|
The information in this preliminary
pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. This preliminary pricing supplement and the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to
buy these securities, in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY
2, 2016
|
|
Citigroup Global Markets Holdings Inc.
|
May
-----
,
2016
Medium-Term Senior
Notes, Series N
Pricing Supplement
No. 2016-USNCH0044
Filed Pursuant
to Rule 424(b)(2)
Registration Statement
Nos. 333-192302 and 333-192302-06
|
Barrier Digital Plus Securities Based on a Basket
of Three Equity Indexes Due December
-----
, 2019
Overview
|
|
▪
|
The securities offered by this pricing supplement are unsecured senior debt securities issued
by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities
do not pay interest and do not repay a fixed amount of principal at maturity. Instead, the securities offer a payment at maturity
that may be greater than, equal to or less than the stated principal amount, depending on the performance of a basket (the “basket”)
consisting of the S&P 500
®
Index, the EURO STOXX 50
®
Index and the Nikkei 225 Index (each, a
“basket component”), from the initial basket level to the final basket level.
|
|
|
▪
|
The securities offer modified exposure to the performance of the basket, with (i) a minimum positive
return at maturity if the level of the basket remains the same or appreciates at all from the initial basket level to the final
basket level, (ii) 1-to-1 participation in any appreciation of the basket in excess of the minimum positive return and (iii) contingent
repayment of the stated principal amount at maturity if, and only if, the basket does not depreciate by more than 20.00%. In exchange,
investors in the securities must be willing to forgo any dividends that may be paid on the stocks that constitute the basket components.
In addition, investors in the securities must be willing to accept full downside exposure to the basket if the basket depreciates
by more than 20.00%.
If the basket depreciates by more than 20.00% from the pricing date to the valuation date, you will lose
1% of the stated principal amount of your securities for every 1% by which the final basket level is less than the initial basket
level. There is no minimum payment at maturity.
|
|
|
▪
|
In order to obtain the modified exposure to the basket that the securities provide, investors
must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount
due under the securities if we and Citigroup Inc. default on our obligations.
All payments on the securities are subject to
the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
|
|
KEY TERMS
|
|
|
Issuer:
|
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
|
|
Guarantee:
|
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
|
|
Basket:
|
Basket Component
|
Weighting
|
Initial Component Level*
|
|
|
S&P 500
®
Index (ticker symbol: “SPX”)
|
33.34%
|
|
|
|
EURO STOXX 50
®
Index (ticker symbol: “SX5E”)
|
33.33%
|
|
|
|
Nikkei 225 Index (ticker symbol: “NKY”)
|
33.33%
|
|
|
|
* The initial component level for each basket component will be the closing level of that basket component on the pricing date
|
|
Aggregate stated principal amount:
|
$
|
|
Stated principal amount:
|
$1,000 per security
|
|
Pricing date:
|
May , 2016 (expected to be May 26, 2016)
|
|
Issue date:
|
June , 2016 (three business days after the pricing date)
|
|
Valuation date:
|
November , 2019 (expected to be November 26, 2019), subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur with respect to a basket component
|
|
Maturity date:
|
December , 2019 (expected to be December 2, 2019)
|
|
Payment at maturity:
|
For each $1,000 stated principal amount security you hold at maturity:
▪
If
the final basket level is
greater than or equal to
the initial basket level:
$1,000 + the greater of (i) the fixed return amount and (ii) $1,000 × the basket percent increase
▪
If
the final basket level is
less than
the initial basket level
but greater than or equal to
the barrier level: $1,000
▪
If
the final basket level is
less than
the barrier level: $1,000 × the basket performance factor
If the final basket level is less than the barrier level, your
payment at maturity will be less, and possibly significantly less, than $800.00 per security. You should not invest in the securities
unless you are willing and able to bear the risk of losing a significant portion of your investment.
|
|
Initial basket level:
|
100
|
|
Final basket level:
|
100 × [1 + (component return of SPX × 33.34%) + (component return of SX5E × 33.33%) + (component return of NKY × 33.33%)]
|
|
Component return:
|
For each basket component: (final component level – initial component level) / initial component level
|
|
Final component level:
|
For each basket component, its closing level on the valuation date
|
|
Fixed return amount:
|
$150.00 to $200.00 per security (15.00% to 20.00% of the stated principal amount), to be determined on the pricing date. You will receive the fixed return amount only if the final basket level is greater than or equal to the initial basket level.
|
|
Basket performance factor:
|
The final basket level
divided by
the initial basket level
|
|
Basket percent increase:
|
The final basket level
minus
the initial basket level,
divided by
the initial basket level
|
|
Barrier level:
|
80, 80.00% of the initial basket level
|
|
Listing:
|
The securities will not be listed on any securities exchange.
|
|
CUSIP / ISIN:
|
17324C3F1 / US17324C3F10
|
|
Underwriter:
|
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
|
|
Underwriting fee and issue price:
|
Issue price
(1)(2)
|
Underwriting fee
(3)
|
Proceeds to issuer
(3)
|
|
Per security:
|
$1,000.00
|
$22.50
|
$977.50
|
|
Total:
|
$
|
$
|
$
|
(1) Citigroup Global Markets Holdings Inc. currently expects that
the estimated value of the securities on the pricing date will be at least $900.00 per security, which will be less than the issue
price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internal funding rate.
It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which
CGMI or any other person may be willing to buy the securities from you at any time after issuance. See “Valuation of the
Securities” in this pricing supplement.
(2) The issue price for investors purchasing the securities in
fee-based advisory accounts will be $977.50 per security, assuming no custodial fee is charged by a selected dealer, and up to
$982.50 per security, assuming the maximum custodial fee is charged by a selected dealer. See “Supplemental Plan of Distribution”
in this pricing supplement.
(3) For more information on the distribution of the securities,
see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its
affiliates may profit from expected hedging activity related to this offering, even if the value of the securities declines. See
“Use of Proceeds and Hedging” in the accompanying prospectus.
Investing in the securities involves risks not associated
with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-4.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of the securities or determined that this
pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement together with the
accompanying product supplement, underlying supplement, prospectus supplement and prospectus, each of which can be accessed via
the following hyperlinks:
Product
Supplement No. EA-02-04 dated March 8, 2016
Underlying
Supplement No. 4 dated March 8, 2016
Prospectus
Supplement and Prospectus, each dated March 7, 2016
The securities 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.
|
|
Barrier Digital Plus Securities Based on a Basket of Three Equity Indexes Due December
-----
, 2019
|
|
|
Additional
Information
General.
The terms of the securities are set forth in
the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying
product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement.
For example, certain events may occur that could affect your payment at maturity. These events and their consequences are described
in the accompanying product supplement in the sections “Description of the Securities—Certain Additional Terms for
Securities Linked to an Underlying Index—Consequences of a Market Disruption Event; Postponement of a Valuation Date”
and “—Discontinuance or Material Modification of an Underlying Index,” and not in this pricing supplement. The
accompanying underlying supplement contains important disclosures regarding each of the basket components that are not repeated
in this pricing supplement. It is important that you read the accompanying product supplement, underlying supplement, prospectus
supplement and prospectus together with this pricing supplement before deciding whether to invest in the securities. Certain terms
used but not defined in this pricing supplement are defined in the accompanying product supplement.
Postponement of the valuation date.
If the valuation date
is postponed for a reason that affects one but not all of the basket components, the final basket level will be calculated based
on (i) for any unaffected basket component, its closing level on the originally scheduled valuation date and (ii) for any affected
basket component, its closing level on the valuation date as postponed (or, if earlier, the first scheduled trading day for that
basket component following the originally scheduled valuation date on which a market disruption event did not occur with respect
to that basket component).
Hypothetical
Examples
The diagram below illustrates your payment at maturity for a
range of hypothetical percentage changes from the initial basket level to the final basket level. The diagram and examples below
are based on a hypothetical fixed return at maturity of 15.00%, which is equivalent to a hypothetical fixed return amount of $150.00
per security. The actual fixed return amount will be determined on the pricing date.
Investors in the securities will not receive any dividends
that may be paid on the stocks that are included in any basket component. The diagram and examples below do not show any effect
of lost dividend yield over the term of the securities.
See “Summary Risk Factors—Investing in the securities is
not equivalent to investing in the basket components” below.
Barrier Digital Plus Securities
Payment at Maturity Diagram
|
|
|
n
The Securities
|
n
The Basket
|
|
Citigroup Global Markets Holdings Inc.
|
|
Barrier Digital Plus Securities Based on a Basket of Three Equity Indexes Due December
-----
, 2019
|
|
|
Your actual payment at maturity per security will depend on the
actual fixed return amount, which will be determined on the pricing date, and the actual final basket level, which will depend
on the actual closing level of each basket component on the valuation date. The examples below are intended to illustrate how your
payment at maturity will depend on whether the final basket level is greater than or less than the initial basket level and by
how much.
Hypothetical values in the examples have been rounded for ease
of analysis.
Example 1—Upside Scenario A.
The hypothetical final
basket level is 105.00 (an approximately 5.00% increase from the hypothetical initial basket level), which is
greater than
the hypothetical initial basket level by
less than
the hypothetical fixed return of 15.00%.
|
Basket Component
|
Hypothetical Initial Component Level
|
Hypothetical Final Component Level
|
Hypothetical Component Return
|
|
S&P 500
®
Index
|
2,100.00
|
2,205.00
|
5.00%
|
|
EURO STOXX 50
®
Index
|
3,100.00
|
2,945.00
|
-5.00%
|
|
Nikkei 225 Index
|
17,000.00
|
19,550.00
|
15.00%
|
|
Hypothetical Final Basket Level:
|
100.00 × [1 + (5.00% × 33.34%) + (-5.00% × 33.33%) + (15.00% × 33.33%)] = 105.00
|
Payment at maturity per security = $1,000 + the greater of (i)
the hypothetical fixed return amount and (ii) $1,000 × the basket percent increase
= $1,000 + the greater of (i) $150.00 and (ii) $1,000 ×
5.00%
= $1,000 + $150.00
= $1,150.00
Because the basket appreciated from the hypothetical initial
basket level to the hypothetical final basket level and the hypothetical fixed return amount is greater than the 5.00% return you
would have received based on the performance of the basket, your total return on the securities at maturity in this scenario would
equal the hypothetical fixed return of 15.00%.
Example 2—Upside Scenario B.
The hypothetical final
basket level is 125.00 (an approximately 25.00% increase from the hypothetical initial basket level), which is
greater than
the hypothetical initial basket level by
more than
the hypothetical fixed return of 15.00%.
|
Basket Component
|
Hypothetical Initial Component Level
|
Hypothetical Final Component Level
|
Hypothetical Component Return
|
|
S&P 500
®
Index
|
2,100.00
|
2,730.00
|
30.00%
|
|
EURO STOXX 50
®
Index
|
3,100.00
|
3,720.00
|
20.00%
|
|
Nikkei 225 Index
|
17,000.00
|
21,250.00
|
25.00%
|
|
Hypothetical Final Basket Level:
|
100.00 × [1 + (30.00% × 33.34%) + (20.00% × 33.33%) + (25.00% × 33.33%)] = 125.00
|
Payment at maturity per security = $1,000 + the greater of (i)
the hypothetical fixed return amount and (ii) $1,000 × the basket percent increase
= $1,000 + the greater of (i) $150.00 and (ii) $1,000 ×
25.00%
= $1,000 + $250.00
= $1,250.00
Because the basket appreciated from the hypothetical initial
basket level to the hypothetical final basket level and the 25.00% return based on the performance of the basket is greater than
the hypothetical fixed return amount, your total return on the securities at maturity in this scenario would reflect 1-to-1 exposure
to the positive performance of the basket.
Example 3—Par Scenario.
The hypothetical final basket
level is 95.00 (an approximately 5.00% decrease from the hypothetical initial basket level), which is
less than
the hypothetical
initial basket level but
greater than
the hypothetical barrier level.
|
Basket Component
|
Hypothetical Initial Component Level
|
Hypothetical Final Component Level
|
Hypothetical Component Return
|
|
S&P 500
®
Index
|
2,100.00
|
1,995.00
|
-5.00%
|
|
EURO STOXX 50
®
Index
|
3,100.00
|
3,565.00
|
15.00%
|
|
Nikkei 225 Index
|
17,000.00
|
12,750.00
|
-25.00%
|
|
Hypothetical Final Basket Level:
|
100.00 × [1 + (-5.00% × 33.34%) + (15.00% × 33.33%) + (-25.00% × 33.33%)] = 95.00
|
Payment at maturity per security = $1,000
Because the basket did not depreciate from the hypothetical initial
basket level to the hypothetical final basket level by more than 20.00%, your payment at maturity in this scenario would be equal
to the $1,000 stated principal amount per security.
|
Citigroup Global Markets Holdings Inc.
|
|
Barrier Digital Plus Securities Based on a Basket of Three Equity Indexes Due December
-----
, 2019
|
|
|
Example 4—Downside Scenario.
The hypothetical final
basket level is 30.00 (an approximately 70.00% decrease from the hypothetical initial basket level), which is
less than
the hypothetical barrier level.
|
Basket Component
|
Hypothetical Initial Component Level
|
Hypothetical Final Component Level
|
Hypothetical Component Return
|
|
S&P 500
®
Index
|
2,100.00
|
525.00
|
-75.00%
|
|
EURO STOXX 50
®
Index
|
3,100.00
|
620.00
|
-80.00%
|
|
Nikkei 225 Index
|
17,000.00
|
7,650.00
|
-55.00%
|
|
Hypothetical Final Basket Level:
|
100.00 × [1 + (-75.00% × 33.34%) + (-80.00% × 33.33%) + (-55.00% × 33.33%)] = 30.00
|
Payment at maturity per security = $1,000 × the basket
performance factor
= $1,000 × 30.00%
= $300.00
Because the basket depreciated from the hypothetical initial
basket level to the hypothetical final basket level by more than 20.00%, the contingent repayment of the stated principal amount
at maturity would not apply in this scenario and your payment at maturity would reflect 1-to-1 exposure to the negative performance
of the basket.
Summary Risk
Factors
An investment in the securities is significantly riskier than
an investment in conventional debt securities. The securities are subject to all of the risks associated with an investment in
our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our
obligations under the securities, and are also subject to risks associated with the basket components. Accordingly, the securities
are suitable only for investors who are capable of understanding the complexities and risks of the securities. You should consult
your own financial, tax and legal advisers as to the risks of an investment in the securities and the suitability of the securities
in light of your particular circumstances.
The following is a summary of certain key risk factors for investors
in the securities. You should read this summary together with the more detailed description of risks relating to an investment
in the securities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-6 in the
accompanying product supplement. You should also carefully read 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.
|
|
▪
|
You may lose some or all of your investment.
Unlike conventional debt securities, the securities do not repay a fixed
amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the basket. If the final basket
level is less than the barrier level, you will lose 1% of the stated principal amount of the securities for every 1% by which the
final basket level is less than the initial basket level. There is no minimum payment at maturity on the securities, and you may
lose up to all of your investment.
|
|
|
▪
|
The barrier feature of the securities exposes you to particular risks.
If the final basket level is less than the barrier
level, the contingent repayment of the stated principal amount at maturity will not apply and you will lose 1% of the stated principal
amount of the securities for every 1% by which the final basket level is less than the initial basket level. Therefore, the securities
offer no protection at all if the basket depreciates by more than 20.00%. As a result, you may lose your entire investment in the
securities.
|
|
|
▪
|
The securities do not pay interest.
Unlike conventional debt securities, the securities do not pay interest or any other
amounts prior to maturity. You should not invest in the securities if you seek current income during the term of the securities.
|
|
|
▪
|
Investing in the securities is not equivalent to investing in the basket components.
You will not have voting rights,
rights to receive dividends or other distributions or any other rights with respect to the stocks included in the basket components.
The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield, which could be substantial,
over the term of the securities.
|
|
|
▪
|
Your payment at maturity depends on the closing levels of the basket components on a single day.
Because your payment
at maturity depends solely on the closing levels of the basket components on the valuation date, you are subject to the risk that
the closing levels on that day may be lower, and possibly significantly lower, than on one or more other dates during the term
of the securities. If you had invested directly in the basket components, or if the payment at maturity were based on an average
of the closing levels of the basket components throughout the term of the securities, you might have achieved better returns.
|
|
|
▪
|
The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
If we default
on our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything
owed to you under the securities.
|
|
Citigroup Global Markets Holdings Inc.
|
|
Barrier Digital Plus Securities Based on a Basket of Three Equity Indexes Due December
-----
, 2019
|
|
|
|
|
▪
|
The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.
The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities.
CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the
securities on a daily basis. Any indicative bid price for the securities 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 securities 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 securities because it is likely that CGMI will be the only broker-dealer that is willing to buy your securities
prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity.
|
|
|
▪
|
The estimated value of the securities on the pricing date, based on CGMI’s proprietary pricing models and our internal
funding rate, will be less than the issue price.
The difference is attributable to certain costs associated with selling, structuring
and hedging the securities that are included in the issue price. These costs include (i) the selling concessions paid in connection
with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering
of the securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates
in connection with hedging our obligations under the securities. These costs adversely affect the economic terms of the securities
because, if they were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities
are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price
the securities. See “The estimated value of the securities would be lower if it were calculated based on our secondary market
rate” below.
|
|
|
▪
|
The estimated value of the securities was determined for us by our affiliate using proprietary pricing models.
CGMI
derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing
so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the basket components, the
correlation among the basket components, dividend yields on the stocks included in the basket components and interest rates. CGMI’s
views on these inputs may differ from your or others’ views, and as an underwriter in this offering, CGMI’s interests
may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection
of the value of the securities. Moreover, the estimated value of the securities set forth on the cover page of this pricing supplement
may differ from the value that we or our affiliates may determine for the securities for other purposes, including for accounting
purposes. You should not invest in the securities because of the estimated value of the securities. Instead, you should be willing
to hold the securities to maturity irrespective of the initial estimated value.
|
|
|
▪
|
The estimated value of the securities would be lower if it were calculated based on our secondary market rate.
The estimated
value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate
at which we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than
our secondary market rate, which is the rate that CGMI will use in determining the value of the securities for purposes of any
purchases of the securities from you in the secondary market. If the estimated value included in this pricing supplement were based
on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding
rate based on factors such as the costs associated with the securities, which are generally higher than the costs associated with
conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that we
will pay to investors in the securities, which do not bear interest.
|
Because there is not an active market
for traded instruments referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market
price of traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments
due on the securities, but subject to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate
is not a market-determined measure of our creditworthiness, but rather reflects the market’s perception of our parent company’s
creditworthiness as adjusted for discretionary factors such as CGMI’s preferences with respect to purchasing the securities
prior to maturity.
|
|
▪
|
The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be
willing to buy the securities from you in the secondary market.
Any such secondary market price will fluctuate over the term
of the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value
included in this pricing supplement, any value of the securities determined for purposes of a secondary market transaction will
be based on our secondary market rate, which will likely result in a lower value for the securities than if our internal funding
rate were used. In addition, any secondary market price for the securities will be reduced by a bid-ask spread, which may vary
depending on the aggregate stated principal amount of the securities to be purchased in the secondary market transaction, and the
expected cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the securities
will be less than the issue price.
|
|
|
▪
|
The value of the securities prior to maturity will fluctuate based on many unpredictable factors.
The value of your
securities prior to maturity will fluctuate based on the levels of the basket components and a number of other factors, including
the volatility of the basket components, the correlation among the basket components, the dividend yields on the stocks included
in the basket components, the volatility of the exchange rate between the U.S. dollar and each of the currencies in which the stocks
included in
|
|
Citigroup Global Markets Holdings Inc.
|
|
Barrier Digital Plus Securities Based on a Basket of Three Equity Indexes Due December
-----
, 2019
|
|
|
the EURO STOXX
®
50 Index and the Nikkei 225 Index trade, the correlation between those exchange rates and the level of the applicable basket component,
interest rates generally, the time remaining to maturity and our and Citigroup Inc.’s creditworthiness, as reflected in our
secondary market rate. Changes in the levels of the basket components may not result in a comparable change in the value of your
securities. You should understand that the value of your securities at any time prior to maturity may be significantly less than
the issue price.
|
|
▪
|
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 “Valuation of
the Securities” in this pricing supplement.
|
|
|
▪
|
The basket components may offset each other.
The performance of one basket component may not correlate with the performance
of the other basket components. If one of the basket components appreciates, the other basket components may not appreciate as
much or may even depreciate. In such event, the appreciation of one of the basket components may be moderated, wholly offset or
more than offset by lesser appreciation or by depreciation in the level of one or more of the other basket components.
|
|
|
▪
|
The
EURO STOXX 50
®
Index
is subject to risks associated with the Eurozone.
The companies whose stocks constitute the
EURO STOXX 50
®
Index
are leading companies in the
Eurozone. A number of countries in the Eurozone are undergoing a financial crisis affecting
their economies, their ability to meet their sovereign financial obligations and their
financial institutions. Countries in the Eurozone that are not currently experiencing
a financial crisis may do so in the future as a result of developments in other Eurozone
countries. The economic ramifications of this financial crisis, and its effects on the
companies that make up the
EURO STOXX 50
®
Index
,
are impossible to predict. This uncertainty may contribute to significant volatility
in the
EURO STOXX 50
®
Index
,
and adverse developments affecting the Eurozone may affect the
EURO STOXX 50
®
Index
in a way that adversely
affects the value of and return on the securities.
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The EURO STOXX 50
®
Index and the Nikkei 225 Index are subject to risks
associated with foreign equity securities.
Investments in securities linked to the value of foreign equity securities involve
risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental intervention
in those markets and cross-shareholdings in companies in certain countries. Also, there is generally less publicly available information
about foreign companies than about U.S. companies that are subject to the reporting requirements of the SEC, and foreign companies
are generally subject to accounting, auditing and financial reporting standards and requirements and securities trading rules that
are different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets may be affected
by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic
and fiscal policies and currency exchange laws.
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The
performance of the
EURO STOXX 50
®
Index and the Nikkei 225 Index
will
not be adjusted for changes in currency exchange rates.
The
EURO STOXX 50
®
Index
is composed of stocks traded in euro and
the Nikkei 225 Index is composed of stocks
traded in Japanese yen. The value of the euro and the yen
may
each be subject to a high degree of fluctuation relative to the U.S. dollar. However,
the performance of the
EURO STOXX 50
®
Index
and the Nikkei 225 Index and the value of your securities will not be adjusted for exchange
rate fluctuations. If the euro and/or the yen appreciates relative to the U.S. dollar
over the term of the securities, your return on the securities will underperform an alternative
investment that offers exposure to that appreciation in addition to the change in the
level of the
EURO STOXX 50
®
Index and the Nikkei 225 Index
.
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An investment in the securities is not a diversified investment.
The fact that the securities are linked to a basket
does not mean that the securities represent a diversified investment. First, although the basket components differ in important
respects, they each track the performance of equity markets, and each may perform poorly if there is a global downturn in equity
markets. Second, the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. No
amount of diversification that may be represented by the basket components will offset the risk that we and Citigroup Inc. may
default on our obligations.
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Our offering of the securities is not a recommendation of the basket or the basket components.
The fact that we are
offering the securities does not mean that we believe that investing in an instrument linked to the basket or any of the basket
components is likely to achieve favorable returns. In fact, as we are part of a global financial institution, our affiliates may
have positions (including short positions) in the stocks included in the basket components or in instruments related to the basket
components or such stocks over the term of the securities, and may publish research or express opinions, that in each case are
inconsistent with an investment linked to the basket components. These and other activities of our affiliates may affect the levels
of the basket components in a way that has a negative impact on your interests as a holder of the securities.
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The level of a basket component may be adversely affected by our or our affiliates’ hedging and other trading activities.
We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions directly
in the stocks included in the basket components and other financial instruments related to the basket components or the stocks
included in the basket components and may adjust such positions during the term of the securities. Our affiliates also trade the
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stocks included in the basket components
and other related financial instruments on a regular basis (taking long or short positions or both), for their accounts, for other
accounts under their management or to facilitate transactions on behalf of customers. These activities could affect the levels
of the basket components in a way that negatively affects the value of the securities. They could also result in substantial returns
for us or our affiliates while the value of the securities declines.
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We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business
activities.
Our affiliates may currently or from time to time engage in business with the companies included in the basket
components, including extending loans to, making equity investments in or providing advisory services to such companies. In the
course of this business, we or our affiliates may acquire non-public information which we will not disclose to you. Moreover, if
any of our affiliates is or becomes a creditor of any such company, they may exercise any remedies against such company that are
available to them without regard to your interests.
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The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities.
If certain events occur, such as market disruption events or the discontinuance of a basket component, CGMI, as calculation agent,
will be required to make discretionary judgments that could significantly affect your payment at maturity. In making these
judgments, the calculation agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the
securities.
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▪
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Changes that affect the basket components may affect the value of your securities.
The sponsors of the basket components
may add, delete or substitute the stocks that constitute the basket components or make other methodological changes that could
affect the levels of the basket components. Such changes could be made at any time and could adversely affect the performance of
the basket components and the value of and your payment at maturity on the securities.
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The U.S. federal tax consequences of an investment in the securities are unclear.
There is no direct legal authority
regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue
Service (the “IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the
IRS or a court might not agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful in
asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities might
be materially and adversely affected. As described below under “United States Federal Tax Considerations,” in 2007,
the U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income
tax treatment of “prepaid forward contracts” and similar instruments. Any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities,
including the character and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should
be subject to withholding tax, possibly with retroactive effect. You should read carefully the discussion under “United States
Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement
and “United States Federal Tax Considerations” in this pricing supplement. You should also consult your tax adviser
regarding the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction.
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Hypothetical Historical Information About the
Basket
Because the basket exists solely for purposes of these securities,
historical information on the performance of the basket does not exist for dates prior to the pricing date for these securities.
The graph below sets forth the hypothetical historical daily levels of the basket for the period from January 3, 2011 to April
28, 2016, assuming that the basket was created on January 3, 2011 with the same basket components and corresponding weights in
the basket and with a level of 100 on that date. The hypothetical performance of the basket is based on the actual closing levels
of the basket components on the applicable dates. We obtained these closing levels from Bloomberg L.P., without independent verification.
Any historical trend in the level of the basket during the period shown below is not an indication of the performance of the basket
during the term of the securities.
Hypothetical Historical Basket
January 3, 2011 to April 28, 2016
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Information
About the Basket Components
S&P 500
®
Index
The S&P 500
®
Index consists of 500 common
stocks selected to provide a performance benchmark for the large capitalization segment of the U.S. equity markets. It is calculated
and maintained by S&P Dow Jones Indices LLC. The S&P 500
®
Index is reported by Bloomberg L.P. under the
ticker symbol “SPX.”
“Standard & Poor’s,” “S&P”
and “S&P 500
®
” are trademarks of Standard & Poor’s Financial Services LLC and have been
licensed for use by Citigroup Inc. and its affiliates. For more information, see “Equity Index Descriptions—S&P
500
®
Index—License Agreement” in the accompanying underlying supplement. Please refer to the sections
“Risk Factors” and “Equity Index Descriptions—S&P 500
®
Index” in the accompanying
underlying supplement for important disclosures regarding the S&P 500
®
Index, including certain risks that are
associated with an investment linked to the S&P 500
®
Index.
Historical Information
The closing level of the S&P 500
®
Index on
April 28, 2016 was 2,075.81.
The graph below shows the closing levels of the S&P 500
®
Index for each day such level was available from January 3, 2011 to April 28, 2016. We obtained the closing levels from Bloomberg
L.P., without independent verification. You should not take the historical levels of the S&P 500
®
Index as an
indication of future performance.
S&P 500
®
Index – Historical Closing Levels
January 3, 2011 to April 28, 2016
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Citigroup Global Markets Holdings Inc.
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EURO STOXX 50
®
Index
The EURO STOXX 50
®
Index is composed of 50 component
stocks of market sector leaders from within the 19 EURO STOXX
®
Supersector indices, which represent the Eurozone
portion of the STOXX Europe 600
®
Supersector indices. The STOXX Europe 600
®
Supersector indices contain
the 600 largest stocks traded on the major exchanges of 18 European countries. The EURO STOXX 50
®
Index is reported
by Bloomberg L.P. under the ticker symbol “SX5E.”
STOXX Limited (“STOXX”) and its licensors and CGMI
have entered into a non-exclusive license agreement providing for the license to CGMI and its affiliates, in exchange for a fee,
of the right to use the EURO STOXX 50
®
Index, which is owned and published by STOXX, in connection with certain
financial instruments, including the securities. For more information, see “Equity Index Descriptions—EURO STOXX 50
®
Index—License Agreement with STOXX Limited” in the accompanying underlying supplement.
Please refer to the section “Equity Index Descriptions—EURO
STOXX 50
®
Index” in the accompanying underlying supplement for important disclosures regarding the EURO STOXX
50
®
Index.
Historical Information
The closing level of the EURO STOXX 50
®
Index
on April 28, 2016 was 3,125.43.
The graph below shows the closing levels of the EURO STOXX 50
®
Index for each day such level was available from January 3, 2011 to April 28, 2016. We obtained the closing levels from Bloomberg
L.P., without independent verification. You should not take the historical levels of the EURO STOXX 50
®
Index as
an indication of future performance.
EURO STOXX 50
®
Index – Historical Closing Levels
January 3, 2011 to April 28, 2016
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Citigroup Global Markets Holdings Inc.
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Nikkei 225 Index
The Nikkei 225 Index tracks the Tokyo Stock Exchange (the “TSE”)
and is widely used as a benchmark of the Japanese Stock Market. It is the average price of 225 stocks listed on the TSE First Section,
but it is different from a simple average in that the divisor is adjusted to maintain continuity and reduce the effect of external
factors not directly related to the market. The Nikkei 225 Index is calculated and maintained by Nikkei Inc. The Nikkei 225 Index
is reported by Bloomberg L.P. under the ticker symbol “NKY.”
“Nikkei,” “Nikkei Stock Average,” and
“Nikkei 225” are the service marks of Nikkei Inc. Citigroup Global Markets Inc. has entered into an agreement with
Nikkei Inc. that provides Citigroup Global Markets Inc. and certain of its affiliates or subsidiaries identified in that agreement
with a non-exclusive license and, for a fee, with the right to use the Nikkei 225 Index, which is owned and published by Nikkei
Inc. For more information, see “Equity Index Descriptions— Nikkei Stock Average —License Agreement with Nikkei
Inc. and Disclaimers” in the accompanying underlying supplement. Please refer to the section “Equity Index Descriptions—
Nikkei Stock Average” in the accompanying underlying supplement for important disclosures regarding the Nikkei 225 Index.
Historical Information
The closing level of the Nikkei 225 Index on April 28, 2016 was
16,666.05.
The graph below shows the closing levels of the Nikkei 225 Index
for each day such level was available from January 3, 2011 to April 28, 2016. We obtained the closing levels from Bloomberg L.P.,
without independent verification. You should not take the historical levels of the Nikkei 225 Index as an indication of future
performance.
Nikkei 225 Index – Historical Closing Levels
January 3, 2011 to April 28, 2016
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Citigroup Global Markets Holdings Inc.
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United States
Federal Tax Considerations
You should read carefully the discussion under “United
States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product
supplement and “Summary Risk Factors” in this pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP,
which is based on current market conditions, a security should be treated as a prepaid forward contract for U.S. federal income
tax purposes. By purchasing a security, you agree (in the absence of an administrative determination or judicial ruling to the
contrary) to this treatment. There is uncertainty regarding this treatment, and the IRS or a court might not agree with it.
Assuming this treatment of the securities is respected and subject
to the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following
U.S. federal income tax consequences should result under current law:
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You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or
exchange.
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Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to
the difference between the amount realized and your tax basis in the security. Such gain or loss should be long-term capital gain
or loss if you held the security for more than one year.
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Subject to the discussion in “United States Federal Tax
Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder (as defined in the accompanying product
supplement) of the securities, you generally should not be subject to U.S. federal withholding or income tax in respect of any
amount paid to you with respect to the securities, provided that (i) income in respect of the securities is not effectively connected
with your conduct of a trade or business in the United States, and (ii) you comply with the applicable certification requirements.
In 2007, the U.S. Treasury Department and the IRS released a
notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments.
The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment.
It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments;
whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded
status of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to
which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether
these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate
to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments
on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the securities, including the character
and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should be subject to withholding
tax, possibly with retroactive effect. If withholding tax applies to the securities, we will not be required to pay any additional
amounts with respect to amounts so withheld.
You should read the section entitled “United States
Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with
that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the securities.
You should also consult your tax adviser regarding all aspects
of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
Supplemental
Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc.
and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $22.50 for each
$1,000 security sold in this offering (or up to $5.00 per security in the case of sales to fee-based advisory accounts). The actual
underwriting fee will be equal to $22.50 for each $1,000 security 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 fixed selling concession of $22.50 for each security 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 $1,000 security they sell to fee-based advisory accounts. Broker-dealers affiliated with CGMI, including
Citi International Financial Services, Citigroup Global Markets Singapore Pte. Ltd. and Citigroup Global Markets Asia Limited,
will receive a fixed selling concession, and financial advisers employed by such affiliated broker-dealers will receive a fixed
selling concession, of $22.50 for each $1,000 security they sell. CGMI will pay the registered representatives of CGMI a fixed
selling concession of $22.50 for each $1,000 security they sell directly to the public.
CGMI is an affiliate of ours. Accordingly, this offering will
conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule
5121 of the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries have investment
discretion will not be permitted to purchase the securities, either directly or indirectly, without the prior written consent of
the client.
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Citigroup Global Markets Holdings Inc.
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See “Plan of Distribution; Conflicts of Interest”
in the accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement
and prospectus for additional information.
A portion of the net proceeds from the sale of the securities
will be used to hedge our obligations under the securities. We expect to hedge our obligations under the securities through CGMI
or other of our affiliates. CGMI or such other of our affiliates may profit from this expected hedging activity even if the value
of the securities declines. This hedging activity could affect the closing levels of the basket components and, therefore, the
value of and your return on the securities. For additional information on the ways in which our counterparties may hedge our obligations
under the securities, see “Use of Proceeds and Hedging” in the accompanying prospectus.
Valuation of
the Securities
CGMI calculated the estimated value of the securities set forth
on the cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated
an estimated value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate
the payout on the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative
instruments underlying the economic terms of the securities (the “derivative component”). CGMI calculated the estimated
value of the bond component using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the
derivative component based on a proprietary derivative-pricing model, which generated a theoretical price for the instruments that
constitute the derivative component based on various inputs, including the factors described under “Summary Risk Factors—The
value of the securities prior to maturity will fluctuate based on many unpredictable factors” in this pricing supplement,
but not including our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable or may be based on assumptions
made by CGMI in its discretionary judgment.
The estimated value of the securities is a function of the terms
of the securities and the inputs to CGMI’s proprietary pricing models. As of the date of this preliminary pricing supplement,
it is uncertain what the estimated value of the securities will be on the pricing date because certain terms of the securities
have not yet been fixed and because it is uncertain what the values of the inputs to CGMI’s proprietary pricing models will
be on the pricing date.
For a period of approximately three months following issuance
of the securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will
be indicated for the securities 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 securities. 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 securities
from investors at any time. See “Summary Risk Factors—The securities will not be listed on any securities exchange
and you may not be able to sell them prior to maturity.”
Certain Selling
Restrictions
Hong Kong Special Administrative Region
The contents of this pricing supplement and the accompanying
product supplement, underlying supplement, 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 product supplement, underlying supplement, prospectus supplement and prospectus, they should obtain independent
professional advice.
The securities 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 securities 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 securities are not insured by any
governmental agency. These securities are not bank deposits and are not covered by the Hong Kong Deposit Protection Scheme.
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Citigroup Global Markets Holdings Inc.
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Singapore
This pricing supplement and the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus have not been registered as a prospectus with the Monetary Authority
of Singapore, and the securities will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore
(the “Securities and Futures Act”). Accordingly, the securities 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 securities 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 securities are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person
which is:
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(a)
|
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)
|
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)
|
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)
|
where no consideration is or will be given for the transfer; or
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(iii)
|
where the transfer is by operation of law; or
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(iv)
|
pursuant to Section 276(7) of the Securities and Futures Act; or
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(v)
|
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 securities referred to herein may not be registered with
any regulator, regulatory body or similar organization or institution in any jurisdiction.
The securities 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 securities are not insured by any
governmental agency. These securities are not bank deposits. These securities 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.
Contact
Clients may contact their local brokerage representative.
© 2016 Citigroup Global Markets Inc. All rights reserved.
Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout
the world.
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