lose some or all of your investment. As a result, the value of the notes will be affected by changes in the market’s
view of the creditworthiness of Citigroup Global Markets Holdings Inc. or Citigroup Inc. Any decline, or anticipated decline, in
the credit ratings of either entity or any increase, or anticipated increase, in the credit spreads of either entity is likely
to adversely affect the value of the notes.
3-month U.S. dollar LIBOR is deemed
to be a “benchmark” and is the subject of ongoing national and international regulatory scrutiny and reform. Some of
these reforms are already effective, while others are still to be implemented or formulated. These reforms may cause 3-month U.S.
dollar LIBOR to perform differently than it performed in the past or to be discontinued entirely and may have other consequences
that cannot be predicted. Any such consequences could adversely affect the value of and return on any securities, such as the notes,
that refer, or are linked, to 3-month U.S. dollar LIBOR to calculate payments due on those debt securities.
Any of the international, national
or other proposals for reform or the general increased regulatory scrutiny of “benchmarks” could increase the costs
and risks of administering or otherwise participating in the setting of a “benchmark” and complying with any such regulations
or requirements. Such factors may have the effect of discouraging market participants from continuing to administer or contribute
to certain “benchmarks”, trigger changes in the rules or methodologies used in certain “benchmarks” or
lead to the discontinuance or unavailability of quotes of certain “benchmarks”, including 3-month U.S. dollar LIBOR.
If 3-month U.S. dollar LIBOR is
discontinued or is no longer quoted, an alternative rate will be substituted for 3-month U.S. dollar LIBOR as described in “Determination
of 3-month U.S. Dollar LIBOR” in this pricing supplement. The alternative rate may result in a return on the notes that is
lower than or that does not otherwise correlate over time with the return that would have been realized if 3-month U.S. dollar
LIBOR was available in its current form.
As described in detail in the section
“Determination of 3-month U.S. Dollar LIBOR” in this pricing supplement (the “benchmark transition provisions”),
if during the term of the notes, the issuer (or an affiliate) determines that a benchmark transition event and its related benchmark
replacement date have occurred with respect to 3-month U.S. dollar LIBOR, the issuer (or such affiliate) in its sole discretion
will select a benchmark replacement to be substituted for 3-month U.S. dollar LIBOR in accordance with the benchmark transition
provisions. The benchmark replacement will include a spread adjustment and technical, administrative or operational changes described
in the benchmark transition provisions may be made to the terms of the notes if the issuer (or such affiliate) determines in its
sole discretion they are required.
The interests of the issuer (or
its affiliate) in making the determinations described above may be adverse to your interests as a holder of the notes. The selection
of a benchmark replacement, and any decisions made by the issuer (or such affiliate) in connection with implementing a benchmark
replacement with respect to the notes, could adversely affect the return on and value of the notes. Further, there is no assurance
that the characteristics of any benchmark replacement will be similar to 3-month U.S. dollar LIBOR or that any benchmark replacement
will produce the economic equivalent of 3-month U.S. dollar LIBOR.
Under the benchmark transition provisions,
if a benchmark transition event and its related benchmark replacement date occur with respect to 3-month U.S. dollar LIBOR, then
an alternative rate based on SOFR (if it can be determined as of the benchmark replacement date, and assuming no interpolated benchmark
is available) will be substituted for 3-month U.S. dollar LIBOR for all purposes of the notes (unless a benchmark transition event
and its related benchmark replacement date also occur with respect to the benchmark replacements that are linked to SOFR, in which
case the next-available benchmark replacement will be used). In the following discussion of SOFR, when we refer to SOFR-linked
debt securities, we mean the notes at any time when the applicable benchmark replacement is based on SOFR.
The benchmark replacements specified
in the benchmark transition provisions include term SOFR, a forward-looking term rate which will be based on the secured overnight
financing rate. Term SOFR is currently being developed under the sponsorship of Federal Reserve Bank of New York (the “NY
Federal Reserve”), and there is no assurance that the development of term SOFR will be completed. If a benchmark transition
event and its related benchmark replacement date occur with respect to 3-month U.S. dollar LIBOR and, at that time, a form of term
SOFR has not been selected or recommended by the Federal Reserve Board, the NY Federal Reserve, a committee thereof or successor
thereto, then the next-available benchmark replacement under the benchmark transition provisions will be substituted for 3-month
U.S. dollar LIBOR for purposes of all subsequent determinations (unless a benchmark transition event and its related benchmark
replacement date occur with respect to that next-available benchmark replacement).
These replacement rates and adjustments
may be selected or formulated by (i) the relevant governmental body (such as the alternative reference rates committee of the NY
Federal Reserve), (ii) the International Swaps and Derivatives Association, Inc., or (iii) in certain circumstances, the issuer
(or one of its affiliates). In addition, the benchmark transition provisions expressly authorize the issuer (or one of its affiliates)
to make benchmark replacement conforming changes with respect to, among other things, the timing and frequency of determining rates
and making payments. The application of a benchmark replacement and benchmark replacement adjustment, and any implementation of
benchmark replacement conforming changes, could result in adverse consequences to the return on and value of the notes. Further,
there is no assurance that the characteristics of any benchmark replacement will be similar to the then-current benchmark that
it is replacing, or that any benchmark replacement will produce the economic equivalent of the then-current benchmark that it is
replacing.
The NY Federal Reserve began to
publish SOFR in April 2018. Although the NY Federal Reserve has also begun publishing historical indicative SOFR going back to
2014, such prepublication historical data inherently involves assumptions, estimates and approximations. You should not rely on
any historical changes or trends in SOFR as an indicator of the future performance of SOFR. Since the initial publication of SOFR,
daily changes in the rate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates. As
a result, the return on and value of SOFR-linked debt securities may fluctuate more than debt securities that are linked to less
volatile rates.
Also, since SOFR is a relatively
new market index, SOFR-linked debt securities likely will have no established trading market, and an established trading market
may never develop or may not be very liquid. Market terms for debt securities indexed to SOFR, such as the spread over SOFR, may
evolve over time, and trading prices of the notes may be lower than those of later-issued
SOFR-linked debt securities as a result.
Similarly, if SOFR does not prove to be widely used in securities like the notes, the trading price of the notes may be lower than
those of debt securities linked to rates that are more widely used. Debt securities indexed to SOFR may not be able to be sold
or may not be able to be sold at prices that will provide a yield comparable to similar investments that have a developed secondary
market, and may consequently suffer from increased pricing volatility and market risk.
The NY Federal Reserve notes on
its publication page for SOFR that use of SOFR is subject to important limitations, indemnification obligations and disclaimers,
including that the NY Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability
of SOFR at any time without notice. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a
manner that is materially adverse to you. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that
change or discontinuance may adversely affect the return on and value of the notes.
Citigroup Global Markets Holdings Inc.
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taxable year in which such security was purchased, have “passive
investment income” in excess of 25 percent of the gross receipts of such corporation for such preceding taxable year (the
“passive income test”). For purposes of the passive income test, where the issuing corporation is in control of one
or more corporations or such issuing corporation is controlled by one or more other corporations, all such corporations are treated
as one corporation (the “affiliated group”) when computing the amount of passive investment income under Section 1042.
Citigroup Global Markets Holdings Inc. believes that less than
25 percent of its affiliated group’s gross receipts was passive investment income for the taxable year ending December 31,
2018. In making this determination, we have made certain assumptions and used procedures which we believe are reasonable. Accordingly,
Citigroup Global Markets Holdings Inc., as issuer, is of the view that the notes should qualify as “qualified replacement
property.” Citigroup Global Markets Holdings Inc. cannot give any assurance as to whether its affiliated group will continue
to meet the passive income test. It is, in addition, possible that the Internal Revenue Service may disagree with the manner in
which Citigroup Global Markets Holdings Inc. has calculated the affiliated group’s gross receipts (including the characterization
thereof) and passive investment income and the conclusions reached herein.
The notes are securities with no established trading market. No assurance can be given as to whether
a trading market for the notes will develop or as to the liquidity of a trading market for the notes. The availability and liquidity
of a trading market for the notes will also be affected by the degree to which purchasers treat the notes as qualified replacement
property.
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Trustee:
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The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) 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 involves trading in one or more instruments, such as options, swaps and/or futures, based on 3-month U.S. dollar
LIBOR and/or taking positions in any other available securities or instruments that we may wish to use in connection with such
hedging. 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 Global Markets Holdings 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 Global Markets Holdings Inc.
and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of $10 for each note
sold in this offering. CGMI will pay selected dealers not affiliated with CGMI a selling concession of $10 for each note they sell.
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 Amended and Restated
Global Selling Agency Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., 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
Global Markets Holdings Inc. has entered into one or more swaps or other derivatives transactions with one or more of its affiliates.
You should refer to the sections “Risk Factors—Hedging and trading activity by us or our affiliates could result in
a conflict of interest,” and “General Information—Use of proceeds and hedging” in this pricing supplement
and the section “Use of Proceeds and Hedging” in the accompanying prospectus.
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CGMI is an affiliate of Citigroup Global Markets Holdings
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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Calculation agent:
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Citibank, N.A., an affiliate of Citigroup Global Markets Holdings Inc., will serve as calculation agent for the notes. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will, in the absence of manifest error, be conclusive for all purposes and binding on Citigroup Global Markets Holdings Inc., Citigroup Inc. and the holders of the notes. Citibank, N.A. is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable judgment.
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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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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 multiplied by (ii) the number of days in the applicable interest period divided by 360.
Determination of 3-month U.S. Dollar LIBOR
3-month U.S. dollar LIBOR is a daily reference rate fixed in
U.S. dollars based on the interest rates at which banks borrow funds from each other for a term of three months, in marketable
size, in the London interbank market. For each interest period, 3-month U.S. dollar LIBOR will equal the rate for 3-month U.S.
dollar LIBOR appearing on Reuters screen LIBOR01 at approximately 11:00 a.m. (London time) on the second London business day prior
to the first day of that interest period, which we refer to as an interest determination date. If Reuters screen LIBOR01 is replaced
by another page, or if Reuters is replaced by a successor service, then “Reuters screen LIBOR01” means the replacement
page or service selected to display the London interbank offered rates of major banks for U.S. dollars.
If 3-month U.S. dollar LIBOR cannot be determined on any day
on which 3-month U.S. dollar LIBOR is required as described above, then the calculation agent will determine 3-month U.S. dollar
LIBOR as follows:
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·
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The calculation agent (after consultation with us) will select four major banks in the London interbank market.
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·
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The calculation agent will request that the principal London offices of those four selected banks provide their offered quotations
to prime banks in the London interbank market at approximately 11:00 a.m., London time, on the relevant date. These quotations
shall be for deposits in U.S. dollars for the period of three months, commencing on the relevant date. Offered quotations must
be based on a principal amount equal to at least $1,000,000.
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(1)
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If two or more quotations are provided, 3-month U.S. dollar LIBOR for the interest period will be the arithmetic average of
those quotations.
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(2)
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If fewer than two quotations are provided, the calculation agent (after consultation with us) will select three major banks
in New York City and follow the steps in the two bullet points below.
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·
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The calculation agent will then determine 3-month U.S. dollar LIBOR for the interest period as the arithmetic average of rates
quoted by those three major banks in New York City to leading European banks at approximately 11:00 a.m., New York City time, on
the relevant date. The rates quoted will be for loans in U.S. dollars for the period of three months, commencing on the relevant
date. Rates quoted must be based on a principal amount of at least $1,000,000.
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·
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If fewer than three New York City banks selected by the calculation agent are quoting rates, 3-month U.S. dollar LIBOR for
the interest period will be the same as for the immediately preceding interest period.
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A “business day” means any London business day that
is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions are authorized or obligated
by law or executive order to close.
A “London business day” means any day on which dealings
in deposits in U.S. dollars are transacted in the London interbank market.
Citigroup Global Markets Holdings Inc.
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Notwithstanding the foregoing, if the
issuer (or one of its affiliates) determines on or prior to any date on which 3-month U.S. dollar LIBOR is required to be determined
under the terms of the notes that a benchmark transition event and its related benchmark replacement date (each, as defined below)
have occurred with respect to 3-month U.S. dollar LIBOR, then the provisions set forth below under “Effect of Benchmark Transition
Event”, which are referred to as the benchmark transition provisions, will thereafter apply to all determinations of 3-month
U.S. dollar LIBOR for purposes of the notes. In accordance with the benchmark transition provisions, after a benchmark transition
event and its related benchmark replacement date have occurred, the benchmark replacement (as defined below) will be substituted
for 3-month U.S. dollar LIBOR for all purposes of the notes.
Effect of Benchmark Transition
Event
Benchmark Replacement. If
the issuer (or one of its affiliates) determines that a benchmark transition event and its related benchmark replacement date have
occurred prior to the reference time in respect of any determination of the benchmark on any date, the benchmark replacement will
replace the then-current benchmark for all purposes relating to the notes in respect of such determination on such date and all
determinations on all subsequent dates.
Benchmark Replacement Conforming
Changes. In connection with the implementation of a benchmark replacement, the issuer (or one of its affiliates) will have
the right to make benchmark replacement conforming changes from time to time.
Decisions and Determinations.
Any determination, decision or election that may be made by the issuer (or one of its affiliates) pursuant to the benchmark transition
provisions described herein, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive
and binding absent manifest error, will be made in the issuer’s (or such affiliate’s) sole discretion, and, notwithstanding
anything to the contrary in the documentation relating to the notes, shall become effective without consent from the holders of
the notes or any other party.
Certain Defined Terms. As used in this
section:
“Benchmark” means, initially,
3-month U.S. dollar LIBOR; provided that if a benchmark transition event and its related benchmark replacement date have
occurred with respect to 3-month U.S. dollar LIBOR or the then-current benchmark, then “benchmark” means the applicable
benchmark replacement.
“Benchmark replacement”
means the interpolated benchmark with respect to the then-current benchmark, plus the benchmark replacement adjustment for such
benchmark; provided that if the issuer (or one of its affiliates) cannot determine the interpolated benchmark as of the
benchmark replacement date, then “benchmark replacement” means the first alternative set forth in the order below that
can be determined by the issuer (or such affiliate) as of the benchmark replacement date:
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(1)
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the sum of: (a) term SOFR and (b) the benchmark replacement adjustment;
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(2)
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the sum of: (a) compounded SOFR and (b) the benchmark replacement adjustment;
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(3)
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the sum of: (a) the alternate rate of interest that has been selected or recommended by the
relevant governmental body as the replacement for the then-current benchmark for the applicable corresponding tenor and (b) the
benchmark replacement adjustment;
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(4)
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the sum of: (a) the ISDA fallback rate and (b) the benchmark replacement adjustment;
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(5)
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the sum of: (a) the alternate rate of interest that has been selected by the issuer (or one of
its affiliates) as the replacement for the then-current benchmark for the applicable corresponding tenor giving due consideration
to any industry-accepted rate of interest as a replacement for the then-current benchmark for U.S. dollar-denominated floating
rate notes at such time and (b) the benchmark replacement adjustment.
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“Benchmark replacement adjustment”
means the first alternative set forth in the order below that can be determined by the issuer (or one of its affiliates) as of
the benchmark replacement date:
(1) the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) that has been selected or recommended by the relevant governmental body for the applicable unadjusted benchmark replacement;
(2) if
the applicable unadjusted benchmark replacement is equivalent to the ISDA fallback rate, then the ISDA fallback adjustment;
(3) the
spread adjustment (which may be a positive or negative value or zero) that has been selected by the issuer (or one of its affiliates)
giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of the then-current benchmark with the applicable unadjusted benchmark
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replacement for U.S. dollar-denominated
floating rate notes at such time.
“Benchmark replacement conforming
changes” means, with respect to any benchmark replacement, any technical, administrative or operational changes (including
changes to the timing and frequency of determining rates and making payments, rounding of amounts or tenors, and other administrative
matters) that the issuer (or one of its affiliates) decides may be appropriate to reflect the adoption of such benchmark replacement
in a manner substantially consistent with market practice (or, if the issuer (or such affiliate) decides that adoption of any portion
of such market practice is not administratively feasible or if the issuer (or such affiliate) determines that no market practice
for use of the benchmark replacement exists, in such other manner as the issuer (or such affiliate) determines is reasonably necessary).
“Benchmark replacement date”
means the earliest to occur of the following events with respect to the then-current benchmark:
(1) in
the case of clause (1) or (2) of the definition of “benchmark transition event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of the benchmark permanently
or indefinitely ceases to provide the benchmark; or
(2) in
the case of clause (3) of the definition of “benchmark transition event,” the date of the public statement or publication
of information referenced therein.
For the avoidance of doubt, if the
event giving rise to the benchmark replacement date occurs on the same day as, but earlier than, the reference time in respect
of any determination, the benchmark replacement date will be deemed to have occurred prior to the reference time for such determination.
“Benchmark transition event”
means the occurrence of one or more of the following events with respect to the then-current benchmark:
(1) a
public statement or publication of information by or on behalf of the administrator of the benchmark announcing that such administrator
has ceased or will cease to provide the benchmark, permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the benchmark;
(2) a
public statement or publication of information by the regulatory supervisor for the administrator of the benchmark, the central
bank for the currency of the benchmark, an insolvency official with jurisdiction over the administrator for the benchmark, a resolution
authority with jurisdiction over the administrator for the benchmark or a court or an entity with similar insolvency or resolution
authority over the administrator for the benchmark, which states that the administrator of the benchmark has ceased or will cease
to provide the benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide the benchmark; or
(3) a
public statement or publication of information by the regulatory supervisor for the administrator of the benchmark announcing that
the benchmark is no longer representative.
“Compounded SOFR” means
the compounded average of SOFRs for the applicable corresponding tenor, with the rate, or methodology for this rate, and conventions
for this rate being established by the issuer (or one of its affiliates) in accordance with:
(1) the rate, or methodology for
this rate, and conventions for this rate selected or recommended by the relevant governmental body for determining compounded SOFR;
provided that:
(2) if, and to the extent that,
the issuer (or one of its affiliates) determines that compounded SOFR cannot be determined in accordance with the previous clause,
then the rate, or methodology for this rate, and conventions for this rate that have been selected by the issuer (or one of its
affiliates) giving due consideration to any industry-accepted market practice for U.S. dollar-denominated floating rate notes at
such time.
For the avoidance
of doubt, the calculation of compounded SOFR shall exclude the benchmark replacement adjustment.
“Corresponding tenor” with
respect to a benchmark replacement means a tenor (including overnight) having approximately the same length (disregarding business
day adjustment) as the applicable tenor for the then-current benchmark.
“NY Federal Reserve’s
website” means the website of the NY Federal Reserve at http://www.newyorkfed.org,
or any successor source.
“Interpolated benchmark”
with respect to the benchmark means the rate determined for the corresponding tenor by interpolating on a linear basis between:
(1) the benchmark for the longest period (for which the benchmark is available) that is shorter than the corresponding tenor and
(2) the benchmark for the shortest period (for which the benchmark is available) that is longer than the corresponding tenor. For
purposes of this definition, the term benchmark shall refer to the applicable rate without regard to tenor (e.g., where the benchmark
is 3-month U.S. dollar LIBOR, the term “benchmark” for purposes of this definition shall refer only to U.S. dollar
LIBOR without any reference to the 3-month tenor).
Citigroup Global Markets Holdings Inc.
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Floating Rate Notes Due November 19, 2059
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“ISDA definitions” means
the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended
or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA fallback adjustment”
means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing
the ISDA definitions to be determined upon the occurrence of an index cessation event with respect to the benchmark for the applicable
tenor.
“ISDA fallback rate”
means the rate that would apply for derivatives transactions referencing the ISDA definitions to be effective upon the occurrence
of an index cessation date with respect to the benchmark for the applicable tenor excluding the applicable ISDA fallback adjustment.
“Reference time” with respect
to any determination of the benchmark means (1) if the benchmark is 3-month U.S. dollar LIBOR, 11:00 a.m. (London time) on the
date of such determination, and (2) if the benchmark is not 3-month U.S. dollar LIBOR, the time determined by the issuer (or its
affiliate) in accordance with the benchmark replacement conforming changes.
“Relevant governmental body”
means the Federal Reserve Board and/or the NY Federal Reserve, or a committee officially endorsed or convened by the Federal Reserve
Board and/or the NY Federal Reserve or any successor thereto.
“SOFR” with respect to
any day means the secured overnight financing rate published for such day by the NY Federal Reserve, as the administrator of the
benchmark, (or a successor administrator) on the NY Federal Reserve’s website.
“Term SOFR” means the forward-looking
term rate for the applicable corresponding tenor based on SOFR that has been selected or recommended by the relevant governmental
body.
“Unadjusted benchmark replacement”
means the benchmark replacement excluding the benchmark replacement adjustment.
Citigroup Global Markets Holdings Inc.
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Floating Rate Notes Due November 19, 2059
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Historical Information on 3-month U.S. Dollar
LIBOR
3-month U.S. dollar LIBOR was 1.90413% on November 14, 2019.
The graph below shows the published daily rate for 3-month U.S.
dollar LIBOR for each day it was available from January 2, 2008 to November 14, 2019. We obtained the values below from Bloomberg
L.P., without independent verification. The values below do not reflect the spread that will be deducted from 3-month U.S. dollar
LIBOR in determining the rate at which interest is paid on the notes. You should not take the historical performance of 3-month
U.S. dollar LIBOR as an indication of future performance.
Historical 3-Month
U.S. Dollar LIBOR
January 2, 2008
to November 14, 2019
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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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Citigroup Global Markets Holdings Inc.
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Floating Rate Notes Due November 19, 2059
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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:
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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.
Prohibition of Sales to EEA Retail Investors
The notes may not be offered, sold or otherwise made available
to any retail investor in the European Economic Area. For the purposes of this provision:
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(a)
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the expression “retail investor” means a person who is one (or more) of the following:
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(i)
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a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or
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(ii)
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a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or
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Citigroup Global Markets Holdings Inc.
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Floating Rate Notes Due November 19, 2059
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(iii)
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not a qualified investor as defined in Directive 2003/71/EC; and
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(b)
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the expression “offer” includes the communication in any form and by any means of sufficient information on the
terms of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the notes.
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