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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-USNCH0333
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos.
333-214120 and 333-214120-03
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Callable Fixed Rate Notes
3.625% Notes Due 2032
The notes mature on February 15,
2032. We have the right to call the notes for mandatory redemption prior to maturity on a quarterly basis beginning five years
after issuance. Unless previously redeemed, the notes pay interest semi-annually at the fixed rate per annum indicated below.
The notes are senior unsecured
debt securities 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. If Citigroup Global Markets Holdings
Inc. and Citigroup Inc. default on their payment obligations, you could lose some or all of your investment.
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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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Stated principal amount:
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$1,000 per note
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Aggregate stated principal amount:
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$510,000
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Pricing date:
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February 21, 2017
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Issue date:
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February 24, 2017
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Maturity date:
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February 15, 2032
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Payment at maturity:
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Unless earlier redeemed, $1,000 per note
plus
any accrued and unpaid interest
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Interest:
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On each interest payment date, for each note you hold at the close of business on the applicable regular record date, we will pay you an interest payment calculated as follows: $1,000 × interest rate per annum × day count fraction. The regular record date for any interest payment date is the business day preceding that interest payment date. Notwithstanding the foregoing, the interest payment due at maturity or upon earlier redemption will be paid to the persons who hold the notes on the maturity date or the date of such earlier redemption.
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Interest rate per annum:
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3.625%
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Interest payment dates:
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Semi-annually on the 15th day of each February and August of each year, beginning on August 15, 2017 and ending on (and including) the maturity date or, if applicable, the date on which the notes are redeemed.
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Postponement for non-business days:
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If any interest payment date, redemption date or the maturity date is not a business day, any payment required to be made on that day will be made on the next succeeding business day, and no additional interest will accrue as a result of the delay in payment. A “business day” is any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions are authorized or obligated by law or executive order to close.
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Day count fraction:
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For any interest payment date: (i) the number of calendar days from and including the immediately preceding interest payment date (or the issue date in the case of the first interest payment date) to but excluding the current interest payment date, where each complete one-month period (measured from and including a given numerical date in one month to but excluding the same numerical date in the next month) is deemed to contain 30 calendar days,
divided by
(ii) 360. For purposes of the preceding sentence, the number of calendar days from and including the issue date to but excluding the first interest payment date is equal to (x) the number of calendar days from and including the issue date to but excluding the first succeeding day that is the 15th of a month
plus
(y) the number of months from and including the month of such first succeeding day to but excluding the month of the first interest payment date
multiplied by
30.
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Redemption:
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Beginning on February 15, 2022, we have the right to call the notes
for mandatory redemption, in whole and not in part, on any redemption date and pay to you 100% of the principal amount of the notes
plus accrued and unpaid interest to but excluding the date of such redemption. If we decide to redeem the notes, we will give you
notice at least five business days before the redemption date specified in the notice.
So long as the notes are represented by global securities and are
held on behalf of The Depository Trust Company (“DTC”), redemption notices and other notices will be given by delivery
to DTC. If the notes are no longer represented by global securities and are not held on behalf of DTC, redemption notices and other
notices will be published in a leading daily newspaper in New York City, which is expected to be
The Wall Street Journal
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Redemption dates:
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The 15th day of each February, May, August and November, beginning in February 2022.
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Survivor’s option:
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The notes are Survivor’s Option Notes. The representative of a deceased beneficial owner of the notes will have the right to request early repayment of the notes, subject to the terms and limitations described in this pricing supplement in the section “Repayment Upon Death.”
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CUSIP / ISIN:
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17290JBA8 / US17290JBA88
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Listing:
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The notes will not be listed on any securities exchange and, accordingly, may have limited or no liquidity. You should not invest in the notes unless you are willing to hold them to maturity.
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Underwriters:
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Citigroup Global Markets Inc. (“CGMI”), an affiliate of Citigroup Global Markets Holdings Inc., as lead agent, and Incapital LLC, as agent, each acting as principal.
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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
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Per note:
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$1,000.00
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$25.00
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$975.00
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Total:
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$510,000.00
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$12,750.00
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$497,250.00
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(1) For more information on the distribution of the notes, see
“Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates
may profit from hedging activity related to the notes, even if the value of the notes declines. See “Use of Proceeds and
Hedging” in the accompanying prospectus.
Investing in the notes involves risks. See “Risk Factors
Relating to the Notes” beginning on page PS-2.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the notes or determined that this pricing supplement and the accompanying
prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement
together with the accompanying prospectus supplement and prospectus, which can be accessed via the following hyperlink:
Prospectus
Supplement and Prospectus each dated 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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Callable Fixed Rate Notes
3.625% Notes Due 2032
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Additional Information
The terms of the notes are set forth in the accompanying prospectus
supplement and prospectus, as supplemented by this pricing supplement. The accompanying prospectus supplement and prospectus contain
important disclosures that are not repeated in this pricing supplement. You should carefully review the accompanying prospectus
supplement and prospectus together with this pricing supplement in connection with your investment in the notes. To the extent
that the description of the terms of the notes set forth in this pricing supplement is inconsistent with the information set forth
in the accompanying prospectus supplement and prospectus, the information in this pricing supplement controls.
The notes are senior unsecured debt securities issued by Citigroup
Global Markets Holdings Inc. under the senior debt indenture described in the accompanying prospectus supplement and prospectus.
The notes will constitute part of the senior debt of Citigroup Global Markets Holdings Inc. and will rank equally with all other
unsecured and unsubordinated debt of Citigroup Global Markets Holdings Inc. The guarantee of payments due on the notes will constitute
part of the senior indebtedness of Citigroup Inc. and will rank on an equal basis with all other unsecured debt of Citigroup Inc.
other than subordinated debt.
Risk Factors Relating to the Notes
The risk factors below describe certain risks associated with
an investment in the notes. You should read the risk factors below together with the risk factors included 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.
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The notes may be redeemed at our option, which limits your ability
to accrue interest over the full term of the notes.
We may redeem the notes, in whole but not in part, on any redemption date
beginning approximately five years after the date of issuance of the notes. In the event that we redeem the notes, you will receive
the principal amount of the notes and any accrued and unpaid interest to but excluding the redemption date. In this case, you will
not have the opportunity to continue to accrue and be paid interest to the maturity date of the notes.
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Market interest rates at a particular time will affect our decision
to redeem the notes.
It is more likely that we will call the notes for mandatory redemption prior to their maturity date at
a time when the interest rate on the notes is greater than that which we would pay on a comparable debt security of ours (guaranteed
by Citigroup Inc.) with a maturity comparable to the remaining term of the notes. Consequently, if we redeem the notes prior to
their maturity, you may not be able to invest in other securities with a similar level of risk that yield as much interest as the
notes.
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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 fifteen years, subject to our right to call the notes for mandatory
redemption beginning five years after the date of issuance of the notes. By purchasing notes with a relatively long term, you will
bear greater exposure to fluctuations in interest rates than if you purchased a note with a shorter term. In particular, you may
be negatively affected if interest rates begin to rise, because the likelihood that we will redeem your notes will decrease and
the interest rate on the notes may be less than the amount of interest you could earn on other investments with a similar level
of risk available at such time. 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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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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The notes will not be listed on any securities exchange and you
may not be able to sell the notes 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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Secondary market sales of the notes are likely to 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 or earlier redemption
by us, if applicable. If you are able to sell your notes prior to maturity or redemption, you are likely to receive less than the
stated principal amount of the notes.
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Citigroup Global Markets Holdings Inc.
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Callable Fixed Rate Notes
3.625% Notes Due 2032
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Any increase in market interest rates is likely to reduce the value
of the notes.
If market interest rates increase, the interest rate payable on the notes will become less favorable as compared
to the yield available on other investments with a similar level of risk as the notes at that time, reducing the value of the notes.
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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 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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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: 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, expectations about whether we are likely to redeem the
notes, changes in CGMI’s estimation of the value of the survivor’s option 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 or redemption , and sale of
the notes prior to maturity or redemption may result in a loss.
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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 “Supplemental Plan of Distribution” in this pricing supplement.
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The survivor’s option is subject to significant limitations.
The representative of a deceased beneficial owner of the notes will have the right to request early repayment of the notes by us
on the terms described in the section “Repayment Upon Death” in this pricing supplement. That repayment right is subject
to significant limitations, including the following: the notes must have been beneficially owned by the deceased beneficial owner
or his or her estate for at least one year prior to submission of the request for repayment; the notes will be grouped with all
other Survivor’s Option Notes and subject to an aggregate annual repayment limit, as more fully described under “Repayment
Upon Death” in this pricing supplement; and we will not be obligated to repay more than $250,000 in stated principal amount
of the notes offered by this pricing supplement to the representative of any individual deceased beneficial owner of the notes
in any calendar year. Because of these limitations, your representative may not be able to obtain repayment of any of the notes
beneficially owned by you following your death, or may only be able to obtain repayment of a portion of the notes owned by you,
and any such repayment may be delayed for multiple years. See “Repayment Upon Death” in this pricing supplement for
additional information.
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United States Federal Tax Considerations
The notes will be treated for U.S. federal income tax purposes
as fixed rate debt instruments that are issued without original issue discount.
Both U.S. and non-U.S. persons considering an investment in the
notes should read the discussion under “United States Federal Tax Considerations,” and in particular the sections entitled
“United States Federal Tax Considerations—Tax Consequences to U.S. Holders,” “—Tax Consequences to
Non-U.S. Holders” and “—FATCA” in the accompanying prospectus supplement for more information.
Supplemental Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc.
and the lead agent for the sale of the notes, will purchase all of the notes offered by this pricing supplement at the issue price
set forth on the cover page of this pricing supplement less the underwriting fee set forth on the cover page of this pricing supplement
and will sell all of such notes to Incapital LLC, as agent for the sale of the notes, at the same price. Incapital LLC will, in
turn, offer the notes to the public at the issue price set forth on the cover page of this pricing supplement and/or to selected
dealers at the issue price less a selling concession equal to the underwriting fee set forth on the cover page of this pricing
supplement. If all of the notes are not sold at the initial issue price, CGMI may change the issue price and other selling terms.
CGMI is an affiliate of ours. Accordingly, this offering will
conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule
5121 of the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries have investment
discretion will not be permitted to purchase the notes, either directly or indirectly, without the prior written consent of the
client.
See “Plan of Distribution” in each of the accompanying
prospectus supplement and prospectus for additional information.
In order to hedge its obligations under the notes, Citigroup
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 section “Risk Factors Relating to the Notes—The inclusion of
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Citigroup Global Markets Holdings Inc.
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Callable Fixed Rate Notes
3.625% Notes Due 2032
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underwriting fees and projected profit from hedging in the issue
price is likely to adversely affect secondary market prices” in this pricing supplement and the section “Use of Proceeds
and Hedging” in the accompanying prospectus.
For a period of approximately six months following issuance of
the notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated
for the notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through
one or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise
be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its
affiliates over the term of the notes. The amount of this temporary upward adjustment will decline to zero on a straight-line basis
over the six-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors at any time. See
“Risk Factors Relating to the Notes—The notes will not be listed on any securities exchange and you may not be able
to sell the notes prior to maturity.”
Repayment Upon Death
Following the death of any beneficial owner of the notes, Citigroup
Global Markets Holdings Inc. will repay any notes (or the applicable portion of any notes) that are beneficially owned by the deceased
beneficial owner and are validly tendered for repayment at a price equal to the stated principal amount of the notes tendered plus
accrued and unpaid interest to but excluding the date of repayment. To be validly tendered, notes must be submitted for repayment
in accordance with the requirements set forth below by a representative of the deceased beneficial owner who has authority to act
on behalf of the deceased beneficial owner under the laws of the appropriate jurisdiction (including, without limitation, the personal
representative, executor, surviving joint tenant or surviving tenant by the entirety of the deceased beneficial owner). The right
of the representative of a deceased beneficial owner to request repayment under this section, which we refer to as the “survivor’s
option,” is subject to the following important limitations:
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The notes tendered for repayment must have been beneficially owned by the deceased beneficial owner or his or her estate for
at least one year prior to the submission of the request for repayment.
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Citigroup Global Markets Holdings Inc.’s repayment obligation with respect to all Survivor’s Option Notes (including
but not limited to the notes offered by this pricing supplement) in any calendar year will be subject to an aggregate limit (the
“Aggregate Annual Limit”) equal to the greater of (i) $2 million and (ii) 1% of the aggregate outstanding stated principal
amount of all Survivor’s Option Notes as of the end of the most recent calendar year. The Aggregate Annual Limit applies
to all Survivor’s Option Notes as a group. “Survivor’s Option Notes” are notes issued by Citigroup Global
Markets Holdings Inc. on or after March 8, 2016 that are designated as Survivor’s Option Notes in the applicable pricing
supplement. The notes offered by this pricing supplement are Survivor’s Option Notes.
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Citigroup Global Markets Holdings Inc. will not be obligated to repay more than $250,000 in stated principal amount of the
notes offered by this pricing supplement to the representative of any individual deceased beneficial owner in any calendar year
(the “$250,000 Individual Annual Limit”). For the avoidance of doubt, the $250,000 Individual Annual Limit applies
only to the notes offered by this pricing supplement. Any other Survivor’s Option Notes owned by a deceased beneficial owner
of the notes offered by this pricing supplement would not count against the $250,000 Individual Annual Limit applicable to the
notes offered by this pricing supplement.
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The stated principal amount of notes tendered for repayment must be $1,000 or an integral multiple of $1,000.
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Notes that are validly tendered pursuant to this section will
be accepted promptly in the order all such notes are tendered, except for any notes the acceptance of which would contravene the
limitations described above. The Aggregate Annual Limit and the $250,000 Individual Annual Limit will be applied to the notes (and,
in the case of the Aggregate Annual Limit, all other Survivor’s Option Notes) in the order tendered, so that all validly
tendered notes will be accepted for repayment in the order tendered until the relevant limit is reached, and any additional or
subsequently tendered notes will not be accepted for repayment in the current calendar year. Any notes tendered for repayment that
are not accepted in any calendar year due to the application of the Aggregate Annual Limit or the $250,000 Individual Annual Limit
will be deemed to be tendered in the following calendar year (and succeeding calendar years if any notes continue not to be accepted
in the following calendar year due to the application of these limits) in the order in which such notes were originally tendered.
Because of the limits described above, your representative
may not be able to obtain repayment of any of the notes beneficially owned by you following your death, or may only be able to
obtain repayment of a portion of the notes owned by you, and any such repayment may be delayed for multiple years.
The following
illustrate some of the potential effects of these limitations:
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If you have beneficially owned the notes for less than one year at the date of your death, your representative will not be
entitled to request repayment under this section until one year after the date you acquired your beneficial ownership.
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All Survivor’s Option Notes, including but not limited to the notes, are grouped together for purposes of applying the
Aggregate Annual Limit, which in any calendar year is equal to the greater of (i) $2 million and (ii) 1% of the aggregate outstanding
stated principal amount of all Survivor’s Option Notes as of the end of the most recent calendar year. Because it is not
possible to
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Citigroup Global Markets Holdings Inc.
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Callable Fixed Rate Notes
3.625% Notes Due 2032
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predict the aggregate amount of Survivor’s Option
Notes that will be outstanding as of the end of any future calendar year, you should assume that the Aggregate Annual Limit may
be as low as $2 million. Repayment requests submitted with respect to all Survivor’s Option Notes, and not just the notes
offered by this pricing supplement, will count against the Aggregate Annual Limit. Even if no repayment requests are submitted
with respect to any of the notes offered by this pricing supplement, the Aggregate Annual Limit may be reached as a result of repayment
requests submitted with respect to other Survivor’s Option Notes. If the Aggregate Annual Limit is reached in any calendar
year prior to the time when your representative submits a request for repayment of notes beneficially owned by you, your representative
will not be able to obtain repayment of those notes in that calendar year. If prior repayment requests significantly exceed the
Aggregate Annual Limit, the excess of those prior repayment requests may be carried forward for multiple years, so that it may
be a long period of time before your representative would be entitled to any repayment. Representatives who submit prior repayment
requests will be entitled to repayment in full before your representative would be entitled to any repayment.
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Even if the Aggregate Annual Limit is not reached before your representative submits a repayment request, your representative
will be limited in each calendar year by the $250,000 Individual Annual Limit.
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If any notes that are validly tendered for repayment pursuant
to this section are not accepted, the paying agent will deliver to any affected representative a notice that states the reasons
the notes have not been accepted for repayment. The notice will be sent by first-class mail to the broker or other entity through
which the deceased beneficial owner’s interests in the notes are held.
The death of a person holding a beneficial ownership interest
in any notes as a joint tenant with right of survivorship or tenant by the entirety with another person, or as a tenant in common
with the deceased beneficial owner’s spouse, will be deemed the death of a beneficial owner of those notes, and the entire
stated principal amount of the notes so held, plus accrued and unpaid interest to but excluding the date of repayment, will be
subject to repayment pursuant to this section. However, the death of a person holding a beneficial ownership interest in any notes
as tenant in common with a person other than such deceased beneficial owner’s spouse will be deemed the death of a beneficial
owner only with respect to such deceased beneficial owner’s interest in the notes, and only a pro rata portion of those notes
corresponding to such deceased beneficial owner’s interest will be subject to repayment pursuant to this section.
The death of a person who, during his or her lifetime, was entitled
to substantially all of the beneficial ownership interests in any notes (including the right to sell, transfer or otherwise dispose
of an interest in the notes, the right to receive the proceeds from the notes and the right to receive principal and interest)
will be deemed the death of the beneficial owner of those notes for purposes of this section, regardless of whether that deceased
beneficial owner was the registered holder of those notes, if entitlement to those interests can be established to the satisfaction
of Citigroup Global Markets Holdings Inc. and the paying agent. Such beneficial ownership interest will be deemed to exist in typical
cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property
or other joint ownership arrangements between spouses. In addition, a beneficial ownership interest will be deemed to exist in
custodial and trust arrangements where one person has all of the beneficial ownership interests in the applicable notes during
his or her lifetime.
Any notes accepted for repayment pursuant to this section will
be repaid on the first June 15 or December 15 that occurs 35 or more calendar days after the date of such acceptance (such date,
a “repayment date”). If that date is not a business day, payment will be made on the next succeeding business day.
Any repayment request may be withdrawn by the representative presenting the request upon delivery of a written request for withdrawal
to the paying agent not less than 30 calendar days before the repayment date. If the notes cease to be outstanding on or prior
to the applicable repayment date, no repayment will be made pursuant to this section on that repayment date.
Subject to the foregoing, in order for a right to repayment under
this section to be validly exercised, the paying agent must receive:
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a written request for repayment signed by the representative, and the representative’s signature must be guaranteed by
a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial
bank or trust company having an office or correspondent in the United States;
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appropriate evidence satisfactory to Citigroup Global Markets Holdings Inc. and the paying agent that (i) the representative
has authority to act on behalf of the deceased beneficial owner; (ii) the death of such beneficial owner has occurred; (iii) the
deceased was the beneficial owner of the notes at the time of death; and (iv) the deceased acquired his or her beneficial ownership
interest in the notes at least one year prior to the date of submission of the repayment request;
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if the notes are held by a nominee of the deceased beneficial owner, a certificate satisfactory to Citigroup Global Markets
Holdings Inc. and the paying agent from that nominee attesting to the beneficial ownership of the notes; and
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any additional information Citigroup Global Markets Holdings Inc. or the paying agent reasonably requires to evidence satisfaction
of any conditions to the exercise of the right of repayment under this section or to document beneficial ownership or authority
to make the election and to cause the repayment of the notes.
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Citigroup Global Markets Holdings Inc.
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Callable Fixed Rate Notes
3.625% Notes Due 2032
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All questions as to the eligibility or validity of any exercise
of the right to repayment under this section will be determined by Citigroup Global Markets Holdings Inc., in its sole discretion,
and those determinations will be final and binding on all parties.
Because the notes will be issued in book-entry form and held
of record by a nominee of The Depository Trust Company (“DTC”), DTC’s nominee will be the holder of the notes
and therefore will be the only entity that can exercise the right to repayment of the notes described in this section. To obtain
repayment pursuant to this section, the representative of the deceased beneficial owner must provide to the broker or other entity
through which the deceased beneficial owner holds an interest in the notes:
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the documents required to be submitted to the paying agent as described above; and
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instructions to the broker or other entity to notify DTC of the representative’s desire to obtain repayment pursuant
to this section.
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The broker or other entity must provide to the paying agent:
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the documents received from the representative referred to in the first bullet point of the preceding paragraph; and
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a certificate satisfactory to the paying agent from the broker or other entity stating that it represents the deceased beneficial
owner.
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The applicable broker or other entity will be responsible for
disbursing to the appropriate representative any payments it receives pursuant to this section. We will not provide notice of redemption
in the case of any repayment pursuant to this section.
Depending on market conditions, including changes in interest
rates and our creditworthiness, it is possible that the value of the notes in the secondary market at any time may be greater than
their stated principal amount plus any accrued and unpaid interest. Accordingly, prior to exercising the option to request repayment
described in this section, the representative of the deceased beneficial owner should contact the broker or other entity through
which the notes are held to determine whether a sale of the notes in the secondary market may result in greater proceeds than the
stated principal amount plus accrued and unpaid interest pursuant to a request for repayment under this section.
The representative of a deceased beneficial owner may obtain
more information from Citibank, N.A., the paying agent for the notes, by calling 1-800-422-2066 during normal business hours in
New York City.
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 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
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Citigroup Global Markets Holdings Inc.
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Callable Fixed Rate Notes
3.625% Notes Due 2032
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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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