
February 24, 2027
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·
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The notes will pay interest at a fixed rate of 3.10% 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% and a maximum interest rate of 6.50% per annum. 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. In no event will any
interest payment after the first two years be paid at a rate that exceeds the maximum interest rate of 6.50% per annum.
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·
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The notes are unsecured senior debt obligations of Citigroup Global Markets Holdings Inc. and are guaranteed by Citigroup Inc.
All payments due on the notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
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·
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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.
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KEY TERMS
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Issuer:
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Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of
Citigroup Inc.
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Guarantee:
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All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc.
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Issue price:
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$1,000 per note
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Stated principal amount:
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$1,000 per note
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Aggregate stated principal amount:
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$14,250,000
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Pricing date:
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February 21, 2017
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Original issue date:
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February 24, 2017
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Maturity date:
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February 24, 2027. 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.
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Principal due at maturity:
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Full principal amount due at maturity
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Payment at maturity:
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$1,000 per note
plus
any accrued and unpaid interest
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Interest rate per annum:
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From
and including the original issue date to but excluding February 24, 2019:
3.10%
From
and including February 24, 2019 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 1.50% per annum, subject to a minimum interest rate of 0.00% per annum and a maximum interest rate of 6.50% per annum
for any interest period
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Interest period:
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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
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Interest payment dates:
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Interest on the notes is payable quarterly on the 24th day of each February, May, August
and November, beginning on May 24, 2017 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.
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Day count convention:
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30/360 Unadjusted. See “Determination of Interest Payments” in this pricing
supplement.
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Business day:
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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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Business day convention:
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Following
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CUSIP / ISIN:
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17324CF84 / US17324CF844
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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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Underwriter:
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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.
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Underwriting fee and issue price:
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Issue price
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Underwriting fee
(1)
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Proceeds to issuer
(2)
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Per note:
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$1,000.00
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$3.50
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$996.50
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Total:
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$14,250,000.00
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$49,875.00
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$14,200,125.00
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(1) CGMI, an affiliate of Citigroup
Global Markets Holdings Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting
fee of up to $3.50 for each $1,000 note sold in this offering. Selected dealers not affiliated with CGMI will receive a selling
concession of up to $3.50 for each note they sell. Additionally, it is possible that CGMI and its affiliates may profit from hedging
activity related to this offering, even if the value of the notes declines. You should refer to “Risk Factors” and
“General Information—Fees and selling concessions” in this pricing supplement for more information.
(2) The per note proceeds to
Citigroup Global Markets Holdings Inc. indicated above represent the minimum per note proceeds to Citigroup Global Markets Holdings
Inc. for any note, assuming the maximum per note underwriting fee of $3.50. As noted in footnote (1), the underwriting fee is
variable.
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.
You should read this pricing supplement
together with the accompanying prospectus supplement and prospectus, each of which can be accessed via the hyperlink below:
Prospectus Supplement and Prospectus each dated October 14, 2016
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.
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Citigroup Global Markets Holdings Inc.
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Non-Callable Fixed to Floating Rate Notes Due February 24, 2027
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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 the
business of Citigroup Inc. more generally. We also urge you to consult your investment, legal, tax, accounting and other advisers
in connection with your investment in the notes.
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§
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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.
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§
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The interest rate applicable to the notes will be subject to a maximum
per annum rate.
The interest rate applicable to the notes from and including February 24, 2019 to but excluding the maturity
date cannot exceed 6.50% per annum for any interest period. As a result, the notes may provide you less interest income than an
investment in a similar instrument that is not subject to a maximum per annum rate.
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§
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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 3.10%. 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 (guaranteed by Citigroup Inc.) of comparable maturity.
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§
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An investment in the notes may be more risky than an investment
in notes with a shorter term.
The notes have a term of ten years. By purchasing notes with a longer term, you will bear greater
exposure to fluctuations in market interest rates than if you purchased a note with a shorter term. In particular, if the level
of 3-month U.S. dollar LIBOR does not increase from its current level, you may be holding a long-dated security that pays an interest
rate that is less than that which would be payable on a conventional fixed-rate, non-callable debt security of Citigroup Global
Markets Holdings Inc. (guaranteed by Citigroup Inc.) of comparable maturity. In addition, if you tried to sell your notes at such
time, the value of your notes in any secondary market transaction would also be adversely affected.
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§
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The notes are subject to the credit risk of Citigroup Global Markets
Holdings Inc. and Citigroup Inc., and any actual or perceived changes to the creditworthiness of either entity may adversely affect
the value of the notes.
You are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If
Citigroup Global Markets Holdings Inc. defaults on its obligations under the notes and Citigroup Inc. defaults on its guarantee
obligations, 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 the creditworthiness of Citigroup Global Markets Holdings Inc.
or Citigroup Inc. Any decline or anticipated decline in the credit ratings of either entity, or any increase or anticipated increase
in the credit spreads of either entity, is likely to adversely affect the value of the notes.
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§
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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.
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§
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Immediately following issuance, any secondary market bid price provided
by CGMI, and the value that will be indicated on any brokerage account statements prepared by CGMI or its affiliates, will reflect
a temporary upward adjustment.
The amount of this temporary upward adjustment will steadily decline to zero over the temporary
adjustment period. See “General Information—Temporary adjustment period” in this pricing supplement.
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§
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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
Global Markets Holdings Inc. and 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.
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§
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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 includes, and secondary market prices are likely to exclude, underwriting
fees paid with respect to the notes, as well
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Citigroup Global Markets Holdings Inc.
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Non-Callable Fixed to Floating Rate Notes Due February 24, 2027
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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 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.
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§
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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 either Citigroup Global
Markets Holdings Inc. or 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.
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§
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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.
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§
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Hedging and trading activity by Citigroup Global Markets Holdings
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.
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§
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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.
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§
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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.
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§
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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.
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General Information
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Temporary adjustment period:
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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—The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”
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U.S. federal income tax considerations:
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In the opinion of our counsel, Davis Polk & Wardwell LLP,
the notes will 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
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Citigroup Global Markets Holdings Inc.
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Non-Callable Fixed to Floating Rate Notes Due February 24, 2027
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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 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.
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
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Trustee:
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The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will serve as trustee for the notes.
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Use of proceeds and hedging:
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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 Global Markets Holdings 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.
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ERISA and IRA purchase considerations:
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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.
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Fees and selling concessions:
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CGMI, an affiliate of Citigroup Global Markets Holdings
Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of up to $3.50
for each note sold in this offering. The actual underwriting fee will be equal to $3.50 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
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Citigroup Global Markets Holdings Inc.
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Non-Callable Fixed to Floating Rate Notes Due February 24, 2027
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concession of up to $3.50 for each note they sell.
Additionally, it is possible that CGMI and its affiliates may
profit from hedging activity related to this 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.
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Supplemental information regarding plan of distribution; conflicts of interest:
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The terms and conditions set forth in the Global Selling Agency
Agreement dated March 8, 2016 among Citigroup Global Markets Holdings Inc., 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
Global Markets Holdings 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 Global Markets Holdings 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 Global Markets Holdings 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.
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Calculation agent:
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Citibank, N.A., an affiliate of Citigroup Global Markets Holdings 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 Global Markets Holdings Inc., 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.
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Paying agent:
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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”).
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Contact:
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Clients may contact their local brokerage representative.
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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.
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Citigroup Global Markets Holdings Inc.
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Non-Callable Fixed to Floating Rate Notes Due February 24, 2027
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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 1.05344% on February 21, 2017.
The graph below shows the published daily rate for 3-month U.S. dollar LIBOR for each day it was available from January 2, 2007
to February 21, 2017. 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.
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Historical 3-Month U.S. Dollar LIBOR January 2, 2007 to February 21, 2017
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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 notes have not been offered or sold and will not be offered
or sold in Hong Kong by means of any document, other than
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(i)
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to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or
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(ii)
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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
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Citigroup Global Markets Holdings Inc.
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Non-Callable Fixed to Floating Rate Notes Due February 24, 2027
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(iii)
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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
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There is no advertisement, invitation or document relating to
the notes 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 notes are not insured by any governmental
agency. These notes 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 notes will be offered
pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”).
Accordingly, the notes 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 notes 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 notes are subscribed or purchased under Section
275 of the Securities and Futures Act by a relevant person which is:
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(a)
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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
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(b)
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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:
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(i)
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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
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(ii)
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where no consideration is or will be given for the transfer; or
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(iii)
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where the transfer is by operation of law; or
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(iv)
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pursuant to Section 276(7) of the Securities and Futures Act; or
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(v)
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as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
of Singapore.
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Any notes referred to herein may not be registered with any regulator,
regulatory body or similar organization or institution in any jurisdiction.
The notes 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 notes are not insured by any governmental
agency. These notes are not bank deposits. These notes 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 Global Markets Holdings Inc., when the notes 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 notes 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
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Citigroup Global Markets Holdings Inc.
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Non-Callable Fixed to Floating Rate Notes Due February 24, 2027
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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 notes.
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 October 14, 2016, which has
been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on October 14, 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 and the related guarantee, nor the compliance by Citigroup Global
Markets Holdings Inc. and Citigroup Inc. with the terms of the notes 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 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 Global Markets Holdings Inc.
has duly authorized the issuance and sale of such notes 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 notes offered by this pricing supplement by Citigroup Global Markets Holdings Inc., and the performance
by Citigroup Global Markets Holdings Inc. of its obligations thereunder, are within its corporate powers and do not contravene
its certificate of incorporation or bylaws or other constitutive documents. This opinion is given as of the date of this pricing
supplement and is limited to the laws of the State of New York.
Scott L. Flood, or other internal attorneys with whom he has
consulted, has examined and is familiar with originals, or copies certified or otherwise identified to his satisfaction, of such
corporate records of Citigroup Global Markets Holdings Inc., certificates or documents as he has deemed appropriate as a basis
for the opinions expressed above. In such examination, he or such persons has assumed the legal capacity of all natural persons,
the genuineness of all signatures (other than those of officers of Citigroup Global Markets Holdings Inc.), the authenticity of
all documents submitted to him or such persons as originals, the conformity to original documents of all documents submitted to
him or such persons as certified or photostatic copies and the authenticity of the originals of such copies.
In the opinion of Barbara Politi, Assistant General Counsel—Capital
Markets of Citigroup Inc., (i) the Board of Directors (or a duly authorized committee thereof) of Citigroup Inc. has duly authorized
the guarantee of such notes 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.
© 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.
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