CALCULATION
OF REGISTRATION FEE
Title
of each class of securities to be registered
|
Maximum
aggregate offering price
|
Amount
of registration fee
(1) (2)
|
Medium-Term Senior
Notes, Series N
|
$833,000
|
$96.54
|
|
(1)
|
Calculated
in accordance with Rule 457(r) of the Securities Act.
|
|
(2)
|
Pursuant
to Rule 457(p) under the Securities Act, the $3,271.68 remaining of the registration
fees previously paid with respect to unsold securities registered on Post-Effective Amendment
No. 1 to Registration Statement File No. 333-157386, filed on February 11, 2011 by Citigroup
Funding Inc., a wholly owned subsidiary of Citigroup Inc., and Registration Statement
File No. 333-172554, filed on March 2, 2011 by Citigroup Funding Inc., is being carried
forward, of which $96.54 is offset against the registration fee due for this offering
and of which $3,175.14 remains available for future registration fee offset. The
most recent filing utilizing a portion of the registration fees previously paid with
respect to unsold securities registered on these registration statements was filed on
October 19, 2016. No additional registration fee has been paid with respect to
this offering.
|
Citigroup Global Markets Holdings Inc.
|
October
17, 2016
Medium-Term Senior
Notes, Series N
Pricing Supplement
No. 2016-USNCH0207
Filed Pursuant to
Rule 424(b)(2)
Registration Statement
Nos. 333-192302 and 333-192302-06
|
Autocallable Equity Linked Securities Based on the
Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of
NVIDIA Corporation Due October 20, 2017
|
▪
|
The securities offered by this pricing supplement are unsecured
senior debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed
by Citigroup Inc. The securities offer a monthly coupon payment at a per annum rate that
is generally higher than the rate we would pay on conventional debt securities of the
same maturity. In exchange for this higher coupon, you must be willing to accept the
risks that (i) the securities may be automatically redeemed prior to maturity in the
circumstances described below and (ii) if the securities are not automatically redeemed
prior to maturity and a downside event (as described below) occurs, you will receive
significantly less than the stated principal amount of your securities, and possibly
nothing, at maturity. Each of these risks will depend on the performance of the
worst
performing
of the shares of common stock of QUALCOMM Incorporated, the ordinary shares
of Broadcom Limited and the shares of common stock of NVIDIA Corporation (each, the “underlying
shares”), as described below. You will be subject to risks associated with each
of the underlying shares and will be negatively affected by adverse movements in any
of the underlying shares regardless of the performance of any other underlying shares.
Although you will be exposed to downside risk with respect to the worst performing underlying
shares, you will not participate in any appreciation of the underlying shares or receive
any dividends paid on the underlying shares.
|
|
▪
|
Investors in the securities must be willing to accept (i)
an investment that may have limited or no liquidity and (ii) the risk of not receiving
any payments due under the securities if we and Citigroup Inc. default on our obligations.
All payments on the securities are subject to the credit risk of Citigroup Global
Markets Holdings Inc. and Citigroup Inc.
|
KEY TERMS
|
|
Issuer:
|
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
|
Guarantee:
|
All payments due on the securities are fully and unconditionally guaranteed by Citigroup
Inc.
|
Underlying
shares:
|
Underlying
shares
|
Initial
share price*
|
Downside
threshold price**
|
Equity
ratio***
|
Shares
of Common Stock of QUALCOMM Incorporated
|
$65.19
|
$45.633
|
15.33978
|
Ordinary
Shares of Broadcom Limited
|
$168.88
|
$118.216
|
5.92136
|
Shares
of Common Stock of NVIDIA Corporation
|
$65.61
|
$45.927
|
15.24158
|
*
For each of the underlying shares, their closing price on the pricing date
** For each of the underlying shares, 70% of their initial
share price
*** For each of the underlying shares, the stated principal
amount of $1,000
divided by
their initial share price
|
Aggregate stated principal amount:
|
$833,000
|
Stated principal amount:
|
$1,000 per security
|
Pricing date:
|
October 17, 2016
|
Issue date:
|
October 20, 2016
|
Valuation date:
|
October 17, 2017, subject to postponement if such date is not a scheduled trading
day for any of the underlying shares or if certain market disruption events occur with respect to any of the underlying shares
|
Maturity date:
|
October 20, 2017
|
Coupon payments:
|
1.15% of the stated principal amount (approximately 13.80% per annum) paid on
each monthly coupon payment date, subject to automatic early redemption
|
Coupon payment dates:
|
The fifth business day following each observation date, and the final coupon
payment date will be the maturity date (or the earlier date on which the securities are automatically redeemed, if applicable)
|
Observation dates:
|
The 17th day of each month, beginning in November 2016 and ending in September
2017, each subject to postponement on the same basis as if it were the valuation date
|
Payment at maturity:
|
If the securities have not been earlier redeemed, for each
$1,000 stated principal amount security you hold at maturity, you will be entitled to receive the final coupon payment
plus
a cash payment equal to
:
▪
If a downside event occurs: the final share price of the worst performing underlying shares on the
valuation date × their equity ratio
▪
If a downside event
does not
occur: $1,000
If the securities have not been automatically redeemed
prior to maturity and a downside event occurs, your payment at maturity will be less than $700.00 per security and may
be as low as $0.00. You should not invest in the securities unless you are willing and able to bear the risk of losing
a significant portion, and up to all, of your investment.
|
Downside event:
|
A downside event will occur if the final share price of the worst performing
underlying shares on the valuation date is less than their downside threshold price.
|
Final share price:
|
For each of the underlying shares, their closing price on the valuation date
|
Worst performing underlying shares:
|
For the valuation date or any observation date, the underlying shares
with the lowest share return percentage on that date
|
Share return percentage:
|
For each of the underlying shares on the valuation date or any observation date,
(i) their closing price on that date
minus
their initial share price
divided by
(ii) their initial share price
|
Listing:
|
The securities will not be listed on any securities exchange
|
Underwriter:
|
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer,
acting as principal
|
Underwriting fee and issue price:
|
Issue price
(1)
|
Underwriting
fee
(2)
|
Proceeds to issuer
|
Per security:
|
$1,000.00
|
$28.75
|
$971.25
|
Total:
|
$833,000.00
|
$23,948.75
|
$809,051.25
|
(1) On the date of this pricing
supplement, the estimated value of the securities is $949.90 per security, which is less than the issue price. The estimated value
of the securities is based on CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of
actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person
may be willing to buy the securities from you at any time after issuance. See “Valuation of the Securities” in this
pricing supplement.
(2) For more information on the
distribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to
the underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of
the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.
Investing in the securities involves risks not associated
with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-4.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the securities or determined that this pricing supplement and the accompanying product supplement, prospectus supplement and
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing
supplement together with the accompanying product supplement, prospectus supplement and prospectus, each of which can be accessed
via the hyperlinks below:
Product Supplement No. ES-01-04 dated March 8, 2016
Prospectus Supplement and Prospectus each dated March 7, 2016
The
securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental
agency, nor are they obligations of, or guaranteed by, a bank.
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
KEY TERMS (continued)
|
Automatic early redemption:
|
If, on any potential redemption date, the closing price of the worst
performing underlying shares on that date is greater than or equal to their initial share price, each security you then hold
will be automatically redeemed on the related coupon payment date for an amount in cash equal to $1,000
plus
the related
coupon payment.
If the securities are automatically redeemed prior to maturity, you will not receive any further coupon
payments following the redemption.
|
Potential redemption dates:
|
Each observation date beginning in January 2017 and ending in September 2017
|
CUSIP / ISIN:
|
17324CBU9 / US17324CBU99
|
Additional
Information
General.
The terms of the securities are set forth in
the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying
product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement.
For example, certain events may occur that could affect your payment at maturity or, in the case of a delisting of the underlying
shares, could give us the right to call the securities prior to maturity for an amount that may be less than the stated principal
amount. These events, including market disruption events and other events affecting the underlying shares, and their consequences
are described in the accompanying product supplement in the sections “Description of the Securities—Consequences of
a Market Disruption Event; Postponement of the Valuation Date,” “—Dilution and Reorganization Adjustments”
and “—Delisting of Underlying Shares (Other than Shares of an ETF),” and not in this pricing supplement. It
is important that you read the accompanying product supplement, prospectus supplement and prospectus together with this pricing
supplement in connection with your investment in the securities. Certain terms used but not defined in this pricing supplement
are defined in the accompanying product supplement.
Postponement of an observation date.
If a scheduled observation
date is not a scheduled trading day for any of the underlying shares or if a market disruption event occurs with respect to any
of the underlying shares on a scheduled observation date, that observation date will be subject to postponement as if it were
the valuation date as described in the accompanying product supplement in the section “Description of the Securities—Consequences
of a Market Disruption Event; Postponement of the Valuation Date.” If a scheduled observation date is postponed, the closing
price of each of the underlying shares in respect of that observation date will be determined based on (i) for any underlying
shares for which the originally scheduled observation date is a scheduled trading day and as to which a market disruption event
does not occur on the originally scheduled observation date, the closing price of such underlying shares on the originally scheduled
observation date and (ii) for any other underlying shares, the closing price of such underlying shares on the observation date
as postponed (or, if earlier, the first scheduled trading day for such underlying shares following the originally scheduled observation
date on which a market disruption event did not occur with respect to such underlying shares).
Dilution and reorganization adjustments.
With respect
to each of the underlying shares, the initial share price, the downside threshold price and the equity ratio are subject to adjustment
upon the occurrence of certain events as described in the section “Description of the Securities—Dilution and Reorganization
Adjustments” in the accompanying product supplement.
Coupon payments.
The provisions of the accompanying product
supplement describing the computation of each coupon payment do not apply and are superseded by this pricing supplement.
References to least performing underlying shares.
The
term “least performing underlying shares” as used in the accompanying product supplement has the same meaning as “worst
performing underlying shares” in this pricing supplement.
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
Hypothetical
Examples of the Payment at Maturity on the Securities
The examples below illustrate how to calculate the payment you
will receive at maturity of the securities, assuming the securities have not been previously redeemed. You should understand that
the term of the securities, and your opportunity to receive the coupon payments on the securities, may be limited to as short
as approximately three months by the automatic early redemption feature of the securities, which is not reflected in the examples
below. The outcomes illustrated below are not exhaustive, and your actual payment at maturity on the securities (if the securities
are not earlier automatically redeemed) may differ from any example illustrated below. For ease of analysis, figures below have
been rounded.
The examples below are based on the following values in order
to illustrate how the securities work:
Underlying
shares
|
Initial
share price*
|
Downside
threshold price**
|
Equity
ratio***
|
Shares
of common stock of QUALCOMM Incorporated
|
$65.19
|
$45.633
|
15.33978
|
Ordinary
shares of Broadcom Limited
|
$168.88
|
$118.216
|
5.92136
|
Shares
of common stock of
NVIDIA
Corporation
|
$65.61
|
$45.927
|
15.24158
|
Coupon
payment rate:
|
13.80%
of the stated principal amount per annum, paid monthly, subject to automatic early redemption
|
*
For each of the underlying
shares, their initial share price is their closing price on the pricing date.
**
For each of the underlying
shares, their downside threshold price is equal to 70% of their initial share price.
***
For each of the underlying
shares, their equity ratio is equal to the stated principal amount of $1,000
divided by
their initial share price.
The following examples illustrate the hypothetical payment at
maturity on the securities determined based on the following hypothetical final share prices of each of the underlying shares,
assuming the securities have not been earlier automatically redeemed.
|
Hypothetical final share price of the shares of common stock of QUALCOMM Incorporated
|
Hypothetical final share price of the ordinary shares of Broadcom Limited
|
Hypothetical final share price of the shares of common stock of NVIDIA Corporation
|
Hypothetical payment at maturity per security (excluding final coupon payment)
|
Example 1
|
$71.71
(Share return percentage = 10%)
|
$219.54
(Share return percentage = 30%)
|
$98.42
(Share return percentage = 50%)
|
$1,000.00
|
Example 2
|
$78.23
(Share return percentage = 20%)
|
$50.66
(Share return percentage = -70%)
|
$91.85
(Share return percentage = 40%)
|
$300.00
|
Example 3
|
$48.89
(Share return percentage = -25%)
|
$270.21
(Share return percentage = 60%)
|
$0.00
(Share return percentage = -100%)
|
$0.00
|
Example 1:
In
this example, the shares of common stock of QUALCOMM Incorporated have the lowest share return percentage (based on their final
share price) and are therefore the worst performing underlying shares on the valuation date. In this scenario, the final share
price of the worst performing underlying shares on the valuation date is greater than their downside threshold price and, as a
result, a downside event
does not
occur. Accordingly, at maturity, you would receive the stated principal amount of the
securities
plus
the final coupon payment. You would not participate in the appreciation of any of the underlying shares,
even though each of the underlying shares have appreciated from their initial share price in this example.
Example 2:
In
this example, the ordinary shares of Broadcom Limited have the lowest share return percentage (based on their final share price)
and are therefore the worst performing underlying shares on the valuation date. In this scenario, the final share price of the
worst performing underlying shares on the valuation date is less than their downside threshold price and, as a result, a downside
event occurs. Accordingly, at maturity, you would receive a payment at maturity calculated as follows (in addition to the final
coupon payment):
Payment at maturity =
final share price of the worst performing underlying shares on the valuation date × their equity ratio
= $50.66 × 5.92136
= $300.00
In this example, you
would receive significantly less than the stated principal amount of your securities at maturity. The worst performing underlying
shares on the valuation date have depreciated by 70% from their initial share price in this example, and you would accordingly
lose 70% of your stated principal amount at maturity. You would incur a loss based on the performance of the worst performing
underlying shares on the valuation date, even though the final share prices of the other underlying shares are greater than their
initial share prices.
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
Example 3:
In
this example, the shares of common stock of NVIDIA Corporation have the lowest share return percentage (based on their final share
price) and are therefore the worst performing underlying shares on the valuation date. In this scenario, the final share price
of the worst performing underlying shares on the valuation date is less than their downside threshold price and, as a result,
a downside event occurs. Accordingly, at maturity, you would receive a payment at maturity calculated as follows (in addition
to the final coupon payment):
Payment at maturity =
final share price of the worst performing underlying shares on the valuation date × their equity ratio
= $0.00 × 15.24158
= $0.00
In this example, because
the worst performing underlying shares on the valuation date are worthless, you would lose your entire investment in the securities.
Summary Risk
Factors
An investment in the securities is significantly riskier than
an investment in conventional debt securities. The securities are subject to all of the risks associated with an investment in
our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on
our obligations under the securities, and are also subject to risks associated with each of the underlying shares. Accordingly,
the securities are suitable only for investors who are capable of understanding the complexities and risks of the securities.
You should consult your own financial, tax and legal advisers as to the risks of an investment in the securities and the suitability
of the securities in light of your particular circumstances.
The following is a summary of certain key risk factors for investors
in the securities. You should read this summary together with the more detailed description of risks relating to an investment
in the securities contained in the section “Risk Factors Relating to the Securities” beginning on page ES-6 in the
accompanying product supplement. You should also carefully read the risk factors included in the accompanying prospectus supplement
and in the documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual
Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup
Inc. more generally.
|
▪
|
You may lose some or all of your investment.
Unlike
conventional debt securities, the securities do not provide for the repayment of the
stated principal amount at maturity in all circumstances. If the securities are not automatically
redeemed prior to maturity, your payment at maturity will depend on the performance of
the worst performing underlying shares on the valuation date. If the closing price of
the worst performing underlying shares on the valuation date is less than their downside
threshold price, a downside event will occur and you will lose 1% of the stated principal
amount of the securities for every 1% by which the worst performing underlying shares
have depreciated from their initial share price, regardless of the performance of the
other underlying shares. There is no minimum payment at maturity on the securities, and
you may lose up to all of your investment.
|
|
▪
|
Your opportunity to receive coupon payments may be limited
by the automatic early redemption feature.
Beginning approximately three months after
issuance, the securities will be automatically redeemed following a monthly observation
date if the closing price of the worst performing underlying shares on that date is greater
than or equal to its initial share price. If the securities are automatically redeemed
prior to maturity, you will not receive any additional coupon payments following the
redemption and may not be able to reinvest your funds in another investment that offers
comparable terms or returns. The term of the securities, and your opportunity to receive
the coupon payments on the securities, may be limited to as short as three months.
|
|
▪
|
Higher coupon payment rates are associated with greater
risk.
The securities offer coupon payments at a per annum rate that is higher than
the rate we would pay on conventional debt securities of the same maturity. In exchange
for this higher coupon payment rate, investors in the securities will be subject to significantly
greater risk than investors in our conventional debt securities, including the risk that
you may lose a significant portion, and up to all, of your investment at maturity. The
volatility of and the correlation among the underlying shares are important factors affecting
these risks. In general, the higher the expected volatility of the underlying shares,
and the lower the expected correlation among the underlying shares, the greater the coupon
payment rate on the securities. However, higher expected volatility and lower expected
correlation would also represent a greater expected likelihood as of the pricing date
that the closing price of any one of the underlying shares will be less than its downside
threshold price on the valuation date, resulting in a downside event and a significant
loss at maturity.
|
|
▪
|
The securities are subject to the risks of all of the underlying
shares and will be negatively affected if any of the underlying shares perform poorly,
even if the other underlying shares perform well.
You are subject to risks associated
with all of the underlying shares. If any of the underlying shares perform poorly, you
will be negatively affected, even if the other underlying shares perform well. The securities
are not linked to a basket composed of the underlying shares, where the better performance
of one or two could ameliorate the poor performance of the other. Instead, you are subject
to the full risks of whichever of the underlying shares are the worst performing underlying
shares.
|
|
▪
|
You will not benefit in any way from the performance of
the better performing underlying shares.
The return on the securities depends solely
on the performance of the worst performing underlying shares, and you will not benefit
in any way from
|
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
the performance of the better performing underlying
shares. The securities may underperform a similar investment in all of the underlying shares or a similar alternative investment
linked to a basket composed of the underlying shares, since in either such case the performance of the better performing underlying
shares would be blended with the performance of the worst performing underlying shares, resulting in a better return than the
return of the worst performing underlying shares.
|
▪
|
You will be subject to risks relating to the relationship
among the underlying shares.
It is preferable from your perspective for the underlying
shares to be correlated with each other, in the sense that they tend to increase or decrease
at similar times and by similar magnitudes. By investing in the securities, you assume
the risk that the underlying shares will not exhibit this relationship. The less correlated
the underlying shares, the more likely it is that any one of the underlying shares will
perform poorly over the term of the securities. All that is necessary for the securities
to perform poorly is for one of the underlying shares to perform poorly; the performance
of the underlying shares that are not the worst performing underlying shares is not relevant
to your return on the securities. It is impossible to predict what the relationship among
the underlying shares will be over the term of the securities.
|
|
▪
|
The securities offer downside exposure to the underlying
shares, but no upside exposure to the underlying shares.
You will not participate
in any appreciation in the prices of any of the underlying shares over the term of the
securities. Consequently, your return on the securities will be limited to the coupon
payments and may be significantly less than the return on any of the underlying shares
over the term of the securities. In addition, you will not receive any dividends or other
distributions or any other rights with respect to any of the underlying shares.
|
|
▪
|
The performance of the securities will depend on the closing
price of the worst performing underlying shares solely on the observation dates and the
valuation date, which makes the securities particularly sensitive to volatility of the
worst performing underlying shares.
If the securities are not automatically redeemed
prior to maturity, the amount you receive at maturity will depend solely on the closing
price of the worst performing underlying shares on the valuation date. Whether your securities
will be automatically redeemed prior to maturity depends solely on the closing price
of the worst performing underlying shares on each observation date. As a result, the
performance of the securities will be sensitive to the volatility of the worst performing
underlying shares. You should understand that each of the underlying shares have historically
been highly volatile.
|
|
▪
|
The securities are subject to the credit risk of Citigroup
Global Markets Holdings Inc. and Citigroup Inc.
If we default on our obligations
under the securities and Citigroup Inc. defaults on its guarantee obligations, you may
not receive any amounts owed to you under the securities.
|
|
▪
|
The securities will not be listed on any securities exchange
and you may not be able to sell them prior to maturity.
The securities will not be
listed on any securities exchange. Therefore, there may be little or no secondary market
for the securities. CGMI currently intends to make a secondary market in relation to
the securities and to provide an indicative bid price for the securities on a daily basis.
Any indicative bid price for the securities provided by CGMI will be determined in CGMI’s
sole discretion, taking into account prevailing market conditions and other relevant
factors, and will not be a representation by CGMI that the securities can be sold at
that price, or at all. CGMI may suspend or terminate making a market and providing indicative
bid prices without notice, at any time and for any reason. If CGMI suspends or terminates
making a market, there may be no secondary market at all for the securities because it
is likely that CGMI will be the only broker-dealer that is willing to buy your securities
prior to maturity. Accordingly, an investor must be prepared to hold the securities until
maturity.
|
|
▪
|
The estimated value of the securities on the pricing date,
based on CGMI’s proprietary pricing models and our internal funding rate, is less
than the issue price
. The difference is attributable to certain costs associated
with selling, structuring and hedging the securities that are included in the issue price.
These costs include (i) the selling concessions paid in connection with the offering
of the securities, (ii) hedging and other costs incurred by us and our affiliates in
connection with the offering of the securities and (iii) the expected profit (which may
be more or less than actual profit) to CGMI or other of our affiliates in connection
with hedging our obligations under the securities. These costs adversely affect the economic
terms of the securities because, if they were lower, the economic terms of the securities
would be more favorable to you. The economic terms of the securities are also likely
to be adversely affected by the use of our internal funding rate, rather than our secondary
market rate, to price the securities. See “The estimated value of the securities
would be lower if it were calculated based on our secondary market rate” below.
|
|
▪
|
The estimated value of the securities was determined for
us by our affiliate using proprietary pricing models.
CGMI derived the estimated
value disclosed on the cover page of this pricing supplement from its proprietary pricing
models. In doing so, it may have made discretionary judgments about the inputs to its
models, such as the volatility of and correlation among the underlying shares, the dividend
yields on the underlying shares and interest rates. CGMI’s views on these inputs
may differ from your or others’ views, and as an underwriter in this offering,
CGMI’s interests may conflict with yours. Both the models and the inputs to the
models may prove to be wrong and therefore not an accurate reflection of the value of
the securities. Moreover, the estimated value of the securities set forth on the cover
page of this pricing supplement may differ from the value that we or our affiliates may
determine for the securities for other purposes, including for accounting purposes. You
should not invest in the securities because of the estimated value of the securities.
Instead, you should be willing to hold the securities to maturity irrespective of the
initial estimated value.
|
|
▪
|
The estimated value of the securities would be lower if
it were calculated based on our secondary market rate.
The estimated value of the
securities included in this pricing supplement is calculated based on our internal funding
rate, which is the
|
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
rate at which we are willing to
borrow funds through the issuance of the securities. Our internal funding rate is generally lower than our secondary market rate,
which is the rate that CGMI will use in determining the value of the securities for purposes of any purchases of the securities
from you in the secondary market. If the estimated value included in this pricing supplement were based on our secondary market
rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors
such as the costs associated with the securities, which are generally higher than the costs associated with conventional debt
securities, and our liquidity needs and preferences. Our internal funding rate is not the same as the coupon that is payable on
the securities.
Because there is not an active market for traded
instruments referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price
of traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments
due on the securities, but subject to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate
is not a market-determined measure of our creditworthiness, but rather reflects the market’s perception of our parent company’s
creditworthiness as adjusted for discretionary factors such as CGMI’s preferences with respect to purchasing the securities
prior to maturity.
|
▪
|
The estimated value of the securities is not an indication
of the price, if any, at which CGMI or any other person may be willing to buy the securities from you in the secondary market.
Any such secondary market price will fluctuate over the term of the securities based on the market and other factors described
in the next risk factor. Moreover, unlike the estimated value included in this pricing supplement, any value of the securities
determined for purposes of a secondary market transaction will be based on our secondary market rate, which will likely result
in a lower value for the securities than if our internal funding rate were used. In addition, any secondary market price for the
securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities
to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result,
it is likely that any secondary market price for the securities will be less than the issue price.
|
|
▪
|
The value of the securities prior to maturity will fluctuate
based on many unpredictable factors.
The value of your securities prior to maturity
will fluctuate based on the price and volatility of the underlying shares and a number
of other factors, including the correlation among the underlying shares, dividend yields
on the underlying shares, interest rates generally, the time remaining to maturity and
our and Citigroup Inc.’s creditworthiness, as reflected in our secondary market
rate. Changes in the prices of the underlying shares may not result in a comparable change
in the value of your securities. You should understand that the value of your securities
at any time prior to maturity may be significantly less than the issue price.
|
|
▪
|
Immediately following issuance, any secondary market bid
price provided by CGMI, and the value that will be indicated on any brokerage account
statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment.
The amount of this temporary upward adjustment will steadily decline to zero over
the temporary adjustment period. See “Valuation of the Securities” in this
pricing supplement.
|
|
▪
|
Our offering of the securities is not a recommendation
of any of the underlying shares.
The fact that we are offering the securities does
not mean that we believe that investing in an instrument linked to any of the underlying
shares is likely to achieve favorable returns. In fact, as we are part of a global financial
institution, our affiliates may have positions (including short positions) in the underlying
shares or in instruments related to the underlying shares and may publish research or
express opinions, that in each case are inconsistent with an investment linked to the
underlying shares. These and other of our affiliates’ activities may affect the
prices of the underlying shares in a way that has a negative impact on your interests
as a holder of the securities.
|
|
▪
|
The prices of the underlying shares may be adversely affected
by our or our affiliates’ hedging and other trading activities.
We have hedged
our obligations under the securities through CGMI or other of our affiliates, who have
taken positions directly in the underlying shares and other financial instruments related
to the underlying shares and may adjust such positions during the term of the securities.
Our affiliates also trade the underlying shares and other financial instruments related
to the underlying shares on a regular basis (taking long or short positions or both),
for their accounts, for other accounts under their management or to facilitate transactions
on behalf of customers. These activities could affect the prices of the underlying shares
in a way that negatively affects the value of the securities. They could also result
in substantial returns for us or our affiliates while the value of the securities declines.
|
|
▪
|
We and our affiliates may have economic interests that
are adverse to yours as a result of our affiliates’ business activities.
Our
affiliates may currently or from time to time engage in business with any underlying
share issuer, including extending loans to, making equity investments in or providing
advisory services to those issuers. In the course of this business, we or our affiliates
may acquire non-public information about the underlying share issuers, which we will
not disclose to you. Moreover, if any of our affiliates is or becomes a creditor of any
such issuer, they may exercise any remedies against that issuer that are available to
them without regard to your interests.
|
|
▪
|
You will have no rights and will not receive dividends
with respect to any of the underlying shares.
If any change to any of the underlying
shares is proposed, such as an amendment to any underlying share issuer’s certificate
of incorporation, you will not have the right to vote on such change. Any such change
may adversely affect the market price of the applicable underlying shares.
|
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
|
▪
|
Even if any underlying share issuer pays a dividend that
it identifies as special or extraordinary, no adjustment will be required under the securities
for that dividend unless it meets the criteria specified in the accompanying product
supplement.
In general, an adjustment will not be made under the terms of the securities
for any cash dividend paid on any of the underlying shares unless the amount of the dividend
per share, together with any other dividends paid in the same fiscal quarter, exceeds
the dividend paid per share in the most recent fiscal quarter by an amount equal to at
least 10% of the closing price of the applicable shares on the date of declaration of
the dividend. Any dividend will reduce the closing price of the applicable underlying
shares by the amount of the dividend per share. If the applicable underlying share issuer
pays any dividend for which an adjustment is not made under the terms of the securities,
holders of the securities may be adversely affected. See “Description of the Securities—Dilution
and Reorganization Adjustments—Certain Extraordinary Cash Dividends” in the
accompanying product supplement.
|
|
▪
|
The securities will not be adjusted for all events that
could affect the price of any of the underlying shares.
For example, we will not
make any adjustment for ordinary dividends or extraordinary dividends that do not meet
the criteria described above, partial tender offers or additional public offerings of
the underlying shares. Moreover, the adjustments we do make may not fully offset the
dilutive or adverse effect of the particular event. Investors in the securities may be
adversely affected by such an event in a circumstance in which a direct holder of any
of the underlying shares would not.
|
|
▪
|
If any of the underlying shares are delisted, we may call
the securities prior to maturity for an amount that may be less than the stated principal
amount.
If we exercise this call right, you will receive the amount described under
“Description of the Securities—Delisting of Underlying Shares (Other than
Shares of an ETF)” in the accompanying product supplement. This amount may be less,
and possibly significantly less, than the stated principal amount of the securities.
|
|
▪
|
The securities may become linked to shares of an issuer
other than any original underlying share issuer upon the occurrence of a reorganization
event or upon the delisting of any of the underlying shares.
For example, if any
underlying share issuer enters into a merger agreement that provides for holders of the
applicable underlying shares to receive stock of another entity, the stock of such other
entity will become the applicable underlying shares for all purposes of the securities
upon consummation of the merger. Additionally, if the applicable underlying shares are
delisted and we do not exercise our call right, the calculation agent may, in its sole
discretion, select shares of another issuer to be the applicable underlying shares. See
“Description of the Securities—Dilution and Reorganization Adjustments”
and “—Delisting of Underlying Shares (Other than Shares of an ETF)”
in the accompanying product supplement.
|
|
▪
|
The calculation agent, which is an affiliate of ours, will
make important determinations with respect to the securities.
If certain events occur,
such as market disruption events, corporate events with respect to any of the underlying
share issuers that may require a dilution adjustment or the delisting of any underlying
shares, CGMI, as calculation agent, will be required to make discretionary judgments
that could significantly affect what you receive at maturity. In making these judgments,
the calculation agent’s interests as an affiliate of ours could be adverse to your
interests as a holder of the securities.
|
|
▪
|
The U.S. federal tax consequences of an investment
in the securities are unclear.
There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities,
and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects
of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the treatment of the securities
as described in “United States Federal Tax Considerations” below. If the IRS were successful in asserting an alternative
treatment, the tax consequences of ownership and disposition of the securities might be materially and adversely affected. As
described in the accompanying product supplement under “United States Federal Tax Considerations,” in 2007 the U.S.
Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax
treatment of “prepaid forward contracts” and similar instruments. While it is not clear whether the securities would
be viewed as similar to the typical prepaid forward contract described in the notice, it is possible that any Treasury regulations
or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of
an investment in the securities, including the character and timing of income or loss and the degree, if any, to which income
realized by non-U.S. persons should be subject to withholding tax, possibly with retroactive effect. You should read carefully
the discussion under “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities”
in the accompanying product supplement and “United States Federal Tax Considerations” in this pricing supplement.
You should also consult your tax adviser regarding the U.S. federal tax consequences of an investment in the securities, as well
as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
|
As
described in “United States Federal Tax Considerations” below, in connection with any information reporting requirements
we may have in respect of the securities under applicable law, we intend to treat a portion of each coupon payment as attributable
to interest and the remainder to option premium. However, in light of the uncertain treatment of the securities, it is possible
that other persons having withholding or information reporting responsibility in respect of the securities may treat a security
differently, for instance, by treating the entire coupon payment as ordinary income at the time received or accrued by a holder
and/or treating some or all of each coupon payment on a security to a non-U.S. investor as subject to withholding tax at a rate
of 30%. If withholding applies to the securities, we will not be required to pay any additional amounts with respect to amounts
so withheld.
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
Information About QUALCOMM
Incorporated
QUALCOMM Incorporated is a digital communication technology
company focused on the development and commercialization of Code Division Multiple Access (CDMA) and Orthogonal Frequency Division
Multiplexing (OFDM) technologies among others and intellectual property patenting. The common stock of QUALCOMM Incorporated is
registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or
filed with the SEC by QUALCOMM Incorporated pursuant to the Exchange Act can be located by reference to the SEC file number 000-19528
through the SEC’s website at http://www.sec.gov. In addition, information regarding QUALCOMM Incorporated may be obtained
from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.
The common stock of QUALCOMM Incorporated trades on the NASDAQ Stock Market LLC under the ticker symbol “QCOM.”
This pricing supplement relates only to the securities offered
hereby and does not relate to the common stock of QUALCOMM Incorporated or other securities of QUALCOMM Incorporated. We have
derived all disclosures contained in this pricing supplement regarding QUALCOMM Incorporated from the publicly available documents
described above. In connection with the offering of the securities, none of Citigroup Global Markets Holdings Inc., Citigroup
Inc. or CGMI has participated in the preparation of such documents or made any due diligence inquiry with respect to QUALCOMM
Incorporated.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. QUALCOMM Incorporated is not involved in any way in this offering and has no
obligation relating to the securities or to holders of the securities.
Neither we nor any of our affiliates make any representation
to you as to the performance of the common stock of QUALCOMM Incorporated.
Historical Information
The graph below shows the closing prices of the common stock
of QUALCOMM Incorporated for each day such price was available from January 3, 2011 to October 17, 2016. The table that follows
shows the high and low closing prices of, and dividends paid on, the common stock of QUALCOMM Incorporated for each quarter in
that same period. We obtained the closing prices and other information below from Bloomberg L.P., without independent verification.
If certain corporate transactions occurred during the historical period shown below, including, but not limited to, spin-offs
or mergers, then the closing prices of the shares of common stock of QUALCOMM Incorporated shown below for the period prior to
the occurrence of any such transaction have been adjusted by Bloomberg L.P. as if any such transaction had occurred prior to the
first day in the period shown below. You should not take the historical prices of the common stock of QUALCOMM Incorporated as
an indication of future performance.
Common Stock
of QUALCOMM Incorporated – Historical Closing Prices
January
3, 2011 to October 17, 2016
|
|
* The red line indicates the
downside threshold price with respect to QUALCOMM Incorporated of $45.633, equal to 70.00% of the applicable closing price on
October 17, 2016.
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
Common
Stock of QUALCOMM Incorporated
|
High
|
Low
|
Dividends
|
2011
|
|
|
|
First
Quarter
|
$59.58
|
$50.21
|
$0.19000
|
Second
Quarter
|
$58.59
|
$52.25
|
$0.21500
|
Third
Quarter
|
$59.36
|
$46.40
|
$0.21500
|
Fourth
Quarter
|
$57.40
|
$47.65
|
$0.21500
|
2012
|
|
|
|
First
Quarter
|
$68.59
|
$55.27
|
$0.21500
|
Second
Quarter
|
$68.32
|
$53.55
|
$0.25000
|
Third
Quarter
|
$65.08
|
$53.73
|
$0.25000
|
Fourth
Quarter
|
$64.35
|
$57.43
|
$0.25000
|
2013
|
|
|
|
First
Quarter
|
$67.97
|
$63.45
|
$0.25000
|
Second
Quarter
|
$67.28
|
$59.88
|
$0.35000
|
Third
Quarter
|
$70.09
|
$59.39
|
$0.35000
|
Fourth
Quarter
|
$74.25
|
$65.71
|
$0.35000
|
2014
|
|
|
|
First
Quarter
|
$79.28
|
$71.12
|
$0.35000
|
Second
Quarter
|
$81.32
|
$77.61
|
$0.42000
|
Third
Quarter
|
$81.60
|
$72.49
|
$0.42000
|
Fourth
Quarter
|
$78.51
|
$69.26
|
$0.42000
|
2015
|
|
|
|
First
Quarter
|
$74.51
|
$62.46
|
$0.42000
|
Second
Quarter
|
$71.06
|
$62.62
|
$0.48000
|
Third
Quarter
|
$65.14
|
$52.43
|
$0.48000
|
Fourth
Quarter
|
$60.87
|
$46.83
|
$0.48000
|
2016
|
|
|
|
First
Quarter
|
$53.30
|
$42.96
|
$0.48000
|
Second
Quarter
|
$55.98
|
$50.03
|
$0.53000
|
Third
Quarter
|
$68.50
|
$51.94
|
$0.53000
|
Fourth
Quarter (through October 17, 2016)
|
$68.19
|
$65.19
|
$0.00000
|
The closing price of the common
stock of QUALCOMM Incorporated on October 17, 2016 was $65.19.
On October 6, 2016, QUALCOMM Incorporated declared a cash dividend
of $0.53000 per share payable on December 16, 2016. We make no representation as to the amount of dividends, if any, that may
be paid on the common stock of QUALCOMM Incorporated in the future. In any event, as an investor in the securities, you will not
be entitled to receive dividends, if any, that may be payable on the common stock of QUALCOMM Incorporated.
Information
About Broadcom Limited
Broadcom Limited is a designer, developer and global supplier
of products based on analog and digital semiconductor technologies with a focus on analog III-V based products and complex digital
and mixed signal complementary metal oxide semiconductor based devices. The ordinary shares of Broadcom Limited are registered
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Broadcom Limited, a company organized
under the laws of the Republic of Singapore, is the successor to Avago Technologies Limited (“Avago”). On February
1, 2016, pursuant to an Agreement and Plan of Merger (the “Broadcom Agreement”), Broadcom Limited, Avago, Broadcom
Corporation (“BRCM”) and various other parties completed various transactions, including a scheme of arrangement under
Singapore law between Avago and Broadcom Limited (the “Avago Scheme”). Pursuant to the Avago Scheme, all issued ordinary
shares of Avago were exchanged on a one-for-one basis for newly issued ordinary shares of Broadcom Limited. Immediately following
the consummation of the Avago Scheme, two subsidiaries of Broadcom Limited merged with and into BRCM with BRCM as the surviving
corporation of each such merger (the “Broadcom Merger”). Following the Avago Scheme and the Broadcom Merger, each
of Avago and BRCM became indirect subsidiaries of Broadcom Limited and the Partnership. Holders of BRCM stock received shares
of Broadcom Limited as part of the acquisition consideration. Information provided to or filed with the SEC by Broadcom Limited
pursuant to the Exchange Act can be located by reference to the SEC file number 001-37690 through the SEC’s website at http://www.sec.gov.
In addition, information regarding Broadcom Limited may be obtained from other sources including, but not limited to, press releases,
newspaper articles and other publicly disseminated documents. The ordinary shares of Broadcom Limited trade on NASDAQ Global Select
Market under the ticker symbol “AVGO.”
This pricing supplement relates only to the securities offered
hereby and does not relate to the ordinary shares of Broadcom Limited or other securities of Broadcom Limited. We have derived
all disclosures contained in this pricing supplement regarding Broadcom Limited from the publicly available documents described
above. In connection with the offering of the
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
securities, none of Citigroup Global Markets Holdings Inc.,
Citigroup Inc. or CGMI has participated in the preparation of such documents or made any due diligence inquiry with respect to
Broadcom Limited.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. Broadcom Limited is not involved in any way in this offering and has no obligation
relating to the securities or to holders of the securities.
Neither we nor any of our affiliates make any representation
to you as to the performance of the ordinary shares of Broadcom Limited.
Historical Information
The graph below shows the closing prices of the ordinary shares
of Broadcom Limited for each day such price was available from February 1, 2016 to October 17, 2016. The table that follows shows
the high and low closing prices of, and dividends paid on, the ordinary shares of Broadcom Limited for each quarter in that same
period. The ordinary shares of Broadcom Limited began trading on February 1, 2016, following completion of the Avago Scheme and
the Broadcom Merger, and therefore have a limited historical performance. We obtained the closing prices and other information
below from Bloomberg L.P., without independent verification. If certain corporate transactions occurred during the historical
period shown below, including, but not limited to, spin-offs or mergers, then the closing prices of the ordinary shares of Broadcom
Limited shown below for the period prior to the occurrence of any such transaction have been adjusted by Bloomberg L.P. as if
any such transaction had occurred prior to the first day in the period shown below. You should not take the historical prices
of the ordinary shares of Broadcom Limited as an indication of future performance.
Ordinary Shares
of Broadcom Limited – Historical Closing Prices
February
1, 2016 to October 17, 2016
|
|
* The red line indicates the
downside threshold price with respect to Broadcom Limited of $118.216, equal to 70.00% of the applicable closing price on October
17, 2016.
Ordinary
Shares of Broadcom Limited
|
High
|
Low
|
Dividends
|
2016
|
|
|
|
First
Quarter (beginning February 1, 2016)
|
$156.93
|
$116.31
|
$0.49000
|
Second
Quarter
|
$164.84
|
$140.05
|
$0.50000
|
Third
Quarter
|
$177.40
|
$150.63
|
$0.51000
|
Fourth
Quarter (through October 17, 2016)
|
$174.77
|
$168.88
|
$0.00000
|
The closing price of the ordinary shares of Broadcom Limited
on October 17, 2016 was $168.88.
We make no representation as to the amount of dividends, if
any, that may be paid on the ordinary shares of Broadcom Limited in the future. In any event, as an investor in the securities,
you will not be entitled to receive dividends, if any, that may be payable on the ordinary shares of Broadcom Limited.
The graph below shows the closing prices of the ordinary shares
of Avago Technologies Limited, which was trading on the NASDAQ Global Select Market under the ticker symbol “AVGO”
and was the predecessor of Broadcom Limited, for each day such price was available from January 3, 2011 to January 29, 2016, without
a pro forma adjustment giving effect to the Broadcom Merger. The table
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
that follows shows the high and low closing prices of, and dividends
paid on, the ordinary shares of Avago Technologies Limited for each quarter in that same period. The last day of trading of the
ordinary shares of Avago Technologies Limited was January 29, 2016. We obtained the closing prices and other information below
from Bloomberg L.P., without independent verification.
Ordinary Shares
of Avago Technologies Limited – Historical Closing Prices
January 3, 2011
to January 29, 2016
|
|
* The red line indicates the
downside threshold price with respect to Broadcom Limited of $118.216, equal to 70.00% of the applicable closing price on October
17, 2016.
Ordinary
Shares of Avago Technologies Limited
|
High
|
Low
|
Dividends
|
2011
|
|
|
|
First
Quarter
|
$38.21
|
$27.70
|
$0.08000
|
Second
Quarter
|
$38.00
|
$30.60
|
$0.09000
|
Third
Quarter
|
$39.08
|
$27.19
|
$0.11000
|
Fourth
Quarter
|
$35.84
|
$27.55
|
$0.12000
|
2012
|
|
|
|
First
Quarter
|
$38.97
|
$28.31
|
$0.13000
|
Second
Quarter
|
$38.69
|
$30.02
|
$0.15000
|
Third
Quarter
|
$37.48
|
$32.58
|
$0.16000
|
Fourth
Quarter
|
$35.26
|
$30.86
|
$0.17000
|
2013
|
|
|
|
First
Quarter
|
$36.65
|
$32.10
|
$0.19000
|
Second
Quarter
|
$38.75
|
$31.26
|
$0.21000
|
Third
Quarter
|
$43.12
|
$36.02
|
$0.23000
|
Fourth
Quarter
|
$53.56
|
$42.20
|
$0.25000
|
2014
|
|
|
|
First
Quarter
|
$65.31
|
$52.49
|
$0.27000
|
Second
Quarter
|
$72.07
|
$58.53
|
$0.29000
|
Third
Quarter
|
$89.52
|
$69.38
|
$0.32000
|
Fourth
Quarter
|
$103.99
|
$69.04
|
$0.35000
|
2015
|
|
|
|
First
Quarter
|
$134.44
|
$96.25
|
$0.38000
|
Second
Quarter
|
$148.07
|
$116.78
|
$0.40000
|
Third
Quarter
|
$137.64
|
$108.51
|
$0.42000
|
Fourth
Quarter
|
$148.83
|
$113.42
|
$0.44000
|
2016
|
|
|
|
First
Quarter (through January 29, 2016)
|
$142.28
|
$119.97
|
$0.00000
|
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
The graph below shows the
closing prices of the Class A Common Stock of Broadcom Corporation, which was trading on the NASDAQ Global Select Market under
the ticker symbol “BRCM”, for each day such price was available from January 3, 2011 to January 29, 2016, without
a pro forma adjustment giving effect to the Broadcom Merger. The table that follows shows the high and low closing prices of,
and dividends paid on, the Class A Common Stock of Broadcom Corporation for each quarter in that same period. The last day of
trading of the Class A Common Stock of Broadcom Corporation was January 29, 2016. We obtained the closing prices and other information
below from Bloomberg L.P., without independent verification.
Class
A Common Stock of Broadcom Corporation – Historical Closing Prices
January 3, 2011
to January 29, 2016
|
|
Class
A Common Stock of Broadcom Corporation
|
High
|
Low
|
Dividends
|
2011
|
|
|
|
First
Quarter
|
$47.34
|
$38.89
|
$0.09000
|
Second
Quarter
|
$40.41
|
$31.25
|
$0.09000
|
Third
Quarter
|
$38.20
|
$31.29
|
$0.09000
|
Fourth
Quarter
|
$38.16
|
$27.74
|
$0.09000
|
2012
|
|
|
|
First
Quarter
|
$39.30
|
$29.13
|
$0.10000
|
Second
Quarter
|
$38.89
|
$31.15
|
$0.10000
|
Third
Quarter
|
$36.92
|
$29.60
|
$0.10000
|
Fourth
Quarter
|
$34.59
|
$30.29
|
$0.10000
|
2013
|
|
|
|
First
Quarter
|
$35.20
|
$32.44
|
$0.11000
|
Second
Quarter
|
$37.55
|
$31.89
|
$0.11000
|
Third
Quarter
|
$34.85
|
$24.87
|
$0.11000
|
Fourth
Quarter
|
$29.65
|
$26.08
|
$0.11000
|
2014
|
|
|
|
First
Quarter
|
$31.80
|
$28.69
|
$0.12000
|
Second
Quarter
|
$38.66
|
$29.19
|
$0.12000
|
Third
Quarter
|
$41.44
|
$36.65
|
$0.12000
|
Fourth
Quarter
|
$43.90
|
$35.31
|
$0.12000
|
2015
|
|
|
|
First
Quarter
|
$46.19
|
$40.95
|
$0.14000
|
Second
Quarter
|
$57.16
|
$42.23
|
$0.14000
|
Third
Quarter
|
$53.80
|
$47.19
|
$0.14000
|
Fourth
Quarter
|
$58.32
|
$50.09
|
$0.14000
|
2016
|
|
|
|
First
Quarter (through January 29, 2016)
|
$57.49
|
$52.94
|
$0.00000
|
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
Information
About NVIDIA Corporation
NVIDIA Corporation is a visual computing company that first
focused on PC graphic chips and transformed into a gaming, professional visualization, datacenter, and automotive company. The
shares of common stock of NVIDIA Corporation are registered under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Information provided to or filed with the SEC by NVIDIA Corporation pursuant to the Exchange Act can be located by
reference to the SEC file number 000-23985 through the SEC’s website at http://www.sec.gov. In addition, information regarding
NVIDIA Corporation may be obtained from other sources including, but not limited to, press releases, newspaper articles and other
publicly disseminated documents. The shares of common stock of NVIDIA Corporation trades on the NASDAQ Global Select Market under
the ticker symbol “NVDA.”
This pricing supplement relates only to the securities offered
hereby and does not relate to the shares of common stock of NVIDIA Corporation or other securities of NVIDIA Corporation. We have
derived all disclosures contained in this pricing supplement regarding NVIDIA Corporation from the publicly available documents
described above. In connection with the offering of the securities, none of Citigroup Global Markets Holdings Inc., Citigroup
Inc. or CGMI has participated in the preparation of such documents or made any due diligence inquiry with respect to NVIDIA Corporation.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. NVIDIA Corporation is not involved in any way in this offering and has no obligation
relating to the securities or to holders of the securities.
Neither we nor any of our affiliates make any representation
to you as to the performance of the shares of common stock of NVIDIA Corporation.
Historical Information
The graph below shows the closing prices of the shares of common
stock of NVIDIA Corporation for each day such price was available from January 3, 2011 to October 17, 2016. The table that follows
shows the high and low closing prices of, and dividends paid on, the shares of common stock of NVIDIA Corporation for each quarter
in that same period. We obtained the closing prices and other information below from Bloomberg L.P., without independent verification.
If certain corporate transactions occurred during the historical period shown below, including, but not limited to, spin-offs
or mergers, then the closing prices of the shares of common stock of NVIDIA Corporation shown below for the period prior to the
occurrence of any such transaction have been adjusted by Bloomberg L.P. as if any such transaction had occurred prior to the first
day in the period shown below. You should not take the historical prices of the shares of common stock of NVIDIA Corporation as
an indication of future performance.
Common
Stock of NVIDIA Corporation – Historical Closing Prices
January 3, 2011
to October 17, 2016
|
|
* The red line indicates the
downside threshold price with respect to NVIDIA Corporation of $45.927, equal to 70.00% of the applicable closing price on October
17, 2016.
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
Common
Stock of NVIDIA Corporation
|
High
|
Low
|
Dividends
|
2011
|
|
|
|
First
Quarter
|
$25.69
|
$15.77
|
$0.00000
|
Second
Quarter
|
$20.50
|
$15.41
|
$0.00000
|
Third
Quarter
|
$16.15
|
$11.73
|
$0.00000
|
Fourth
Quarter
|
$15.82
|
$11.81
|
$0.00000
|
2012
|
|
|
|
First
Quarter
|
$16.45
|
$13.52
|
$0.00000
|
Second
Quarter
|
$15.33
|
$11.73
|
$0.00000
|
Third
Quarter
|
$14.81
|
$12.37
|
$0.00000
|
Fourth
Quarter
|
$13.62
|
$11.38
|
$0.07500
|
2013
|
|
|
|
First
Quarter
|
$13.16
|
$11.98
|
$0.07500
|
Second
Quarter
|
$14.92
|
$12.13
|
$0.07500
|
Third
Quarter
|
$16.00
|
$14.09
|
$0.07500
|
Fourth
Quarter
|
$16.22
|
$14.54
|
$0.08500
|
2014
|
|
|
|
First
Quarter
|
$18.88
|
$15.36
|
$0.08500
|
Second
Quarter
|
$19.61
|
$17.98
|
$0.08500
|
Third
Quarter
|
$20.03
|
$17.46
|
$0.08500
|
Fourth
Quarter
|
$21.14
|
$16.79
|
$0.08500
|
2015
|
|
|
|
First
Quarter
|
$23.47
|
$19.14
|
$0.08500
|
Second
Quarter
|
$22.76
|
$20.11
|
$0.09750
|
Third
Quarter
|
$24.65
|
$19.31
|
$0.09750
|
Fourth
Quarter
|
$33.75
|
$24.17
|
$0.11500
|
2016
|
|
|
|
First
Quarter
|
$35.76
|
$25.22
|
$0.11500
|
Second
Quarter
|
$48.49
|
$34.76
|
$0.11500
|
Third
Quarter
|
$68.52
|
$46.66
|
$0.11500
|
Fourth
Quarter (through October 17, 2016)
|
$68.45
|
$65.35
|
$0.00000
|
The closing price of the common stock of NVIDIA Corporation
on October 17, 2016 was $65.61.
We make no representation as to the amount of dividends, if
any, that may be paid on the common stock of NVIDIA Corporation in the future. In any event, as an investor in the securities,
you will not be entitled to receive dividends, if any, that may be payable on the common stock of NVIDIA Corporation.
United States
Federal Tax Considerations
You should read carefully the discussion under “United
States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product
supplement and “Summary Risk Factors” in this pricing supplement.
Due to the lack of any controlling legal authority, there is
substantial uncertainty regarding the U.S. federal tax consequences of an investment in the securities. In connection with any
information reporting requirements we may have in respect of the securities under applicable law, we intend (in the absence of
an administrative determination or judicial ruling to the contrary) to treat a security as a put option (the “Put Option”)
written by you with respect to the underlying shares, secured by a cash deposit equal to the stated principal amount of the security
(the “Deposit”). In the opinion of our tax counsel, Davis Polk & Wardwell LLP, which is based on current market
conditions, this treatment of the securities is reasonable under current law; however, our tax counsel has advised us that it
is unable to conclude affirmatively that this treatment is more likely than not to be upheld, and that alternative treatments
are possible. Under this treatment:
|
·
|
a portion of
each coupon payment made with respect to the securities will be attributable to interest
on the Deposit; and
|
|
·
|
the remainder
will represent premium attributable to your grant of the Put Option (“Put Premium”).
|
We will treat 2.67% of each coupon payment as interest on the
Deposit and 97.33% as Put Premium for each security.
Assuming the treatment of a security as a Put Option and a Deposit
is respected, amounts treated as interest on the Deposit should be taxed as ordinary interest income, while the Put Premium should
not be taken into account prior to maturity or disposition of the securities. See “United States Federal Tax Considerations—Tax
Consequences to U.S. Holders” in the accompanying product supplement.
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
Subject to the discussion in the section of the accompanying
product supplement entitled “United States Federal Tax Considerations,” if you are a Non-U.S. Holder (as defined in
the accompanying product supplement) of the securities, under current law you generally should not be subject to U.S. federal
withholding or income tax in respect of any amount paid to you with respect to the securities, provided that (i) income in respect
of the securities is not effectively connected with your conduct of a trade or business in the United States, and (ii) you comply
with the applicable certification requirements.
We do not plan to request a ruling from the IRS regarding the
treatment of the securities, and the IRS or a court might not agree with the treatment described herein. In addition, the U.S.
Treasury Department and the IRS have released a notice requesting comments on the U.S. federal income tax treatment of “prepaid
forward contracts.” While it is not clear whether the securities would be viewed as similar to the typical prepaid forward
contract described in the notice, it is possible that any Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the securities, including the character
and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should be subject to withholding
tax, possibly with retroactive effect.
While we currently do not intend to withhold on payments
on the securities to Non-U.S. Holders (subject to compliance with the applicable certification requirements and the discussions
in the accompanying product supplement regarding “FATCA”), in light of the uncertain treatment of the securities other
persons having withholding or information reporting responsibility in respect of the securities may treat some or all of each
coupon payment on a security as subject to withholding tax at a rate of 30%. Moreover, it is possible that in the future we may
determine that we should withhold at a rate of 30% on coupon payments on the securities. We will not be required to pay any additional
amounts with respect to amounts withheld.
You should read the section entitled “United States
Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with
that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the securities.
You should also consult your tax adviser regarding all aspects
of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
Supplemental
Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc.
and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $28.75 for each
$1,000 security sold in this offering. CGMI will pay selected dealers not affiliated with CGMI a fixed selling concession of $28.75
for each $1,000 security they sell. For the avoidance of doubt, the fees and selling concessions described in this pricing supplement
will not be rebated if the securities are automatically redeemed prior to maturity.
CGMI is an affiliate of ours. Accordingly, this offering will
conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule
5121 of the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries have investment
discretion will not be permitted to purchase the securities, either directly or indirectly, without the prior written consent
of the client.
See “Plan of Distribution; Conflicts of Interest”
in the accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement
and prospectus for additional information.
A portion of the net proceeds from the sale of the securities
will be used to hedge our obligations under the securities. We have hedged our obligations under the securities through CGMI or
other of our affiliates. CGMI or such other of our affiliates may profit from this hedging activity even if the value of the securities
declines. This hedging activity could affect the closing prices of any of the underlying shares and, therefore, the value of and
your return on the securities. For additional information on the ways in which our counterparties may hedge our obligations under
the securities, see “Use of Proceeds and Hedging” in the accompanying prospectus.
Valuation
of the Securities
CGMI calculated the estimated value of the securities set forth
on the cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated
an estimated value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate
the payout on the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative
instruments underlying the economic terms of the securities (the “derivative component”). CGMI calculated the estimated
value of the bond component using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the
derivative component based on a proprietary derivative-pricing model, which generated a theoretical price for the instruments
that constitute the derivative component based on various inputs, including the factors described under “Summary Risk Factors—The
value of the securities prior to maturity will fluctuate based on many unpredictable factors” in this pricing supplement,
but not including our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable or may be based on assumptions
made by CGMI in its discretionary judgment.
For a period of approximately three months following issuance
of the securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that
will be indicated for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI
may also publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price
or value that would otherwise be determined. This temporary upward adjustment represents a portion
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
of the hedging profit expected to be realized by CGMI or its
affiliates over the term of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line
basis over the three-month temporary adjustment period. However, CGMI is not obligated to buy the securities from investors at
any time. See “Summary Risk Factors—The securities will not be listed on any securities exchange and you may not be
able to sell them prior to maturity.”
Certain Selling
Restrictions
Hong Kong Special Administrative Region
The contents of this pricing supplement and the accompanying
product supplement, prospectus supplement and prospectus have not been reviewed by any regulatory authority in the Hong Kong Special
Administrative Region of the People’s Republic of China (“Hong Kong”). Investors are advised to exercise caution
in relation to the offer. If investors are in any doubt about any of the contents of this pricing supplement and the accompanying
product supplement, prospectus supplement and prospectus, they should obtain independent professional advice.
The securities have not been offered or sold and will not be
offered or sold in Hong Kong by means of any document, other than
|
(i)
|
to persons whose ordinary business is to buy or sell shares
or debentures (whether as principal or agent); or
|
|
(ii)
|
to “professional investors” as defined in the
Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “Securities and Futures
Ordinance”) and any rules made under that Ordinance; or
|
|
(iii)
|
in other circumstances which do not result in the document
being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong
Kong or which do not constitute an offer to the public within the meaning of that Ordinance;
and
|
There is no advertisement, invitation or document relating to
the securities which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended
to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities
and Futures Ordinance and any rules made under that Ordinance.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits and are not covered by the Hong Kong Deposit Protection Scheme.
Singapore
This pricing supplement and the accompanying product supplement,
prospectus supplement and prospectus have not been registered as a prospectus with the Monetary Authority of Singapore, and the
securities will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities
and Futures Act”). Accordingly, the securities may not be offered or sold or made the subject of an invitation for subscription
or purchase nor may this pricing supplement or any other document or material in connection with the offer or sale or invitation
for subscription or purchase of any securities be circulated or distributed, whether directly or indirectly, to any person in
Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant
person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of the Securities and
Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. Where
the securities are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is:
|
(a)
|
a corporation (which is not an accredited investor (as defined
in Section 4A of the Securities and Futures Act)) the sole business of which is to hold
investments and the entire share capital of which is owned by one or more individuals,
each of whom is an accredited investor; or
|
|
(b)
|
a trust (where the trustee is not an accredited investor) whose
sole purpose is to hold investments and each beneficiary is an individual who is an accredited
investor, securities (as defined in Section 239(1) of the Securities and Futures Act)
of that corporation or the beneficiaries’ rights and interests (howsoever described)
in that trust shall not be transferable for 6 months after that corporation or that trust
has acquired the relevant securities pursuant to an offer under Section 275 of the Securities
and Futures Act except:
|
|
(i)
|
to an institutional investor or to a relevant person defined
in Section 275(2) of the Securities and Futures Act or to any person arising from an
offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures
Act; or
|
|
(ii)
|
where no consideration is or will be given for the transfer;
or
|
|
(iii)
|
where the transfer is by operation of law; or
|
|
(iv)
|
pursuant to Section 276(7) of the Securities and Futures Act;
or
|
|
(v)
|
as specified in Regulation 32 of the Securities and Futures (Offers
of Investments) (shares and Debentures) Regulations 2005 of Singapore.
|
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
Any securities referred to herein may not be registered with
any regulator, regulatory body or similar organization or institution in any jurisdiction.
The securities are Specified Investment Products (as defined
in the Notice on Recommendations on Investment Products and Notice on the Sale of Investment Product issued by the Monetary Authority
of Singapore on 28 July 2011) that is neither listed nor quoted on a securities market or a futures market.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits. These securities are not insured products subject to the provisions
of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011 of Singapore and are not eligible for deposit insurance
coverage under the Deposit Insurance Scheme.
Validity of
the Securities
In the opinion of Davis Polk & Wardwell LLP, as special
products counsel to Citigroup Global Markets Holdings Inc., when the securities offered by this pricing supplement have been executed
and issued by Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant to the indenture, and delivered
against payment therefor, such securities and the related guarantee of Citigroup Inc. will be valid and binding obligations of
Citigroup Global Markets Holdings Inc. and Citigroup Inc., respectively, enforceable in accordance with their respective terms,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the
lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer
or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date of this pricing
supplement and is limited to the laws of the State of New York, except that such counsel expresses no opinion as to the application
of state securities or Blue Sky laws to the securities.
In giving this opinion, Davis Polk & Wardwell LLP has assumed
the legal conclusions expressed in the opinions set forth below of Scott L. Flood, General Counsel and Secretary of Citigroup
Global Markets Holdings Inc., and Barbara Politi, Assistant General Counsel—Capital Markets of Citigroup Inc. In addition,
this opinion is subject to the assumptions set forth in the letter of Davis Polk & Wardwell LLP dated March 8, 2016, which
has been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on March 9, 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 securities nor the issuance and delivery of the securities and the related guarantee, nor the compliance by
Citigroup Global Markets Holdings Inc. and Citigroup Inc. with the terms of the securities and the related guarantee respectively,
will result in a violation of any provision of any instrument or agreement then binding upon Citigroup Global Markets Holdings
Inc. or Citigroup Inc., as applicable, or any restriction imposed by any court or governmental body having jurisdiction over Citigroup
Global Markets Holdings Inc. or Citigroup Inc., as applicable.
In the opinion of Scott L. Flood, Secretary and General Counsel
of Citigroup Global Markets Holdings Inc., (i) the terms of the securities offered by this pricing supplement have been duly established
under the indenture and the Board of Directors (or a duly authorized committee thereof) of Citigroup Global Markets Holdings Inc.
has duly authorized the issuance and sale of such securities and such authorization has not been modified or rescinded; (ii) Citigroup
Global Markets Holdings Inc. is validly existing and in good standing under the laws of the State of New York; (iii) the indenture
has been duly authorized, executed and delivered by Citigroup Global Markets Holdings Inc.; and (iv) the execution and delivery
of such indenture and of the securities offered by this pricing supplement by Citigroup Global Markets Holdings Inc., and the
performance by Citigroup Global Markets Holdings Inc. of its obligations thereunder, are within its corporate powers and do not
contravene its certificate of incorporation or bylaws or other constitutive documents. This opinion is given as of the date of
this pricing supplement and is limited to the laws of the State of New York.
Scott L. Flood, or other internal attorneys with whom he has
consulted, has examined and is familiar with originals, or copies certified or otherwise identified to his satisfaction, of such
corporate records of Citigroup Global Markets Holdings Inc., certificates or documents as he has deemed appropriate as a basis
for the opinions expressed above. In such examination, he or such persons has assumed the legal capacity of all natural persons,
the genuineness of all signatures (other than those of officers of Citigroup Global Markets Holdings Inc.), the authenticity of
all documents submitted to him or such persons as originals, the conformity to original documents of all documents submitted to
him or such persons as certified or photostatic copies and the authenticity of the originals of such copies.
In the opinion of Barbara Politi, Assistant General Counsel—Capital
Markets of Citigroup Inc., (i) the Board of Directors (or a duly authorized committee thereof) of Citigroup Inc. has duly authorized
the guarantee of such securities by Citigroup Inc. and such authorization has not been modified or rescinded; (ii) Citigroup Inc.
is validly existing and in good standing under the laws of the State of Delaware; (iii) the indenture has been duly authorized,
executed and delivered by Citigroup Inc.; and (iv) the execution and delivery of such indenture, and the performance by Citigroup
Inc. of its obligations thereunder, are within its corporate powers and do not contravene its certificate of incorporation or
bylaws or other constitutive documents. This opinion is given as of the date of this pricing supplement and is limited to the
General Corporation Law of the State of Delaware.
Barbara Politi, or other internal attorneys with whom she has
consulted, has examined and is familiar with originals, or copies certified or otherwise identified to her satisfaction, of such
corporate records of Citigroup Inc., certificates or documents as she has deemed appropriate as a basis for the opinions expressed
above. In such examination, she or such persons has assumed the legal capacity of all natural persons, the genuineness of all
signatures (other than those of officers of Citigroup Inc.), the authenticity of all documents submitted to her or such persons
as originals, the conformity to original documents of all documents submitted to her or such persons as certified or photostatic
copies and the authenticity of the originals of such copies.
Citigroup Global Markets Holdings Inc.
|
Autocallable Equity Linked Securities Based on the Worst Performing of the Common Stock of QUALCOMM Incorporated, the Ordinary Shares of Broadcom Limited and the Common Stock of NVIDIA Due October 20, 2017
|
|
Contact
Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.
©
2016 Citigroup Global Markets Inc. All rights
reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered
throughout the world.
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