Citigroup Global Markets Holdings Inc.
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February 16, 2017
Medium-Term Senior Notes, Series
N
Pricing Supplement No. 2017-USNCH0369
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos.
333-214120 and 333-214120-03
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Single Observation ELKS
®
Based
on the Common Stock of American Airlines Group Inc. Due February 22, 2018
Overview
These Single Observation Equity LinKed
Securities (ELKS
®
), which we refer to as the “securities,” 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 will be exposed to the risk that, if a downside event (as described below) occurs, you will not receive
the stated principal amount of your securities at maturity and, instead, will receive shares of common stock of American Airlines
Group Inc. (or, in our sole discretion, cash based on the value of those shares) that are worth significantly less than the stated
principal amount and may be worth nothing.
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 cash or underlying shares
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
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Issuer:
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Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
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Guarantee:
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All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
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Underlying shares:
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Shares of common stock of American Airlines Group Inc. (NASDAQ symbol: “AAL”) (the “underlying share issuer”)
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Aggregate stated principal amount:
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$2,086,000
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Stated principal amount:
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$1,000 per security
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Pricing date:
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February 16, 2017
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Issue date:
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February 22, 2017
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Valuation date:
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February 16, 2018, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur
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Maturity date:
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February 22, 2018
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Coupon:
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8.25% per annum
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Coupon payment dates:
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The 22nd day of each month, commencing March 22, 2017 and ending on the maturity date
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Payment at maturity:
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For each $1,000 security you hold at maturity, you will be entitled
to receive the final coupon payment
plus
:
▪
If
a downside event occurs:
a number of underlying shares equal to the equity ratio (or, in our sole
discretion, cash in an amount equal to the equity ratio
multiplied by
the final share price)
▪
If
a downside event does
not
occur:
$1,000 in cash
If a downside event occurs, you will not receive the stated principal
amount of your securities at maturity and, instead, will receive underlying shares (or, in our sole discretion, cash based on the
value thereof) that will be worth less than 75.00% of the stated principal amount and may be worth nothing. Although you will be
subject to the risk of a decline in the price of the underlying shares, you will not participate in any appreciation of the underlying
shares over the term of the securities.
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Downside event:
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A downside event will occur if the final share price is less than the downside threshold price.
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Downside threshold price:
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$35.228, 75.00% of the initial share price
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Initial share price:
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$46.97, the closing price of the underlying shares on the pricing date
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Final share price:
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The closing price of the underlying shares on the valuation date
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Equity ratio:
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21.29019, the stated principal amount
divided by
the initial share price
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Listing:
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The securities will not be listed on any securities exchange
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CUSIP / ISIN:
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17324XBC3 / US17324XBC39
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Underwriter:
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Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
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Underwriting fee and issue price:
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Issue price
(1)(2)
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Underwriting fee
(3)
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Proceeds to issuer
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Per security:
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$1,000.00
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$12.50
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$987.50
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Total:
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$2,086,000.00
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$26,075.00
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$2,059,925.00
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(1) On the date of this pricing
supplement, the estimated value of the securities is $970.50 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) The issue price for investors
purchasing the securities in fee-based advisory accounts will be $987.50 per security, assuming no custodial fee is charged by
a selected dealer, and up to $992.50 per security, assuming the maximum custodial fee is charged by a selected dealer. See “Supplemental
Plan of Distribution” in this pricing supplement.
(3) 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-2.
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-01-05 dated October 14, 2016
Prospectus Supplement and Prospectus each dated October 14, 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.
|
Single Observation ELKS
®
Based on the Common Stock of American Airlines Group Inc. Due February 22, 2018
|
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Additional
Information
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.
Hypothetical
Examples
The table below illustrates what you will receive at maturity
of the securities for a range of hypothetical closing prices of the underlying shares on the valuation date.
The table below is based on the following values and assumptions
in order to illustrate how the securities work (and does not reflect the actual dividend yield on the underlying shares):
Initial share price:
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$46.97 (the closing price of the underlying shares on the pricing date)
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Equity ratio:
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21.29019 (the $1,000 stated principal amount per security
divided by
the initial share price)
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Downside threshold price:
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$35.228 (75.00% of the initial share price)
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Coupon:
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8.25% per annum
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Annualized dividend yield:
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0.85% (the hypothetical dividend yield)
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Term:
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1 year
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The following hypothetical examples assume that the closing price
of the underlying shares on the valuation date is the same as the closing price of the underlying shares on the maturity date.
Hypothetical closing price of the underlying shares on the valuation date
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Hypothetical percentage change from the initial share price to the final share price
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Value of the underlying shares or cash amount at maturity
(1)
per security
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Total coupon payments per security
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Total value received per security
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Total return of the underlying shares
(2)
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Total return of the securities
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$0.000
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-100.000%
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$0.00
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$82.50
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$82.50
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-99.150%
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-91.750%
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$23.485
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-50.000%
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$500.00
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$82.50
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$582.50
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-49.150%
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-41.750%
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$35.220
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-25.016%
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$749.84
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$82.50
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$832.34
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-24.166%
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-16.766%
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$35.228
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-25.000%
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$1,000.00
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$82.50
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$1,082.50
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-24.150%
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8.250%
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$42.273
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-10.000%
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$1,000.00
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$82.50
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$1,082.50
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-9.150%
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8.250%
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$46.970
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0.000%
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$1,000.00
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$82.50
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$1,082.50
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0.850%
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8.250%
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$51.667
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10.000%
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$1,000.00
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$82.50
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$1,082.50
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10.850%
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8.250%
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$58.713
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25.000%
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$1,000.00
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$82.50
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$1,082.50
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25.850%
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8.250%
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$70.455
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50.000%
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$1,000.00
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$82.50
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$1,082.50
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50.850%
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8.250%
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$93.940
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100.000%
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$1,000.00
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$82.50
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$1,082.50
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100.850%
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8.250%
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(1) Based on the closing price
on the valuation date. If we elect to deliver any underlying shares as payment at maturity, you will receive such underlying shares
on the maturity date. Excludes final coupon payment.
(2) Includes hypothetical dividend
yield. The return on the securities will not reflect dividends.
The above table does not illustrate all possible variations in
what you will receive at maturity. The examples above are intended to illustrate how what you will receive at maturity will depend
on whether the closing price of the underlying shares on the valuation date is less than the downside threshold price and, if less,
by how much.
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
Citigroup Global Markets Holdings Inc.
|
Single Observation ELKS
®
Based on the Common Stock of American Airlines Group Inc. Due February 22, 2018
|
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and Citigroup Inc. may default on our obligations under the securities,
and are also subject to risks associated with 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
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 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.
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▪
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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 a downside event occurs, you will not receive
the stated principal amount of your securities at maturity and, instead, will receive underlying shares (or, in our sole discretion,
cash based on the value thereof) that will be worth less than 75.00% of the stated principal amount and may be worth nothing.
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▪
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The securities will be adversely affected by volatility in the price of the underlying shares.
The more volatile the
price of the underlying shares, the more likely it is that a downside event will occur and that you will not receive the full stated
principal amount of your securities at maturity. In general, the higher the coupon on the securities, the greater the expected
likelihood as of the pricing date that a downside event will occur and, as a result, that you will receive underlying shares at
maturity (or, in our sole discretion, cash based on the value thereof) worth less than the stated principal amount.
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▪
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The securities offer downside exposure, but no upside exposure, to the underlying shares.
You will not participate in
any appreciation in the price 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 the underlying shares over the term of
the securities.
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▪
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The occurrence of a downside event depends on the closing price of the underlying shares on a single day.
If the closing
price of the underlying shares on the valuation date is less than the downside threshold price, a downside event will occur and
you will not receive the full stated principal amount of your securities at maturity, even if the closing price is greater than
the downside threshold price on other dates during the term of the securities.
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▪
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You will have no rights and will not receive dividends with respect to the underlying shares unless and until you receive
underlying shares at maturity.
If any change to the underlying shares is proposed, such as an amendment to the underlying share
issuer’s certificate of incorporation, you will not have the right to vote on such change, but you will be subject to such
change in the event you receive underlying shares at maturity. Any such change may adversely affect the market price of the underlying
shares.
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▪
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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.
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▪
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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.
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▪
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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.
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Citigroup Global Markets Holdings Inc.
|
Single Observation ELKS
®
Based on the Common Stock of American Airlines Group Inc. Due February 22, 2018
|
|
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▪
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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 the underlying shares, the
dividend yield 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.
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▪
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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 we
will pay investors in the securities.
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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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▪
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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 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.
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▪
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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 dividend yield 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 price 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.
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▪
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Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on
any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment.
The amount
of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of
the Securities” in this pricing supplement.
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▪
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Our offering of the securities does not constitute a recommendation 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 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 activities of our affiliates
may affect the price of the underlying shares in a way that has a negative impact on your interests as a holder of the securities.
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▪
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The price 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
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Citigroup Global Markets Holdings Inc.
|
Single Observation ELKS
®
Based on the Common Stock of American Airlines Group Inc. Due February 22, 2018
|
|
to facilitate transactions on behalf
of customers. These activities could affect the price 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.
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▪
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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 the underlying share issuer, including
extending loans to, making equity investments in or providing advisory services to the underlying share issuer. In the course of
this business, we or our affiliates may acquire non-public information about the underlying share issuer, which we will not disclose
to you. Moreover, if any of our affiliates is or becomes a creditor of the underlying share issuer, they may exercise any remedies
against the underlying share issuer that are available to them without regard to your interests.
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▪
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Even if the 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 the underlying shares
unless the amount of the dividend per underlying share, together with any other dividends paid in the same fiscal quarter, exceeds
the dividend paid per underlying share in the most recent fiscal quarter by an amount equal to at least 10% of the closing price
of the underlying shares on the date of declaration of the dividend. Any dividend will reduce the closing price of the underlying
shares by the amount of the dividend per underlying share. If the underlying share issuer pays any dividend for which an adjustment
is not made under the terms of the securities, holders of the securities will be adversely affected. See “Description of
the Securities—Dilution and Reorganization Adjustments—Certain Extraordinary Cash Dividends” in the accompanying
product supplement.
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▪
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The securities will not be adjusted for all events that could affect the price 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 the underlying shares would not.
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▪
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If 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.
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▪
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The securities may become linked to shares of an issuer other than the original underlying share issuer upon the occurrence
of a reorganization event or upon the delisting of the underlying shares.
For example, if the underlying share issuer enters
into a merger agreement that provides for holders of the underlying shares to receive shares of another entity, the shares of such
other entity will become the underlying shares for all purposes of the securities upon consummation of the merger. Additionally,
if the 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 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.
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▪
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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 the underlying share issuer that may
require a dilution adjustment or the delisting of the 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.
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▪
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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.
|
Citigroup Global Markets Holdings Inc.
|
Single Observation ELKS
®
Based on the Common Stock of American Airlines Group Inc. Due February 22, 2018
|
|
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%.
In addition, Section 871(m) of the
Internal Revenue Code of 1986, as amended (the “Code”), imposes a withholding tax of up to 30% on “dividend equivalents”
paid or deemed paid to non-U.S. investors in respect of certain financial instruments linked to U.S. equities. In light of IRS
regulations providing a general exemption for financial instruments issued in 2017 that do not have a “delta” of one,
the securities should not be subject to withholding under Section 871(m). However, the IRS could challenge this conclusion.
If withholding applies to the securities,
we will not be required to pay any additional amounts with respect to amounts so withheld.
Information
About the Underlying Shares
American Airlines Group Inc. is a holding company whose primary
business activity is the operation of a major network carrier through its principal wholly owned mainline operating subsidiary,
American. The underlying shares are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Information provided to or filed with the SEC by the underlying share issuer pursuant to the Exchange Act can be located by reference
to the SEC file number 001-08400 through the SEC’s website at http://www.sec.gov. In addition, information regarding the
underlying share issuer may be obtained from other sources including, but not limited to, press releases, newspaper articles and
other publicly disseminated documents. The underlying shares trade on the NASDAQ Global Select Market under the ticker symbol “AAL.”
This pricing supplement relates only to the securities offered
hereby and does not relate to the underlying shares or other securities of the underlying share issuer. We have derived all disclosures
contained in this pricing supplement regarding the underlying shares and the underlying share issuer 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 the underlying
share issuer.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. The underlying share issuer 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 underlying shares.
Historical Information
The graph below shows the closing prices of the underlying shares
for each day such price was available from December 9, 2013 to February 16, 2017. The table that follows shows the high and low
closing prices of, and dividends paid on, the underlying shares for each quarter in that same period. The underlying shares began
trading on December 9, 2013 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 underlying shares 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 underlying shares
as an indication of future performance.
Citigroup Global Markets Holdings Inc.
|
Single Observation ELKS
®
Based on the Common Stock of American Airlines Group Inc. Due February 22, 2018
|
|
Common Stock of American Airlines Group Inc. – Historical Closing Prices
December 9, 2013 to February 16, 2017
|
|
* The red line indicates the downside threshold price of $35.228,
equal to 75.00% of the closing price on February 16, 2017.
Common Stock of American Airlines Group Inc.
|
High
|
Low
|
Dividends
|
2013
|
|
|
|
Fourth Quarter (beginning December 9, 2013)
|
$26.61
|
$24.60
|
$0.00000
|
2014
|
|
|
|
First Quarter
|
$39.02
|
$25.36
|
$0.00000
|
Second Quarter
|
$44.55
|
$33.37
|
$0.00000
|
Third Quarter
|
$43.86
|
$35.03
|
$0.10000
|
Fourth Quarter
|
$53.63
|
$28.58
|
$0.10000
|
2015
|
|
|
|
First Quarter
|
$55.76
|
$46.53
|
$0.10000
|
Second Quarter
|
$52.71
|
$39.48
|
$0.10000
|
Third Quarter
|
$43.99
|
$37.50
|
$0.10000
|
Fourth Quarter
|
$46.50
|
$38.13
|
$0.10000
|
2016
|
|
|
|
First Quarter
|
$43.47
|
$35.55
|
$0.10000
|
Second Quarter
|
$41.34
|
$25.27
|
$0.10000
|
Third Quarter
|
$39.35
|
$28.35
|
$0.10000
|
Fourth Quarter
|
$49.64
|
$37.38
|
$0.10000
|
2017
|
|
|
|
First Quarter (through February 16, 2017)
|
$49.59
|
$44.01
|
$0.00000
|
The closing price of the underlying shares on February 16, 2017
was $46.97.
On January 27, 2017, the underlying share issuer declared a cash
dividend of $0.10000 per share of common stock payable on February 27, 2017. We make no representation as to the amount of dividends,
if any, that may be paid on the underlying shares 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 underlying shares.
Citigroup Global Markets Holdings Inc.
|
Single Observation ELKS
®
Based on the Common Stock of American Airlines Group Inc. Due February 22, 2018
|
|
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 16.96% of each coupon payment as interest on the
Deposit and 83.04% 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.
Subject to the discussions below under “Possible Withholding
Under Section 871(m) of the Code” and 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.
Possible Withholding Under Section 871(m) of the Code.
As discussed under “United States Federal Tax Considerations – Tax Consequences to Non-U.S. Holders – Possible
Withholding Under Section 871(m) of the Code” 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 (a “Specified Security”). However, the regulations exempt financial instruments issued in 2017
that do not have a “delta” of one. Based on the terms of the securities and representations provided by us, our tax
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 Specified Securities 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. For example, if you enter into other transactions relating to the underlier, you could
be subject to withholding tax or income tax liability under Section 871(m) even if the securities are not Specified Securities
subject to Section 871(m) as a general matter. You should consult your tax adviser regarding the potential application of Section
871(m) to the securities.
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
Citigroup Global Markets Holdings Inc.
|
Single Observation ELKS
®
Based on the Common Stock of American Airlines Group Inc. Due February 22, 2018
|
|
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 $12.50 for each
$1,000 security sold in this offering (or up to $5.00 for each $1,000 security in the case of sales to fee-based advisory accounts).
The actual underwriting fee will be equal to $12.50 for each $1,000 security sold by CGMI directly to the public and will otherwise
be equal to the selling concession provided to selected dealers as described in this paragraph. From this underwriting fee, CGMI
will pay selected dealers not affiliated with CGMI a fixed selling concession of $12.50 for each $1,000 security they sell to accounts
other than fee-based advisory accounts. CGMI will pay selected dealers not affiliated with CGMI, which may include dealers acting
as custodians, a variable selling concession of up to $5.00 for each $1,000 security they sell to fee-based advisory accounts.
Certain broker-dealers affiliated with CGMI, including Citi International Financial Services, Citigroup Global Markets Singapore
Pte. Ltd. and Citigroup Global Markets Asia Limited, will receive a fixed selling concession, and financial advisers employed by
such affiliated broker-dealers will receive a fixed selling concession, of $12.50 for each $1,000 security they sell. CGMI will
pay the registered representatives of CGMI a fixed selling concession of $12.50 for each $1,000 security they sell directly to
the public.
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 price 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 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
Citigroup Global Markets Holdings Inc.
|
Single Observation ELKS
®
Based on the Common Stock of American Airlines Group Inc. Due February 22, 2018
|
|
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.
|
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.
Citigroup Global Markets Holdings Inc.
|
Single Observation ELKS
®
Based on the Common Stock of American Airlines Group Inc. Due February 22, 2018
|
|
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 October 14, 2016, which has
been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on October 14, 2016, that the indenture has been
duly authorized, executed and delivered by, and is a valid, binding and enforceable agreement of, the trustee and that none of
the terms of the 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.
Contact
Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.
ELKS
®
is a registered service mark of Citigroup
Global Markets Inc.
© 2017 Citigroup Global Markets Inc. All rights reserved.
Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout
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