|
Citigroup Global Markets Holdings
Inc. |
February 23, 2021
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2021-USNCH6547
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
|
Autocallable Securities Linked to the
Worst Performing of the Nasdaq-100 Index® and the
Russell 2000® Index Due February 28, 2024
|
▪ |
The securities offered by this pricing supplement are unsecured
debt securities issued by Citigroup Global Markets Holdings Inc.
and guaranteed by Citigroup Inc. Unlike conventional debt
securities, the securities do not pay interest, do not guarantee
the repayment of principal at maturity and are subject to potential
automatic early redemption on a periodic basis on the terms
described below. Your return on the securities will depend solely
on the performance of the worst performing of the
underlyings specified below. |
|
▪ |
The securities offer the potential for automatic early
redemption at a premium following the first valuation date (other
than the final valuation date) on which the closing value of the
worst performing underlying on that valuation date is greater than
or equal to its initial underlying value. If the securities are not
automatically redeemed prior to maturity, then the securities will
no longer offer the opportunity to receive a premium but instead
will offer (i) the opportunity to participate in any appreciation
of the worst performing underlying on the final valuation date at
the upside participation rate specified below and (ii) contingent
repayment of the stated principal amount at maturity if the worst
performing underlying on the final valuation date depreciates,
but only so long as its final underlying value is greater
than or equal to its buffer value specified below. However, if
the securities are not automatically redeemed prior to maturity and
the final underlying value of the worst performing underlying on
the final valuation date is less than its buffer value, you will
lose 1% of the stated principal amount of your securities at
maturity for every 1% by which the depreciation of the worst
performing underlying from its initial underlying value to its
final underlying value exceeds the buffer percentage. |
|
▪ |
You will be subject to risks associated with each of the
underlyings and will be negatively affected by adverse movements in
any one of the underlyings. Although you will have downside
exposure to the worst performing underlying, you will not receive
dividends or participate in any appreciation of any of the
underlyings. |
|
▪ |
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. |
| Underlyings: |
Underlying |
Initial underlying value* |
Buffer value** |
| |
Nasdaq-100
Index® |
13,194.71 |
11,215.504 |
| |
Russell 2000®
Index |
2,231.314 |
1,896.617 |
| |
* For each underlying, its closing value on the pricing date
** For each underlying, 85% of its initial underlying value
|
|
Stated principal amount: |
$1,000 per
security |
|
Pricing date: |
February 23,
2021 |
|
Issue date: |
February 26,
2021 |
|
Valuation dates: |
February 24, 2022,
February 23, 2023 and February 23, 2024 (the “final valuation
date”), each subject to postponement if such date is not a
scheduled trading day or certain market disruption events
occur |
|
Maturity date: |
Unless earlier
redeemed, February 28, 2024 |
| Automatic
early redemption: |
If, on any valuation
date prior to the final valuation date, the closing value of the
worst performing underlying on that valuation date is greater than
or equal to its initial underlying value, the securities will be
automatically redeemed on the third business day immediately
following that valuation date for an amount in cash per security
equal to $1,000 plus the premium applicable to that
valuation date. If the securities are automatically
redeemed following any valuation date prior to the final valuation
date, they will cease to be outstanding. |
|
Payment at maturity: |
If the securities are not automatically redeemed prior to maturity,
you will receive at maturity, for each security you then hold, an
amount in cash equal to:
§ If the
final underlying value of the worst performing underlying on the
final valuation date is greater than its initial underlying
value: $1,000 + the return amount
§ If the
final underlying value of the worst performing underlying on the
final valuation date is less than or equal to its initial
underlying value but greater than or equal to its buffer
value: $1,000
§ If the
final underlying value of the worst performing underlying on the
final valuation date is less than its buffer value:
$1,000 + [$1,000 × (the underlying return of the worst performing
underlying on the final valuation date + the buffer
percentage)]
If the securities are not automatically redeemed prior to
maturity and the final underlying value of the worst performing
underlying on the final valuation date is less than its buffer
value, you will lose 1% of the stated principal amount of your
securities at maturity for every 1% by which that depreciation
exceeds the buffer percentage.
|
| Buffer
percentage: |
15% |
|
Listing: |
The securities will
not be listed on any securities exchange |
|
CUSIP / ISIN: |
17328YLM4 /
US17328YLM48 |
|
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(3) |
|
Per security: |
$1,000 |
$36.00 |
$964.00 |
|
Total: |
$1,226,000 |
$36,963.90 |
$1,189,036.10 |
| |
|
|
|
|
(Key Terms continued on next page)
(1) On the date of this
pricing supplement, the estimated value of the securities is
$948.50 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) CGMI will receive an underwriting fee of up to $36.00 for each
security sold in this offering. The total underwriting fee and
proceeds to issuer in the table above give effect to the actual
total underwriting fee. 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.
(3) The per security proceeds to issuer indicated above represent
the minimum per security proceeds to issuer for any security,
assuming the maximum per security underwriting fee. As noted above,
the underwriting fee is variable.
Investing in the securities
involves risks not associated with an investment in conventional
debt securities. See “Summary Risk Factors” beginning on page
PS-7.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the securities
or determined that this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement
and prospectus are truthful or complete. Any representation to the
contrary is a criminal offense. You
should read this pricing supplement together with the accompanying
product
supplement, underlying supplement, prospectus supplement
and prospectus, which can be accessed via the hyperlinks
below:
Product
Supplement No. EA-02-08 dated February 15,
2019 Underlying
Supplement No. 9 dated October 30, 2020
Prospectus
Supplement and Prospectus each dated May 14, 2018
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. |
| |
| KEY
TERMS (continued) |
| Premium: |
The premium applicable to each valuation date prior to the final
valuation date is set forth below. The premium may be
significantly less than the appreciation of any underlying from the
pricing date to the applicable valuation date.
·
February 24,
2022: 7.50%
of the stated principal amount
·
February 23,
2023: 15.00%
of the stated principal amount
|
| Return
amount: |
$1,000 × the underlying return of
the worst performing underlying on the final valuation date × the
upside participation rate |
| Upside
participation rate: |
125% |
|
Underlying return: |
For each underlying on any
valuation date, (i) its closing value on that valuation date
minus its initial underlying value, divided by (ii)
its initial underlying value |
|
Worst performing underlying: |
For any valuation date, the
underlying with the lowest underlying return determined as of that
valuation date |
|
Final underlying value: |
For each underlying, its closing
value on the final valuation date |
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, the accompanying product
supplement contains important information about how the closing
value of each underlying will be determined and about adjustments
that may be made to the terms of the securities upon the occurrence
of market disruption events and other specified events with respect
to each underlying. The accompanying underlying supplement contains
information about each underlying that is not repeated in this
pricing supplement. It is important that you read the accompanying
product supplement, underlying supplement, prospectus supplement
and prospectus together with this pricing supplement in deciding
whether to invest in the securities. Certain terms used but not
defined in this pricing supplement are defined in the accompanying
product supplement.
Prospectus. The first sentence of “Description of Debt
Securities— Events of Default and Defaults” in the accompanying
prospectus shall be amended to read in its entirety as follows:
Events of default under the indenture are:
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|
• |
|
failure of Citigroup Global Markets Holdings or Citigroup to pay
required interest on any debt security of such series for 30
days; |
| |
• |
|
failure of Citigroup Global Markets Holdings or Citigroup to pay
principal, other than a scheduled installment payment to a sinking
fund, on any debt security of such series for 30 days; |
| |
• |
|
failure of Citigroup Global Markets Holdings or Citigroup to make
any required scheduled installment payment to a sinking fund for 30
days on debt securities of such series; |
| |
• |
|
failure of Citigroup Global Markets Holdings to perform for 90 days
after notice any other covenant in the indenture applicable to it
other than a covenant included in the indenture solely for the
benefit of a series of debt securities other than such series;
and |
| |
• |
|
certain events of bankruptcy or insolvency of Citigroup Global
Markets Holdings, whether voluntary or not (Section
6.01). |
|
Citigroup Global Markets Holdings
Inc. |
| |
Payout Tables and Diagram
The table below illustrates how the amount payable per security
will be calculated if the closing value of the worst performing
underlying on any valuation date prior to the final valuation date
is greater than or equal to its initial underlying value.
|
If the first valuation date on which the closing value of the
worst performing underlying on that valuation date is greater than
or equal to its initial underlying value is . . . |
. . . then you will receive the following payment per $1,000
security upon automatic early redemption: |
|
February 24,
2022 |
$1,000 +
applicable premium = $1,000 + $75.00 = $1,075.00 |
|
February 23,
2023 |
$1,000 +
applicable premium = $1,000 + $150.00 = $1,150.00 |
If, on any valuation date prior to the final valuation date, the
closing value of any underlying is greater than or equal to its
initial underlying value, but the closing value of the other
underlying is less than its initial underlying value, you will not
receive the premium indicated above following that valuation date.
In order to receive the premium indicated above, the closing value
of each underlying on the applicable valuation date must be
greater than or equal to its initial underlying value.
The table below indicates what your payment at maturity would be
for various hypothetical underlying returns of the worst performing
underlying on the final valuation date, assuming the securities are
not automatically redeemed prior to maturity. Your actual payment
at maturity (if the securities are not earlier automatically
redeemed) will depend on the actual final underlying value of the
worst performing underlying on the final valuation date.
|
Hypothetical Payment
at Maturity(1) |
|
Hypothetical Underlying Return of Worst
Performing Underlying on the Final Valuation Date |
Hypothetical Payment at Maturity
per Security |
|
100.00% |
$2,250.00 |
|
75.00% |
$1,937.50 |
|
50.00% |
$1,625.00 |
|
25.00% |
$1,312.50 |
|
10.00% |
$1,125.00 |
|
0.00% |
$1,000.00 |
|
-0.01% |
$1,000.00 |
|
-10.00% |
$1,000.00 |
|
-15.00% |
$1,000.00 |
|
-15.01% |
$999.90 |
|
-25.00% |
$900.00 |
|
-50.00% |
$650.00 |
|
-75.00% |
$400.00 |
|
-100.00% |
$150.00 |
(1) Assumes the securities are not automatically
redeemed prior to maturity. Each security has a stated principal
amount of $1,000.00.
The diagram below illustrates the payment at maturity of the
securities, assuming the securities have not previously been
automatically redeemed, for a range of hypothetical underlying
returns of the worst performing underlying on the final valuation
date. Your payment at maturity (if the securities are not earlier
automatically redeemed) will be determined based solely on the
performance of the worst performing underlying on the final
valuation date.
Investors in the securities will not receive any dividends with
respect to the underlyings. The diagram and examples below do not
show any effect of lost dividend yield over the term of the
securities. See “Summary Risk Factors—You will not receive
dividends or have any other rights with respect to the underlyings”
below.
|
Citigroup Global Markets Holdings
Inc. |
| |
|
Payment at
Maturity |
 |
|
|
|
n The
Securities |
n The Worst Performing
Underlying |
|
Citigroup Global Markets Holdings
Inc. |
| |
Hypothetical Examples of the
Payment at Maturity
The examples below illustrate how to determine the payment at
maturity on the securities, assuming the securities are not
automatically redeemed prior to maturity. The examples are solely
for illustrative purposes, do not show all possible outcomes and
are not a prediction of any payment that may be made on the
securities.
The examples below are based on the following hypothetical values
and do not reflect the actual initial underlying values or buffer
values of the underlyings. For the actual initial underlying values
and buffer values, see the cover page of this pricing supplement.
We have used these hypothetical values, rather than the actual
values, to simplify the calculations and aid understanding of how
the securities work. However, you should understand that the actual
payments on the securities will be calculated based on the actual
initial underlying value and buffer value of each underlying, and
not the hypothetical values indicated below.
|
Underlying |
Hypothetical initial underlying value |
Hypothetical buffer value |
|
Nasdaq-100
Index® |
100 |
85 (85% of its hypothetical initial
underlying value) |
|
Russell 2000®
Index |
100 |
85 (85% of its hypothetical initial
underlying value) |
The examples below are intended to illustrate how, if the
securities are not automatically redeemed prior to maturity, your
payment at maturity will depend on the final underlying value of
the worst performing underlying on the final valuation date. Your
actual payment at maturity per security will depend on the actual
final underlying value of the worst performing underlying on the
final valuation date.
Example 1—Upside
Scenario.
|
Underlying |
Hypothetical
final underlying value |
Hypothetical
underlying return |
|
Nasdaq-100
Index® |
110 |
10% |
|
Russell 2000®
Index |
150 |
50% |
Payment at maturity per
security = $1,000 + the return amount
= $1,000 + ($1,000 × the
underlying return of the worst performing underlying on the final
valuation date × the upside participation rate)
= $1,000 + ($1,000 × 10% ×
125%)
= $1,000 + $125
= $1,125
In this example, the
Nasdaq-100 Index® has the lowest underlying return and is,
therefore, the worst performing underlying on the final valuation
date. Because the final underlying value of the worst performing
underlying on the final valuation date is greater than its initial
underlying value, your total return at maturity would equal the
underlying return of the worst performing underlying on the final
valuation date multiplied by the upside participation
rate.
Example 2—Par Scenario.
|
Underlying |
Hypothetical final underlying
value |
Hypothetical underlying
return |
|
Nasdaq-100
Index® |
110 |
10% |
|
Russell 2000®
Index |
95 |
-5% |
In this example, the Russell 2000® Index has the lowest
underlying return and is, therefore, the worst performing
underlying on the final valuation date. Because the final
underlying value of the worst performing underlying on the final
valuation date is less than its initial underlying value but
greater than its buffer value, you would be repaid the stated
principal amount of $1,000 per security at maturity but would not
receive any positive return on your investment.
|
Citigroup Global Markets Holdings
Inc. |
| |
Example 3—Downside Scenario.
|
Underlying |
Hypothetical final underlying
value |
Hypothetical underlying
return |
|
Nasdaq-100
Index® |
30 |
-70% |
|
Russell 2000®
Index |
80 |
-20% |
In this example, the Nasdaq-100 Index® has the lowest
underlying return and is, therefore, the worst performing
underlying on the final valuation date. Because the final
underlying value of the worst performing underlying on the final
valuation date is less than its buffer value, you would receive a
payment at maturity per security that is less than the stated
principal amount, calculated as follows:
Payment at maturity per security = $1,000 + [$1,000 × (the
underlying return of the worst performing underlying on the final
valuation date + the buffer percentage)]
=
$1,000 + [$1,000 × (-70% + 15%)]
=
$1,000 + [$1,000 × -55%]
=
$1,000 + -$550
=
$450
In this example, because the final underlying value of the worst
performing underlying on the final valuation date is less than its
buffer value, you would lose a portion of your investment in the
securities. Your payment at maturity would reflect a loss of 1% of
the stated principal amount of your securities for every 1% by
which the depreciation of the worst performing underlying on the
final valuation date has exceeded the buffer percentage.
|
Citigroup Global Markets Holdings
Inc. |
| |
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 underlying. 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 advisors 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 EA-7 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 a significant portion 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
final underlying value of the worst performing underlying on the
final valuation date. If the final underlying value of the worst
performing underlying on the final valuation date is less than its
buffer value, which means
that the worst performing underlying on the final valuation date
has depreciated from its initial underlying value by more than the
buffer percentage, you
will lose 1% of the stated principal amount of your securities for
every 1% by which that depreciation exceeds the buffer
percentage. |
§
The securities do not pay interest. You should not invest in
the securities if you seek current income during the term of the
securities.
|
§ |
The securities are subject to heightened risk because they
have multiple underlyings. The securities are more risky than
similar investments that may be available with only one underlying.
With multiple underlyings, there is a greater chance that any one
underlying will perform poorly, adversely affecting your return on
the securities. |
|
§ |
The securities are subject to the risks of each of the
underlyings and will be negatively affected if any one underlying
performs poorly. You are subject to risks associated with each
of the underlyings. If any one underlying performs poorly, you will
be negatively affected. The securities are not linked to a basket
composed of the underlyings, where the blended performance of the
underlyings would be better than the performance of the worst
performing underlying alone. Instead, you are subject to the full
risks of whichever of the underlyings is the worst performing
underlying. |
|
§ |
You will not benefit in any way from the performance of any
better performing underlying. The return on the securities
depends solely on the performance of the worst performing
underlying, and you will not benefit in any way from the
performance of any better performing underlying. |
|
§ |
You will be subject to risks relating to the relationship
between the underlyings. It is preferable from your perspective
for the underlyings 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 underlyings will not exhibit this relationship. The
less correlated the underlyings, the more likely it is that any one
of the underlyings will perform poorly over the term of the
securities. All that is necessary for the securities to perform
poorly is for one of the underlyings to perform poorly. It is
impossible to predict what the relationship between the underlyings
will be over the term of the securities. The underlyings differ in
significant ways and, therefore, may not be correlated with each
other. |
|
§ |
The securities may be automatically redeemed prior to
maturity, limiting the term of the securities. If the closing
value of the worst performing underlying on any valuation date
(other than the final valuation date) is greater than or equal to
its initial underlying value, the securities will be automatically
redeemed. If the securities are automatically redeemed following
any valuation date (other than the final valuation date), they will
cease to be outstanding. Moreover, you may not be able to reinvest
your funds in another investment that provides a similar yield with
a similar level of risk. |
|
§ |
You will not receive dividends or have any other rights with
respect to the underlyings. You will not receive any dividends
with respect to the underlyings. This lost dividend yield may be
significant over the term of the securities. The payment scenarios
described in this pricing supplement do not show any effect of such
lost dividend yield over the term of the securities. In addition,
you will not have voting rights or any other rights with respect to
the underlyings or the stocks included in the underlyings. |
|
§ |
The performance of the securities will depend on the closing
values of the underlyings solely on the valuation dates, which
makes the securities particularly sensitive to volatility in the
closing values of the underlyings on or near the valuation
dates. Whether the securities will be automatically redeemed
prior to maturity will depend on the closing values of the
underlyings solely on the valuation dates (other than the final
valuation date), regardless of the closing values of the
underlyings on other days during the term of the securities. If the
securities are not automatically redeemed prior to maturity, what
you receive at maturity will depend solely on the final underlying
value of the worst performing underlying on the final valuation
date, and not on |
|
Citigroup Global Markets Holdings
Inc. |
| |
any other day during the term of the securities. Because the
performance of the securities depends on the closing values of the
underlyings on a limited number of dates, the securities will be
particularly sensitive to volatility in the closing values of the
underlyings on or near the valuation dates. You should understand
that the closing value of each underlying has 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 anything 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) any selling concessions or other fees 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 between the underlyings,
dividend yields on the underlyings 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 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 an interest rate 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.
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§ |
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 |
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Citigroup Global Markets Holdings
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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 closing
values of the underlyings, the volatility of the closing values of
the underlyings, the correlation between the underlyings, dividend
yields on the underlyings, interest rates generally, the time
remaining to maturity and our and Citigroup Inc.’s
creditworthiness, as reflected in our secondary market rate, among
other factors described under “Risk Factors Relating to the
Securities—Risk Factors Relating to All Securities—The value of
your securities prior to maturity will fluctuate based on many
unpredictable factors” in the accompanying product supplement.
Changes in the closing values of the underlyings 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. |
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§ |
The Russell 2000® Index is subject to risks
associated with small capitalization stocks. The stocks that
constitute the Russell 2000® Index are issued by
companies with relatively small market capitalization. The stock
prices of smaller companies may be more volatile than stock prices
of large capitalization companies. These companies tend to be less
well-established than large market capitalization companies. Small
capitalization companies may be less able to withstand adverse
economic, market, trade and competitive conditions relative to
larger companies. Small capitalization companies are less likely to
pay dividends on their stocks, and the presence of a dividend
payment could be a factor that limits downward stock price pressure
under adverse market conditions. |
|
§ |
Our offering of the securities is not a recommendation of
any underlying. The fact that we are offering the securities
does not mean that we believe that investing in an instrument
linked to the underlyings 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
underlyings or in instruments related to the underlyings, and may
publish research or express opinions, that in each case are
inconsistent with an investment linked to the underlyings. These
and other activities of our affiliates may affect the closing
values of the underlyings in a way that negatively affects the
value of and your return on the securities. |
|
§ |
The closing value of an underlying may be adversely affected
by our or our affiliates’ hedging and other trading activities.
We expect to hedge our obligations under the securities through
CGMI or other of our affiliates, who may take positions in the
underlyings or in financial instruments related to the underlyings
and may adjust such positions during the term of the securities.
Our affiliates also take positions in the underlyings or in
financial instruments related to the underlyings 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 closing
values of the underlyings in a way that negatively affects the
value of and your return on 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 engage in business activities with a
wide range of companies. These activities include extending loans,
making and facilitating investments, underwriting securities
offerings and providing advisory services. These activities could
involve or affect the underlyings in a way that negatively affects
the value of and your return on the securities. They could also
result in substantial returns for us or our affiliates while the
value of the securities declines. In addition, in the course of
this business, we or our affiliates may acquire non-public
information, which will not be disclosed to you. |
|
§ |
The calculation agent, which is an affiliate of ours, will
make important determinations with respect to the
securities. If certain events occur during the term of
the securities, such as market disruption events and other events
with respect to an underlying, CGMI, as calculation agent, will be
required to make discretionary judgments that could significantly
affect your return on the securities. 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. See “Risk
Factors Relating to the Securities—Risk Factors Relating to All
Securities—The calculation agent, which is an affiliate of ours,
will make important determinations with respect to the securities”
in the accompanying product supplement. |
|
§ |
Changes that affect the underlyings may affect the value of
your securities. The sponsors of the underlyings may at any
time make methodological changes or other changes in the manner in
which they operate that could affect the values of the underlyings.
We are not affiliated with any such underlying sponsor and,
accordingly, we have no control over any changes any such sponsor
may make. Such changes could adversely affect the performance of
the underlyings and the value of and your return on 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 prepaid forward contracts. If the IRS were successful
in asserting an alternative treatment of the securities, the tax
consequences of the ownership and disposition of the securities
might be materially and |
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Citigroup Global Markets Holdings
Inc. |
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adversely affected. Moreover, future legislation, Treasury
regulations or IRS guidance could adversely affect the U.S. federal
tax treatment of the securities, possibly retroactively.
If you are a non-U.S. investor, you should review the discussion of
withholding tax issues in “United States Federal Tax
Considerations—Non-U.S. Holders” below.
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.
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Citigroup Global Markets Holdings
Inc. |
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Information About the Nasdaq-100 Index®
The Nasdaq-100
Index® is a modified market capitalization-weighted
index of stocks of the 100 largest non-financial companies listed
on the Nasdaq Stock Market. All stocks included in the Nasdaq-100
Index® are traded on a major U.S. exchange. The
Nasdaq-100 Index® was developed by the Nasdaq Stock
Market, Inc. and is calculated, maintained and published by Nasdaq,
Inc.
Please refer to the section
“Equity Index Descriptions—The Nasdaq-100 Index®” in the
accompanying underlying supplement for additional
information.
We have derived all
information regarding the Nasdaq-100 Index® from
publicly available information and have not independently verified
any information regarding the Nasdaq-100 Index®. This
pricing supplement relates only to the securities and not to the
Nasdaq-100 Index®. We make no representation as to the
performance of the Nasdaq-100 Index® over the term of
the securities.
The securities represent
obligations of Citigroup Global Markets Holdings Inc. (guaranteed
by Citigroup Inc.) only. The sponsor of the Nasdaq-100
Index® is not involved in any way in this offering and
has no obligation relating to the securities or to holders of the
securities.
Historical Information
The closing value of the Nasdaq-100 Index® on February
23, 2021 was 13,194.71.
The graph below shows the closing value of the Nasdaq-100
Index® for each day such value was available from
January 3, 2011 to February 23, 2021. We obtained the closing
values from Bloomberg L.P., without independent verification. You
should not take historical closing values as an indication of
future performance.
Nasdaq-100
Index® – Historical Closing Values
January 3, 2011 to February 23, 2021 |
 |
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Citigroup Global Markets Holdings
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Information About the Russell 2000® Index
The Russell 2000® Index is designed to track the
performance of the small capitalization segment of the U.S. equity
market. All stocks included in the Russell 2000® Index
are traded on a major U.S. exchange. It is calculated and
maintained by FTSE Russell.
Please refer to the section “Equity Index Descriptions—The Russell
Indices—The Russell 2000® Index” in the accompanying
underlying supplement for additional information.
We have derived all information regarding the Russell
2000® Index from publicly available information and have
not independently verified any information regarding the Russell
2000® Index. This pricing supplement relates only to the
securities and not to the Russell 2000® Index. We make
no representation as to the performance of the Russell
2000® Index over the term of the securities.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of
the Russell 2000® Index is not involved in any way in
this offering and has no obligation relating to the securities or
to holders of the securities.
Historical Information
The closing value of the Russell 2000® Index on February
23, 2021 was 2,231.314.
The graph below shows the closing value of the Russell
2000® Index for each day such value was available from
January 3, 2011 to February 23, 2021. We obtained the closing
values from Bloomberg L.P., without independent verification. You
should not take historical closing values as an indication of
future performance.
Russell
2000® Index – Historical Closing Values
January 3, 2011 to February 23, 2021 |
 |
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Citigroup Global Markets Holdings
Inc. |
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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.
In the opinion of our counsel, Davis Polk & Wardwell LLP, which
is based on current market conditions, a security should be treated
as a prepaid forward contract for U.S. federal income tax purposes.
By purchasing a security, you agree (in the absence of an
administrative determination or judicial ruling to the contrary) to
this treatment. There is uncertainty regarding this treatment, and
the IRS or a court might not agree with it.
Assuming this treatment of the securities is respected and subject
to the discussion in “United States Federal Tax Considerations” in
the accompanying product supplement, the following U.S. federal
income tax consequences should result under current law:
|
· |
You should not recognize taxable income over the term of the
securities prior to maturity, other than pursuant to a sale or
exchange. |
|
· |
Upon a sale or exchange of a security (including retirement at
maturity), you should recognize capital gain or loss equal to the
difference between the amount realized and your tax basis in the
security. Such gain or loss should be long-term capital gain or
loss if you held the security for more than one year. |
We do not plan to request a ruling from the IRS regarding the
treatment of the securities. An alternative characterization of the
securities could materially and adversely affect the tax
consequences of ownership and disposition of the securities,
including the timing and character of income recognized. In
addition, the U.S. Treasury Department and the IRS have requested
comments on various issues regarding the U.S. federal income tax
treatment of “prepaid forward contracts” and similar financial
instruments and have indicated that such transactions may be the
subject of future regulations or other guidance. Furthermore,
members of Congress have proposed legislative changes to the tax
treatment of derivative contracts. Any legislation, 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, possibly with
retroactive effect. You should consult your tax adviser regarding
possible alternative tax treatments of the securities and potential
changes in applicable law.
Non-U.S. Holders. Subject to the discussions below and in
“United States Federal Tax Considerations” in the accompanying
product supplement, if you are a Non-U.S. Holder (as defined in the
accompanying product supplement) of the securities, 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.
As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders” in the accompanying product
supplement, Section 871(m) of the Code and Treasury regulations
promulgated thereunder (“Section 871(m)”) generally impose a 30%
withholding tax on dividend equivalents paid or deemed paid to
Non-U.S. Holders with respect to certain financial instruments
linked to U.S. equities (“U.S. Underlying Equities”) or indices
that include U.S. Underlying Equities. Section 871(m) generally
applies to instruments that substantially replicate the economic
performance of one or more U.S. Underlying Equities, as determined
based on tests set forth in the applicable Treasury regulations.
However, the regulations, as modified by an IRS notice, exempt
financial instruments issued prior to January 1, 2023 that do not
have a “delta” of one. Based on the terms of the securities and
representations provided by us, our counsel is of the opinion that
the securities should not be treated as transactions that have a
“delta” of one within the meaning of the regulations with respect
to any U.S. Underlying Equity and, therefore, should not be subject
to withholding tax under Section 871(m).
A
determination that the securities are not subject to Section 871(m)
is not binding on the IRS, and the IRS may disagree with this
treatment. Moreover, Section 871(m) is complex and its application
may depend on your particular circumstances, including your other
transactions. You should consult your tax adviser regarding the
potential application of Section 871(m) to the securities.
If withholding tax applies to 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.
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Citigroup Global Markets Holdings
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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 up to $36.00 for
each security sold in this offering. The actual underwriting fee
will be equal to the selling concession provided to selected
dealers, as described in this paragraph. From this underwriting
fee, CGMI will pay selected dealers not affiliated with CGMI a
variable selling concession of up to $36.00 for each security they
sell. For the avoidance of
doubt, any fees or selling concessions described in this pricing
supplement will not be rebated if the securities are automatically
redeemed prior to maturity.
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.
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 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, underlying 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, underlying 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
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(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.
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Citigroup Global Markets Holdings
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Singapore
This pricing supplement and the accompanying product supplement,
underlying 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:
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(a) |
a corporation (which is not an accredited investor (as defined
in Section 4A of the Securities and Futures Act)) the sole business
of which is to hold investments and the entire share capital of
which is owned by one or more individuals, each of whom is an
accredited investor; or |
|
(b) |
a trust (where the trustee is not an accredited investor) whose
sole purpose is to hold investments and each beneficiary is an
individual who is an accredited investor, securities (as defined in
Section 239(1) of the Securities and Futures Act) of that
corporation or the beneficiaries’ rights and interests (howsoever
described) in that trust shall not be transferable for 6 months
after that corporation or that trust has acquired the relevant
securities pursuant to an offer under Section 275 of the Securities
and Futures Act except: |
|
(i) |
to an institutional investor or to a relevant person defined in
Section 275(2) of the Securities and Futures Act or to any person
arising from an offer referred to in Section 275(1A) or Section
276(4)(i)(B) of the Securities and Futures Act; or |
|
(ii) |
where no consideration is or will be given for the transfer;
or |
|
(iii) |
where the transfer is by operation of law; or |
|
(iv) |
pursuant to Section 276(7) of the Securities and Futures Act;
or |
|
(v) |
as specified in Regulation 32 of the Securities and Futures
(Offers of Investments) (Shares and Debentures) Regulations 2005 of
Singapore. |
Any securities referred to herein may not be registered with any
regulator, regulatory body or similar organization or institution
in any jurisdiction.
The securities are Specified Investment Products (as defined in the
Notice on Recommendations on Investment Products and Notice on the
Sale of Investment Product issued by the Monetary Authority of
Singapore on 28 July 2011) that is neither listed nor quoted on a
securities market or a futures market.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits. These
securities are not insured products subject to the provisions of
the Deposit Insurance and Policy Owners’ Protection Schemes Act
2011 of Singapore and are not eligible for deposit insurance
coverage under the Deposit Insurance Scheme.
Validity of the
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 May 17, 2018, which has been filed as an exhibit to a
Current Report on Form 8-K filed by Citigroup Inc. on May 17, 2018,
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
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Citigroup Global Markets Holdings
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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.
Contact
Clients may contact their local brokerage representative.
Third-party distributors may contact Citi Structured Investment
Sales at (212) 723-7005.
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