Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
November 29 2022 - 4:10PM
Edgar (US Regulatory)
Citigroup Global Markets Holdings Inc. |
November 28, 2022
Medium-Term Senior Notes, Series
N
Pricing Supplement No. 2022-USNCH15040
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-255302
and 333-255302-03
|
Callable Fixed Rate Notes Due November 30, 2024
| · | The notes mature on the maturity date specified below. We have the right to call the notes for mandatory redemption prior
to maturity on a periodic basis on the redemption dates specified below. Unless previously redeemed, the notes pay interest
periodically at the fixed per annum rate indicated below. |
| · | The notes are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. All payments
on the notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. |
| · | It is important for you to consider the information contained in this pricing supplement together with the information contained
in the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the extent inconsistent
with replaces, the description of the general terms of the notes set forth in the accompanying prospectus supplement and prospectus. |
KEY TERMS |
Issuer: |
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. |
Guarantee: |
All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc. |
Stated principal amount: |
$1,000 per note |
Pricing date: |
November 28, 2022 |
Original issue date: |
November 30, 2022 |
Maturity date: |
November 30, 2024. If the maturity date is not a business day, then the payment required to be made on the maturity date will be made on the next succeeding business day with the same force and effect as if it had been made on the maturity date. No additional interest will accrue as a result of delayed payment. |
Payment at maturity: |
$1,000 per note plus any accrued and unpaid interest |
Interest rate per annum: |
From and including the original issue date to but excluding the maturity date, unless previously redeemed by us: 5.30% |
Interest period: |
The period from and including the original issue date to but excluding the immediately following interest payment date, and each successive period from and including an interest payment date to but excluding the next interest payment date. |
Interest payment dates: |
Semi-annually on the 30th day of each May and November of each year, commencing May 30, 2023, provided that if any such day is not a business day, the applicable interest payment will be made on the next succeeding business day. No additional interest will accrue on that succeeding business day. Interest will be payable to the persons in whose names the notes are registered at the close of business on the business day preceding each interest payment date, which we refer to as a regular record date, except that the interest payment due at maturity or upon earlier redemption will be paid to the persons who hold the notes on the maturity date or earlier date of redemption, as applicable. |
Day count convention: |
30/360 Unadjusted. See “Determination of Interest Payments” in this pricing supplement. |
Redemption: |
Beginning on November 30, 2023, we have the right to call the notes
for mandatory redemption, in whole and not in part, on any redemption date and pay to you 100% of the principal amount of the notes plus
accrued and unpaid interest to but excluding the date of such redemption. If we decide to redeem the notes, we will give you notice at
least five business days before the redemption date specified in the notice.
So long as the notes are represented by global securities and are held
on behalf of The Depository Trust Company (“DTC”), redemption notices and other notices will be given by delivery to DTC.
If the notes are no longer represented by global securities and are not held on behalf of DTC, redemption notices and other notices will
be published in a leading daily newspaper in New York City, which is expected to be The Wall Street Journal.
|
Redemption dates: |
The last day of each February and the 30th day of each May, August and November, beginning in November 2023, provided that if any such day is not a business day, the applicable redemption date will be the next succeeding business day. No additional interest will accrue as a result of such delay in payment. |
Business day: |
Any 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 |
Business day convention: |
Following |
CUSIP / ISIN: |
17330YPJ3 / US17330YPJ37 |
Listing: |
The notes will not be listed on any securities exchange. |
Underwriter: |
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal. See “General Information—Supplemental information regarding plan of distribution; conflicts of interest” in this pricing supplement. |
Underwriting fee and issue price: |
Issue price(1) |
Underwriting fee(2) |
Proceeds to issuer |
Per note: |
$1,000.00 |
$5.30 |
$994.70 |
Total: |
$8,001,000.00 |
$42,405.30 |
$7,958,594.70 |
(1) The issue price for eligible institutional investors and investors
purchasing the notes in fee-based advisory accounts will vary based on then-current market conditions and the negotiated price determined
at the time of each sale; provided, however, that the issue price for such investors will not be less than $994.70 per note and
will not be more than $1,000 per note. The issue price for such investors reflects a forgone selling concession or underwriting
fee with respect to such sales as described in footnote (2) below. See “General Information—Fees and selling concessions”
in this pricing supplement.
(2) CGMI will receive an underwriting fee of up to $5.30 per note, and
from such underwriting fee will allow selected dealers a selling concession of up to $5.30 per note depending on market conditions that
are relevant to the value of the notes at the time an order to purchase the notes is submitted to CGMI. Dealers who purchase
the notes for sales to eligible institutional investors and/or to investors purchasing the notes in fee-based advisory accounts may forgo
some or all selling concessions, and CGMI may forgo some or all of the underwriting fee for sales it makes to eligible institutional investors
and/or to investors purchasing the notes in fee-based advisory accounts. The per note underwriting fee in the table above represents
the maximum underwriting fee payable per note. The total underwriting fee and proceeds to issuer in the table above give effect
to the actual total proceeds to issuer. You should refer to “Risk Factors” and “General Information—Fees and selling
concessions” in this pricing supplement for more information. In addition to the underwriting fee, CGMI and its affiliates may profit
from hedging activity related to this offering, even if the value of the notes declines. See “Use of Proceeds and Hedging”
in the accompanying prospectus.
Investing in the notes involves risks not associated with an investment
in conventional fixed rate debt securities. See “Risk Factors” beginning on page PS-2.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or determined that this pricing supplement and the accompanying prospectus supplement
and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement together
with the accompanying prospectus supplement and prospectus, each of which can be accessed via the following hyperlink:
Prospectus Supplement and Prospectus each dated May 11, 2021
The notes are not bank deposits and are not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or
guaranteed by, a bank.
Citigroup Global Markets Holdings Inc. |
|
Risk
Factors
The following
is a non-exhaustive list of certain key risk factors for investors in the notes. You should read the risk factors below together with
the risk factors included in the accompanying prospectus supplement and in the documents incorporated by reference in the accompanying
prospectus, including Citigroup Inc.’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q,
which describe risks relating to the business of Citigroup Inc. more generally. We also urge you to consult your investment, legal, tax,
accounting and other advisors in connection with your investment in the notes.
| § | The
notes may be redeemed at our option, which limits your ability to accrue interest over the full term of the notes. We may redeem
the notes, in whole but not in part, on any redemption date, upon not less than five business days’ notice. In the event that we
redeem the notes, you will receive the principal amount of the notes and any accrued and unpaid interest to but excluding the applicable
redemption date. In this case, you will not have the opportunity to continue to accrue and be paid interest to the maturity date of the
notes. |
| § | Market
interest rates at a particular time will affect our decision to redeem the notes. It is more likely that we will call the notes for
redemption prior to their maturity date at a time when the interest rate on the notes is greater than that which we would pay on a comparable
debt security of ours (guaranteed by Citigroup Inc.) with a maturity comparable to the remaining term of the notes. Consequently, if
we redeem the notes prior to their maturity, you may not be able to invest in other securities with a similar level of risk that yield
as much interest as the notes. |
| § | The
notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and any actual or perceived changes
to the creditworthiness of either entity may adversely affect the value of the notes. You are subject to the credit risk of Citigroup
Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global Markets Holdings Inc. defaults on its obligations under the notes
and Citigroup Inc. defaults on its guarantee obligations, your investment would be at risk and you could 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. |
| § | The
notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The notes will not be
listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. CGMI currently intends to make
a secondary market in relation to the notes and to provide an indicative bid price for the notes on a daily basis. Any indicative bid
price for the notes provided by CGMI will be determined in CGMI’s sole discretion, taking into account prevailing market conditions
and other relevant factors, and will not be a representation by CGMI that the notes can be sold at that price or at all. CGMI may suspend
or terminate making a market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends or
terminates making a market, there may be no secondary market at all for the notes because it is likely that CGMI will be the only broker-dealer
that is willing to buy your notes prior to maturity. Accordingly, an investor must be prepared to hold the notes until maturity. |
| § | Immediately
following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage account statements
prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The amount of this temporary upward adjustment will
steadily decline to zero over the temporary adjustment period. See “General Information—Temporary adjustment period”
in this pricing supplement. |
| § | Secondary
market sales of the notes may result in a loss of principal. You will be entitled to receive at least the full stated principal amount
of your notes, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., only if you hold the notes to
maturity or redemption. If you are able to sell your notes in the secondary market prior to maturity or redemption, you are likely to
receive less than the stated principal amount of the notes. |
| § | The
inclusion of underwriting fees and projected profit from hedging in the issue price is likely to adversely affect secondary market prices.
Assuming no changes in market conditions or other relevant factors, the price, if any, at which CGMI may be willing to purchase the
notes in secondary market transactions will likely be lower than the issue price since the issue price of the notes includes, and secondary
market prices are likely to exclude, any underwriting fees paid with respect to the notes, as well as the cost of hedging our obligations
under the notes. The cost of hedging includes the projected profit that our affiliates may realize in consideration for assuming the
risks inherent in managing the hedging transactions. The secondary market prices for the notes are also likely to be reduced by the costs
of unwinding the related hedging transactions. Our affiliates may realize a profit from the hedging activity even if the value of the
notes declines. In addition, any secondary market prices for the notes may differ from values determined by pricing models used by CGMI,
as a result of dealer discounts, mark-ups or other transaction costs. |
| § | The
price at which you may be able to sell your notes prior to maturity will depend on a number of factors and may be substantially less
than the amount you originally invest. A number of factors will influence the value of the notes in any secondary market that may
develop and the price at which CGMI may be willing to purchase the notes in any such secondary market, including: interest rates in the
market and the volatility of such rates, the time remaining to maturity of the notes, hedging activities by our affiliates, any fees
and projected hedging fees and profits, expectations about whether we are likely to redeem the notes and any actual or anticipated changes
in the credit ratings, financial condition and results of either Citigroup Global Markets Holdings Inc. or Citigroup Inc. The value of
the notes will vary and is likely to be less than the issue price at any time prior to maturity or redemption, and sale of the notes
prior to maturity or redemption may result in a loss. |
Citigroup Global Markets Holdings Inc. |
|
General Information |
Temporary adjustment period: |
For a period of approximately three 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 three-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors at any time. See “Risk Factors—The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity.” |
U.S. federal income tax considerations: |
The notes will be treated for U.S. federal income tax purposes as fixed
rate debt instruments that are issued without original issue discount.
Both U.S. and non-U.S. persons considering an investment in the notes
should read the discussion under “United States Federal Tax Considerations” in the accompanying prospectus supplement for
more information regarding the U.S. federal income tax consequences of an investment in the notes.
|
Trustee: |
The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will serve as trustee for the notes. |
Use of proceeds and hedging: |
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 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.
|
ERISA and IRA purchase considerations: |
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. |
Fees and selling concessions: |
The issue price is $1,000 per note; provided that the issue price
for an eligible institutional investor or an investor purchasing the notes in a fee-based advisory account will vary based on then-current
market conditions and the negotiated price determined at the time of each sale. The issue price for such investors will not be less than
$994.70 per note and will not be more than $1,000 per note. The issue price for such investors reflects a forgone selling concession with
respect to such sales as described in the next paragraph.
CGMI, an affiliate of Citigroup Global Markets Holdings Inc., is the
underwriter of the sale of the notes and is acting as principal. CGMI may resell the notes to other securities dealers at the
issue price of $1,000 per note less a selling concession not in excess of the underwriting fee. CGMI will receive an underwriting fee
of up to $5.30 per note, and from such underwriting fee will allow selected dealers a selling concession of up to $5.30 per note depending
on market conditions that are relevant to the value of the notes at the time an order to purchase the notes is submitted to CGMI. Dealers
who purchase the notes for sales to eligible institutional investors and/or to investors purchasing the notes in fee-based advisory accounts
may forgo some or all selling concessions, and CGMI may forgo some or all of the underwriting fee for sales to it makes to eligible institutional
investors and/or to investors purchasing the notes in fee-based advisory accounts.
|
Supplemental information regarding plan of |
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.
|
Citigroup Global Markets Holdings Inc. |
|
distribution; conflicts of interest: |
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 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 portion of notes where 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 0.70% 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
× 5.30%) × (180/360) = $26.50
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
× 5.30%) × (90/360) = $13.25
Therefore,
you would receive a total of $1,013.25 per note (the stated principal amount plus $13.25 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
× 5.30%) × (180/360) = $26.50
Citigroup Global Markets Holdings Inc. |
|
Therefore,
you would receive a total of $1,026.50 per note (the stated principal amount plus $26.50 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. |
Validity
of the Notes
In the opinion
of Davis Polk & Wardwell LLP, as special products counsel to Citigroup Global Markets Holdings Inc., when the notes offered by this
pricing supplement have been executed and issued by Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant
to the indenture, and delivered against payment therefor, such notes and the related guarantee of Citigroup Inc. will be valid and binding
obligations of Citigroup Global Markets Holdings Inc. and Citigroup Inc., respectively, enforceable in accordance with their respective
terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of
bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar
provision of applicable law on the conclusions expressed above. This opinion is given as of the date of this pricing supplement and is
limited to the laws of the State of New York, except that such counsel expresses no opinion as to the application of state securities
or Blue Sky laws to the notes.
In giving
this opinion, Davis Polk & Wardwell LLP has assumed the legal conclusions expressed in the opinions set forth below of Alexia Breuvart,
Secretary and General Counsel of Citigroup Global Markets Holdings Inc., and Barbara Politi, Associate General Counsel—Capital
Markets of Citigroup Inc. In addition, this opinion is subject to the assumptions set forth in the letter of Davis Polk &
Wardwell LLP dated May 11, 2021, which has been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on May 11,
2021, that the indenture has been duly authorized, executed and delivered by, and is a valid, binding and enforceable agreement of, the
trustee and that none of the terms of the notes nor the issuance and delivery of the notes and the related guarantee, nor the compliance
by Citigroup Global Markets Holdings Inc. and Citigroup Inc. with the terms of the notes and the related guarantee respectively, will
result in a violation of any provision of any instrument or agreement then binding upon Citigroup Global Markets Holdings Inc. or Citigroup
Inc., as applicable, or any restriction imposed by any court or governmental body having jurisdiction over Citigroup Global Markets Holdings
Inc. or Citigroup Inc., as applicable.
In the opinion
of Alexia Breuvart, Secretary and General Counsel of Citigroup Global Markets Holdings Inc., (i) the terms of the notes offered by this
pricing supplement have been duly established under the indenture and the Board of Directors (or a duly authorized committee thereof)
of Citigroup Global Markets Holdings Inc. has duly authorized the issuance and sale of such notes and such authorization has not been
modified or rescinded; (ii) Citigroup Global Markets Holdings Inc. is validly existing and in good standing under the laws of the State
of New York; (iii) the indenture has been duly authorized, executed and delivered by Citigroup Global Markets Holdings Inc.; and (iv)
the execution and delivery of such indenture and of the notes offered by this pricing supplement by Citigroup Global Markets Holdings
Inc., and the performance by Citigroup Global Markets Holdings Inc. of its obligations thereunder, are within its corporate powers and
do not contravene its certificate of incorporation or bylaws or other constitutive documents. This opinion is given as of the date of
this pricing supplement and is limited to the laws of the State of New York.
Alexia Breuvart,
or other internal attorneys with whom she has consulted, has examined and is familiar with originals, or copies certified or otherwise
identified to her satisfaction, of such corporate records of Citigroup Global Markets Holdings Inc., certificates or documents as she
has deemed appropriate as a basis for the opinions expressed above. In such examination, she or such persons has assumed the legal capacity
of all natural persons, the genuineness of all signatures (other than those of officers of Citigroup Global Markets Holdings Inc.), the
authenticity of all documents submitted to her or such persons as originals, the conformity to original documents of all documents submitted
to her or such persons as certified or photostatic copies and the authenticity of the originals of such copies.
Citigroup Global Markets Holdings Inc. |
|
In the opinion
of Barbara Politi, Associate General Counsel—Capital Markets of Citigroup Inc., (i) the Board of Directors (or a duly authorized
committee thereof) of Citigroup Inc. has duly authorized the guarantee of such notes by Citigroup Inc. and such authorization has not
been modified or rescinded; (ii) Citigroup Inc. is validly existing and in good standing under the laws of the State of Delaware; (iii)
the indenture has been duly authorized, executed and delivered by Citigroup Inc.; and (iv) the execution and delivery of such indenture,
and the performance by Citigroup Inc. of its obligations thereunder, are within its corporate powers and do not contravene its certificate
of incorporation or bylaws or other constitutive documents. This opinion is given as of the date of this pricing supplement
and is limited to the General Corporation Law of the State of Delaware.
Barbara Politi,
or other internal attorneys with whom she has consulted, has examined and is familiar with originals, or copies certified or otherwise
identified to her satisfaction, of such corporate records of Citigroup Inc., certificates or documents as she has deemed appropriate
as a basis for the opinions expressed above. In such examination, she or such persons has assumed the legal capacity of all natural persons,
the genuineness of all signatures (other than those of officers of Citigroup Inc.), the authenticity of all documents submitted to her
or such persons as originals, the conformity to original documents of all documents submitted to her or such persons as certified or
photostatic copies and the authenticity of the originals of such copies.
Additional
Information
We reserve
the right to withdraw, cancel or modify any offering of the notes and to reject orders in whole or in part prior to their issuance.
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