Citigroup Global Markets Holdings Inc. |
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distribution; conflicts of interest: |
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 “General Information—Use of proceeds and hedging” in this pricing supplement and the section
“Use of Proceeds and Hedging” in the accompanying prospectus.
For the portion of the notes for which Morgan Stanley & Co. LLC
(“MS”) acts as a selected dealer, CGMI will sell the notes to MS at the initial price to public set forth on the cover page
of this pricing supplement less a concession not in excess of 0.7% of the face amount.
See “Plan of Distribution; Conflicts of Interest” in
the accompanying prospectus supplement for more information. |
Paying agent: |
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”). |
Contact: |
Clients may contact their local brokerage representative. Third party distributors may contact Citi Structured Investment Sales at (212) 723-7005. |
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, multiplied by (ii) (180/360).
If we call the notes for mandatory redemption on a 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,
multiplied by (ii) (90/360).
Hypothetical Examples
The following examples
illustrate how the payments on the notes will be calculated with respect to various hypothetical interest payment dates and redemption
dates, depending on whether we exercise our right in our sole discretion to redeem the notes on a redemption date or, if we do not redeem
the notes prior to the maturity date, whether the interest payment date is the maturity date. The hypothetical payments in the following
examples are for illustrative purposes only, do not illustrate all possible payments on the notes and may not correspond to the actual
payment for any interest payment date applicable to a holder of the notes. The numbers appearing in the following examples have been rounded
for ease of analysis.
Example
1: The interest payment date is not a redemption date, or it is a redemption date but we choose not to exercise our right to redeem the
notes on that date.
In
this example, we would pay you an interest payment on the interest payment date per note calculated as follows:
($1,000
× 5.35%) × (180/360) = $26.75
Because
the notes are not redeemed on the interest payment date, the notes would remain outstanding and would continue to accrue interest.
Example
2: We elect to exercise our right to redeem the notes on the second redemption date, which is not an interest payment date.
In
this example, we would pay you on the second redemption date the stated principal amount of the notes plus an interest payment
per note calculated as follows:
($1,000
× 5.35%) × (90/360) = $13.375
Therefore,
you would receive a total of $1,013.375 per note (the stated principal amount plus $13.375 of interest) on the second redemption
date. Because the notes are redeemed on the second redemption date, you would not receive any further payments from us.
Example
3: The notes are not redeemed prior to the maturity date and the interest payment date is the maturity date.
In
this example, we would pay you on the maturity date, the stated principal amount of the notes plus an interest payment per note
calculated as follows:
($1,000
× 5.35%) × (180/360) = $26.75
Citigroup Global Markets Holdings Inc. |
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Therefore,
you would receive a total of $1,026.75 per note (the stated principal amount plus $26.75 of interest) on the maturity date, and
you will not receive any further payments from us.
Because we have
the right to redeem the notes prior to the maturity date, there is no assurance that the notes will remain outstanding until the maturity
date. You should expect the notes to remain outstanding after the first redemption date only if the interest rate payable on
the notes is unfavorable to you as compared to other market rates on comparable investments at that time.
Certain Selling Restrictions
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:
| a) | the expression “retail investor” means a person who is one (or more) of the following: |
| (i) | a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID
II”); or |
| (ii) | 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 |
| (iii) | not a qualified investor as defined in Directive 2003/71/EC; and |
| b) | 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. |