Citigroup Inc.
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Trustee:
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The Bank of New York Mellon (as trustee under an indenture dated November 13, 2013) will serve as trustee for the notes.
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Use of proceeds and hedging:
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The net proceeds received from the sale of the notes will be
used for general corporate purposes and, in part, in connection with hedging our obligations under the notes through one or more
of our affiliates.
Hedging activities related to the notes by one or more of our
affiliates involved trading in one or more instruments, such as options, swaps and/or futures, and/or taking positions in any other
available securities or instruments that we may wish to use in connection with such hedging and may include adjustments to such
positions during the term of the notes. It is possible that our affiliates may profit from this hedging activity, even if the value
of the notes declines. Profit or loss from this hedging activity could affect the price at which Citigroup Inc.’s affiliate,
CGMI, may be willing to purchase your notes in the secondary market. For further information on our use of proceeds and hedging,
see “Use of Proceeds and Hedging” in the accompanying prospectus.
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ERISA and IRA purchase considerations:
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Please refer to “Benefit Plan Investor Considerations” in the accompanying prospectus supplement for important information for investors that are ERISA or other benefit plans or whose underlying assets include assets of such plans.
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Fees and selling concessions:
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CGMI, an affiliate of Citigroup Inc. and the underwriter of the
sale of the notes, is acting as principal and will receive an underwriting fee of up to $17.50 for each note sold in this offering
(or up to $5.00 for each note sold to fee-based advisory accounts). The actual underwriting fee will be equal to $17.50 for each
note 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. CGMI will pay selected dealers not affiliated with CGMI a selling concession of up to $17.50 for each
note 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 note they sell to fee-based advisory
accounts.
Additionally, it is possible that CGMI and its affiliates may
profit from hedging activity related to this offering, even if the value of the notes declines. You should refer to “Risk
Factors” above and the section “Use of Proceeds and Hedging” in the accompanying prospectus.
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Supplemental information regarding plan of distribution; conflicts of interest:
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The terms and conditions set forth in the Global Selling Agency
Agreement dated November 13, 2013 among Citigroup Inc. and the agents named therein, including CGMI, govern the sale and purchase
of the notes.
The notes will not be listed on any securities exchange.
In order to hedge its obligations under the notes, Citigroup
Inc. has entered into one or more swaps or other derivatives transactions with one or more of its affiliates. You should refer
to the section “General Information—Use of proceeds and hedging” in this pricing supplement and the section “Use
of Proceeds and Hedging” in the accompanying prospectus.
CGMI is an affiliate of Citigroup Inc. Accordingly, the offering
of the notes will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate
set forth in Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. Client accounts over which Citigroup
Inc., its subsidiaries or affiliates of its subsidiaries have investment discretion are not permitted to purchase the notes, either
directly or indirectly, without the prior written consent of the client. See “Plan of Distribution; Conflicts of Interest”
in the accompanying prospectus supplement for more information.
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Paying agent:
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Citibank, N.A. will serve as paying agent and registrar and will also hold the global security representing the notes as custodian for The Depository Trust Company (“DTC”).
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Contact:
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Clients may contact their local brokerage representative. Third party distributors may contact Citi Structured Investment Sales at (212) 723-7005.
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We encourage you to also read the accompanying prospectus
supplement and prospectus, which can be accessed via the hyperlink on the cover page of this pricing supplement.
Determination of Interest Payments
On each interest payment date, the amount of each interest payment
will equal (i) the stated principal amount of the notes multiplied by the interest rate in effect during the applicable interest
period
divided by
(ii) 2. If we call the notes for mandatory redemption on a
Citigroup Inc.
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Callable Step-Up Coupon Notes Due June 17, 2031
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redemption date that is not also an interest payment date, the
amount of interest included in the payment you receive upon redemption will equal (i) the stated principal amount of the notes
multiplied by
the interest rate in effect during the applicable interest period
divided by
(ii) 4.
Repayment Upon Death
The information in this section supersedes and replaces the information
in the section “Description of the Notes—Repayment Upon Death” in the accompanying prospectus supplement.
Following the death of any beneficial owner of the notes, Citigroup
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 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 Inc. on or after June 1, 2014
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 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 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
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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 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 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 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 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 Inc., in its sole discretion, and those determinations
will be final and binding on all parties.
Because the notes will be issued in book-entry form and held
of record by a nominee of The Depository Trust Company (“DTC”), DTC’s nominee will be the holder of the notes
and therefore will be the only entity that can exercise the right to repayment of the notes described in this section. To obtain
repayment pursuant to this section, the representative of the deceased beneficial owner must provide to the broker or other entity
through which the deceased beneficial owner holds an interest in the notes:
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the documents required to be submitted to the paying agent as described above; and
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instructions to the broker or other entity to notify DTC of the representative’s desire to obtain repayment pursuant
to this section.
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The broker or other entity must provide to the paying agent:
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the documents received from the representative referred to in the first bullet point of the preceding paragraph; and
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a certificate satisfactory to the paying agent from the broker or other entity stating that it represents the deceased beneficial
owner.
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The applicable broker or other entity will be responsible for
disbursing to the appropriate representative any payments it receives pursuant to this section. We will not provide notice of redemption
in the case of any repayment pursuant to this section.
Depending on market conditions, including changes in interest
rates and our creditworthiness, it is possible that the value of the notes in the secondary market at any time may be greater than
their stated principal amount plus any accrued and unpaid interest. Accordingly, prior to exercising the option to request repayment
described in this section, the representative of the deceased beneficial owner should contact the broker or other entity through
which the notes are held to determine whether a sale of the notes in the secondary market may result in greater proceeds than the
stated principal amount plus accrued and unpaid interest pursuant to a request for repayment under this section.
The representative of a deceased beneficial owner may obtain
more information from Citibank, N.A., the paying agent for the notes, by calling 1-800-422-2066 during normal business hours in
New York City.
Certain Selling Restrictions
Hong Kong Special Administrative Region
The contents of this pricing supplement
and the accompanying prospectus supplement and prospectus have not been reviewed by any regulatory authority in the Hong Kong Special
Administrative Region of the People’s Republic of China (“Hong Kong”). Investors are advised to exercise caution
in relation to the offer. If investors are in any doubt about any of the contents of this pricing supplement and the accompanying
prospectus supplement and prospectus, they should obtain independent professional advice.
The notes have not been offered or sold
and will not be offered or sold in Hong Kong by means of any document, other than
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(i)
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to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or
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(ii)
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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
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(iii)
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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
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There is no advertisement, invitation
or document relating to the notes 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 notes are
not insured by any governmental agency. These notes are not bank deposits and are not covered by the Hong Kong Deposit Protection
Scheme.
Singapore
This pricing supplement and the accompanying
prospectus supplement and prospectus have not been registered as a prospectus with the Monetary Authority of Singapore, and the
notes will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities
and Futures Act”). Accordingly, the notes 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 notes 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 notes
are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is:
Citigroup Inc.
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(a)
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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
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(b)
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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:
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(i)
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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
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(ii)
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where no consideration is or will be given for the transfer; or
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(iii)
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where the transfer is by operation of law; or
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(iv)
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pursuant to Section 276(7) of the Securities and Futures Act; or
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(v)
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as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
of Singapore.
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Any notes referred to herein may not
be registered with any regulator, regulatory body or similar organization or institution in any jurisdiction.
The notes 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 notes are not insured by any governmental
agency. These notes are not bank deposits. These notes 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.