The notes are senior unsecured debt securities of Citigroup
Global Markets Holdings Inc. and are guaranteed by Citigroup Inc.
All payments due on the notes are subject to the credit risk
of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global Markets Holdings Inc. and Citigroup Inc. default
on their payment obligations, you could lose some or all of your investment.
(1) For more information on the distribution of the notes,
see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and
its affiliates may profit from expected hedging activity related to the notes, even if the value of the notes declines. See “Use
of Proceeds and Hedging” in the accompanying prospectus.
Supplemental Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc.
and the lead agent for the sale of the notes, will purchase all of the notes offered by this pricing supplement at the issue price
set forth on the cover page of this pricing supplement less the underwriting fee set forth on the cover page of this pricing supplement
and will sell all of such notes to Incapital LLC, as agent for the sale of the notes, at the same price. Incapital LLC will, in
turn, offer the notes to the public at the issue price set forth on the cover page of this pricing supplement and/or to selected
dealers at the issue price less a selling concession equal to the underwriting fee set forth on the cover page of this pricing
supplement. If all of the notes are not sold at the initial issue price, CGMI may change the issue price and other selling terms.
CGMI is an affiliate of ours. Accordingly, this offering will
conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule
5121 of the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries have investment
discretion will not be permitted to purchase the notes, either directly or indirectly, without the prior written consent of the
client.
See “Plan of Distribution” in each of the accompanying
prospectus supplement and prospectus for additional information.
In order to hedge its obligations under the notes, Citigroup
Global Markets Holdings Inc. expects to enter into one or more swaps or other derivatives transactions with one or more of its
affiliates. You should refer to the section “Risk Factors Relating to the Notes—The inclusion of underwriting fees
and projected profit from hedging in the issue price is likely to adversely affect secondary market prices” in this pricing
supplement and the section “Use of Proceeds and Hedging” in the accompanying prospectus.
For a period of approximately six months following issuance of
the notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated
for the notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through
one or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise
be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its
affiliates over the term of the notes. The amount of this temporary upward adjustment will decline to zero on a straight-line basis
over the six-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors at any time. See
“Risk Factors Relating to the Notes—The notes will not be listed on any securities exchange and you may not be able
to sell the notes prior to maturity.”
Additional Terms of the Notes
The section “Description of Debt Securities—Covenants—Limitations
on Mergers and Sales of Assets” in the accompanying prospectus shall be amended to read in its entirety as follows:
Citigroup Global Markets Holdings Inc.
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Fixed Rate Notes
3.25% Notes Due 2027
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The indenture provides that neither Citigroup Global Markets
Holdings nor Citigroup will merge or consolidate with another entity or sell other than for cash or lease all or substantially
all its assets to another entity, except, in the case of Citigroup, if such lease or sale is to one or more of its Subsidiaries,
unless:
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either (1) the Citi entity is the continuing entity, or (2) the successor
entity, if other than the Citi entity, is a U.S. corporation, partnership or trust and expressly assumes by supplemental indenture
the obligations of the Citi entity evidenced by the securities issued pursuant to the indenture; and
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immediately after the transaction, there would not be any default in
the performance of any covenant or condition of the indenture (
Sections 5.05 and 16.05
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Other than the restrictions described above, the indenture does
not contain any covenants or provisions that would protect holders of the debt securities in the event of a highly leveraged transaction.
Repayment Upon Death
Following the death of any beneficial owner of the notes, Citigroup
Global Markets Holdings Inc. will repay any notes (or the applicable portion of any notes) that are beneficially owned by the deceased
beneficial owner and are validly tendered for repayment at a price equal to the stated principal amount of the notes tendered plus
accrued and unpaid interest to but excluding the date of repayment. To be validly tendered, notes must be submitted for repayment
in accordance with the requirements set forth below by a representative of the deceased beneficial owner who has authority to act
on behalf of the deceased beneficial owner under the laws of the appropriate jurisdiction (including, without limitation, the personal
representative, executor, surviving joint tenant or surviving tenant by the entirety of the deceased beneficial owner). The right
of the representative of a deceased beneficial owner to request repayment under this section, which we refer to as the “survivor’s
option,” is subject to the following important limitations:
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The notes tendered for repayment must have been beneficially owned
by the deceased beneficial owner or his or her estate for at least one year prior to the submission of the request for repayment.
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Citigroup Global Markets Holdings Inc.’s repayment obligation
with respect to all Survivor’s Option Notes (including but not limited to the notes offered by this pricing supplement) in
any calendar year will be subject to an aggregate limit (the “Aggregate Annual Limit”) equal to the greater of (i)
$2 million and (ii) 1% of the aggregate outstanding stated principal amount of all Survivor’s Option Notes as of the end
of the most recent calendar year. The Aggregate Annual Limit applies to all Survivor’s Option Notes as a group. “Survivor’s
Option Notes” are notes issued by Citigroup Global Markets Holdings Inc. on or after March 8, 2016 that are designated as
Survivor’s Option Notes in the applicable pricing supplement. The notes offered by this pricing supplement are Survivor’s
Option Notes.
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Citigroup Global Markets Holdings Inc. will not be obligated to repay
more than $250,000 in stated principal amount of the notes offered by this pricing supplement to the representative of any individual
deceased beneficial owner in any calendar year (the “$250,000 Individual Annual Limit”). For the avoidance of doubt,
the $250,000 Individual Annual Limit applies only to the notes offered by this pricing supplement. Any other Survivor’s Option
Notes owned by a deceased beneficial owner of the notes offered by this pricing supplement would not count against the $250,000
Individual Annual Limit applicable to the notes offered by this pricing supplement.
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The stated principal amount of notes tendered for repayment must be
$1,000 or an integral multiple of $1,000.
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Notes that are validly tendered pursuant to this section will
be accepted promptly in the order all such notes are tendered, except for any notes the acceptance of which would contravene the
limitations described above. The Aggregate Annual Limit and the $250,000 Individual Annual Limit will be applied to the notes (and,
in the case of the Aggregate Annual Limit, all other Survivor’s Option Notes) in the order tendered, so that all validly
tendered notes will be accepted for repayment in the order tendered until the relevant limit is reached, and any additional or
subsequently tendered notes will not be accepted for repayment in the current calendar year. Any notes tendered for repayment that
are not accepted in any calendar year due to the application of the Aggregate Annual Limit or the $250,000 Individual Annual Limit
will be deemed to be tendered in the following calendar year (and succeeding calendar years if any notes continue not to be accepted
in the following calendar year due to the application of these limits) in the order in which such notes were originally tendered.
Because of the limits described above, your representative
may not be able to obtain repayment of any of the notes beneficially owned by you following your death, or may only be able to
obtain repayment of a portion of the notes owned by you, and any such repayment may be delayed for multiple years.
The following
illustrate some of the potential effects of these limitations:
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If you have beneficially owned the notes for less than one year at
the date of your death, your representative will not be entitled to request repayment under this section until one year after the
date you acquired your beneficial ownership.
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All Survivor’s Option Notes, including but not limited to the
notes, are grouped together for purposes of applying the Aggregate Annual Limit, which in any calendar year is equal to the greater
of (i) $2 million and (ii) 1% of the aggregate outstanding stated principal amount of all Survivor’s Option Notes as of the
end of the most recent calendar year. Because it is not possible to predict the aggregate amount of Survivor’s Option Notes
that will be outstanding as of the end of any future calendar year, you should assume that the Aggregate Annual Limit may be as
low as $2 million. Repayment requests submitted with respect to all Survivor’s Option Notes, and not just the notes offered
by this pricing supplement, will count against the Aggregate Annual Limit. Even if no repayment requests are submitted with respect
to any of the notes offered by this pricing supplement, the Aggregate Annual Limit may be reached as a result of repayment
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Citigroup Global Markets Holdings Inc.
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Fixed Rate Notes
3.25% Notes Due 2027
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requests
submitted with respect to other Survivor’s Option Notes. If the Aggregate Annual Limit is reached in any calendar year prior
to the time when your representative submits a request for repayment of notes beneficially owned by you, your representative will
not be able to obtain repayment of those notes in that calendar year. If prior repayment requests significantly exceed the Aggregate
Annual Limit, the excess of those prior repayment requests may be carried forward for multiple years, so that it may be a long
period of time before your representative would be entitled to any repayment. Representatives who submit prior repayment requests
will be entitled to repayment in full before your representative would be entitled to any repayment.
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Even if the Aggregate Annual Limit is not reached before your representative
submits a repayment request, your representative will be limited in each calendar year by the $250,000 Individual Annual Limit.
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If any notes that are validly tendered for repayment pursuant
to this section are not accepted, the paying agent will deliver to any affected representative a notice that states the reasons
the notes have not been accepted for repayment. The notice will be sent by first-class mail to the broker or other entity through
which the deceased beneficial owner’s interests in the notes are held.
The death of a person holding a beneficial ownership interest
in any notes as a joint tenant with right of survivorship or tenant by the entirety with another person, or as a tenant in common
with the deceased beneficial owner’s spouse, will be deemed the death of a beneficial owner of those notes, and the entire
stated principal amount of the notes so held, plus accrued and unpaid interest to but excluding the date of repayment, will be
subject to repayment pursuant to this section. However, the death of a person holding a beneficial ownership interest in any notes
as tenant in common with a person other than such deceased beneficial owner’s spouse will be deemed the death of a beneficial
owner only with respect to such deceased beneficial owner’s interest in the notes, and only a pro rata portion of those notes
corresponding to such deceased beneficial owner’s interest will be subject to repayment pursuant to this section.
The death of a person who, during his or her lifetime, was entitled
to substantially all of the beneficial ownership interests in any notes (including the right to sell, transfer or otherwise dispose
of an interest in the notes, the right to receive the proceeds from the notes and the right to receive principal and interest)
will be deemed the death of the beneficial owner of those notes for purposes of this section, regardless of whether that deceased
beneficial owner was the registered holder of those notes, if entitlement to those interests can be established to the satisfaction
of Citigroup Global Markets Holdings Inc. and the paying agent. Such beneficial ownership interest will be deemed to exist in typical
cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property
or other joint ownership arrangements between spouses. In addition, a beneficial ownership interest will be deemed to exist in
custodial and trust arrangements where one person has all of the beneficial ownership interests in the applicable notes during
his or her lifetime.
Any notes accepted for repayment pursuant to this section will
be repaid on the first June 15 or December 15 that occurs 35 or more calendar days after the date of such acceptance (such date,
a “repayment date”). If that date is not a business day, payment will be made on the next succeeding business day.
Any repayment request may be withdrawn by the representative presenting the request upon delivery of a written request for withdrawal
to the paying agent not less than 30 calendar days before the repayment date. If the notes cease to be outstanding on or prior
to the applicable repayment date, no repayment will be made pursuant to this section on that repayment date.
Subject to the foregoing, in order for a right to repayment under
this section to be validly exercised, the paying agent must receive:
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a written request for repayment signed by the representative, and the
representative’s signature must be guaranteed by a member firm of a registered national securities exchange or of the Financial
Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States;
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appropriate evidence satisfactory to Citigroup Global Markets Holdings
Inc. and the paying agent that (i) the representative has authority to act on behalf of the deceased beneficial owner; (ii) the
death of such beneficial owner has occurred; (iii) the deceased was the beneficial owner of the notes at the time of death; and
(iv) the deceased acquired his or her beneficial ownership interest in the notes at least one year prior to the date of submission
of the repayment request;
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if the notes are held by a nominee of the deceased beneficial owner,
a certificate satisfactory to Citigroup Global Markets Holdings Inc. and the paying agent from that nominee attesting to the beneficial
ownership of the notes; and
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any additional information Citigroup Global Markets Holdings Inc. or
the paying agent reasonably requires to evidence satisfaction of any conditions to the exercise of the right of repayment under
this section or to document beneficial ownership or authority to make the election and to cause the repayment of the notes.
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All questions as to the eligibility or validity of any exercise
of the right to repayment under this section will be determined by Citigroup Global Markets Holdings Inc., in its sole discretion,
and those determinations will be final and binding on all parties.
Because the notes will be issued in book-entry form and held
of record by a nominee of The Depository Trust Company (“DTC”), DTC’s nominee will be the holder of the notes
and therefore will be the only entity that can exercise the right to repayment of the notes described in this section. To obtain
repayment pursuant to this section, the representative of the deceased beneficial owner must provide to the broker or other entity
through which the deceased beneficial owner holds an interest in the notes:
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the documents required to be submitted to the paying agent as described
above; and
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Citigroup Global Markets Holdings Inc.
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Fixed Rate Notes
3.25% Notes Due 2027
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instructions to the broker or other entity to notify DTC of the representative’s
desire to obtain repayment pursuant to this section.
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The broker or other entity must provide to the paying agent:
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the documents received from the representative referred to in the first
bullet point of the preceding paragraph; and
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a certificate satisfactory to the paying agent from the broker or other
entity stating that it represents the deceased beneficial owner.
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The applicable broker or other entity will be responsible for
disbursing to the appropriate representative any payments it receives pursuant to this section. We will not provide notice of redemption
in the case of any repayment pursuant to this section.
Depending on market conditions, including changes in interest
rates and our creditworthiness, it is possible that the value of the notes in the secondary market at any time may be greater than
their stated principal amount plus any accrued and unpaid interest. Accordingly, prior to exercising the option to request repayment
described in this section, the representative of the deceased beneficial owner should contact the broker or other entity through
which the notes are held to determine whether a sale of the notes in the secondary market may result in greater proceeds than the
stated principal amount plus accrued and unpaid interest pursuant to a request for repayment under this section.
The representative of a deceased beneficial owner may obtain
more information from Citibank, N.A., the paying agent for the notes, by calling 1-800-422-2066 during normal business hours in
New York City.
© 2017 Citigroup Global Markets Inc. All rights reserved.
Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout
the world.