|
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 MARCH 27, 2017
|
|
Citigroup Global Markets Holdings Inc.
|
April
----
,
2017
Medium-Term
Senior Notes, Series N
Pricing
Supplement No. 2017—USNCH0463
Filed
Pursuant to Rule 424(b)(2)
Registration
Statement Nos. 333-214120 and 333-214120-03
|
Market-Linked Notes Based on a Basket of Three
Underliers Due October
-----
, 2022
|
|
§
|
The notes offered by this
pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup
Inc. The notes offer a semi-annual coupon at a rate of 0.75% per annum and the potential for an additional positive return at
maturity based on the average basket return percentage of a basket (the “basket”) consisting of the S&P 500
®
Index , the EURO STOXX 50
®
Index and shares of the iShares
®
iBoxx
®
$ High Yield
Corporate Bond ETF (each, a “basket component”), measured as described below. If the average basket return percentage
is positive, you will receive a positive return at maturity equal to 100% to 110% (to be determined on the pricing date) of that
average basket return percentage in addition to the final coupon payment. However, if the average basket return percentage is
negative or zero, your total return on the notes will be limited to the sum of the coupon payments paid over the term of the notes.
Even if the average basket return percentage is positive, so that you do receive a positive return at maturity in addition to
the final coupon payment, there is no assurance that your total return at maturity on the notes will compensate you for the effects
of inflation or be as great as the yield you could have achieved on a conventional debt security of ours of comparable maturity.
|
|
|
§
|
The average basket return
percentage is the average of the percentage changes in the closing level of the basket from the pricing date to each quarterly
valuation date occurring over the term of the notes. You should understand that the return on the notes may be significantly lower
than the actual return on the basket, as measured from the pricing date to the final valuation date, because of the manner in
which the average basket return percentage is calculated. In addition, as an investor in the notes, you must be willing to forgo
any dividends paid on the stocks included in the S&P 500
®
Index or the EURO STOXX 50
®
Index
and any distributions of interest payments on the bonds held by the iShares
®
iBoxx
®
$ High Yield
Corporate Bond ETF over the term of the notes.
|
|
|
§
|
In order to obtain the modified
exposure to the basket that the notes 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 notes if we and Citigroup Inc. default on our obligations.
All payments on the notes 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 notes are fully and unconditionally guaranteed by Citigroup
Inc.
|
|
Basket:
|
Basket Component
|
Weighting
|
Initial Component Value*
|
Multiplier**
|
|
|
S&P 500
®
Index (ticker symbol: “SPX”)
|
33.34%
|
|
|
|
|
EURO STOXX 50
®
Index (ticker symbol: “SX5E”)
|
33.33%
|
|
|
|
|
Shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF (ticker symbol: “HYG”)
|
33.33%
|
|
|
|
|
* The initial component
value for each basket component will be the closing level or closing price, as applicable, of that basket component on
the pricing date
** The multiplier for each
basket component will be determined as follows: (initial basket level × weighting) / initial component value.
|
|
Aggregate stated principal amount:
|
$
|
|
Stated principal amount:
|
$1,000 per note
|
|
Pricing date:
|
April , 2017 (expected to be April 25, 2017)
|
|
Issue date:
|
April , 2017 (three business days after the pricing date)
|
|
Valuation dates:
|
The day of each January, April, July and October
(expected to be the 25th day of each January, April, July and October) during the term of the notes, beginning July 2017,
each 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:
|
October , 2022 (expected to be October 28, 2022)
|
|
Coupon payment dates:
|
The day of each April and October (expected
to be the 28th day of each April and October), beginning on October , 2017 (expected to be October
28, 2017) and ending on the maturity date, provided that if any such day is not a business day, the applicable coupon payment
will be made on the next succeeding business day and no interest will accrue as a result of delayed payment
|
|
Coupon:
|
On each semi-annual coupon payment date, the notes will pay a coupon at a rate
of 0.75% per annum
|
|
Payment at maturity:
|
For each note, the $1,000 stated principal amount per note
plus
the note
return amount, which will be either zero or positive,
plus
the coupon payment due at maturity
|
|
Note return amount:
|
▪ If
the average basket return percentage is
greater than zero
:
$1,000 × average basket return percentage × upside participation rate
▪ If
the average basket return percentage is
less than or equal to zero
:
$0
|
|
Average basket return percentage:
|
The arithmetic average of the interim basket return percentages, as measured
on each of the valuation dates
|
|
Interim basket return percentage:
|
On each valuation date: (ending basket level - initial basket level) / initial
basket level
|
|
Initial basket level:
|
100
|
|
Ending basket level:
|
The closing level of the basket on the relevant valuation date. The closing level
of the basket on any valuation date is equal to the sum of the products of each basket component’s closing level or
closing price, as applicable, on that date and its multiplier
|
|
Upside participation rate:
|
100.00% to 110.00%. The actual upside participation rate will be determined on
the pricing date.
|
|
Listing:
|
The notes will not be listed on any securities exchange
|
|
CUSIP / ISIN:
|
17324CGS9 / US17324CGS98
|
|
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
(2)(3)
|
Proceeds
to issuer
|
|
Per note:
|
$1,000
|
$30
|
$970
|
|
Total:
|
$
|
$
|
$
|
(1) Citigroup Global Markets Holdings
Inc. currently expects that the estimated value of the notes on the pricing date will be at least $860.00 per note, which will
be less than the issue price. The estimated value of the notes 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 notes from you at any time after issuance. See “Valuation
of the Notes” in this pricing supplement.
(2) The issue price for investors
purchasing the notes in fee-based advisory accounts will be $970.00 per note, assuming no custodial fee is charged by a selected
dealer, and up to $975.00, 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 notes, see “Supplemental Plan of Distribution” in this preliminary 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 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 debt securities. See “Summary Risk Factors” beginning on page
PS-6.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes 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 hyperlinks below.
Product Supplement No. EA-03-05 dated October 14, 2016
Underlying Supplement No. 5 dated October 14, 2016
Prospectus Supplement and Prospectus each dated October 14, 2016
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.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
Additional
Information
General.
The terms of the notes 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, including market disruption events
and other events affecting the basket components, and their consequences are described in the accompanying product supplement in
the sections “Description of the Notes—Certain Additional Terms for Notes Linked to ETF Shares or Company Shares—Consequences
of a Market Disruption Event; Postponement of a Valuation Date,” “—Dilution and Reorganization Adjustments”
and “—Delisting, Liquidation or Termination of an Underlying ETF” with respect to the basket component that is
an ETF and in the sections “Description of the Notes—Certain Additional Terms for Notes 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” with respect to the basket components that are indices. The accompanying underlying supplement contains
important disclosures regarding certain 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 notes. Certain terms used but not defined in this pricing supplement
are defined in the accompanying product supplement.
Postponement of a valuation date.
If a valuation date
is postponed for a reason that affects less than all of the basket components, the ending basket level on that valuation date will
be calculated based on (i) for each unaffected basket component, its closing level or closing price, as applicable, on the originally
scheduled valuation date and (ii) for each affected basket component, its closing level or closing price, as applicable, 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). See “Description
of the Notes—Certain Additional Terms for Notes Linked to ETF Shares or Company Shares—Consequences of a Market Disruption
Event; Postponement of a Valuation Date” and “Description of the Notes—Certain Additional Terms for Notes Linked
to an Underlying Index—Consequences of a Market Disruption Event; Postponement of a Valuation Date” in the accompanying
product supplement.
Dilution and reorganization adjustments.
The multiplier
with respect to shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF is subject to adjustment
upon the occurrence of any of the events described in the accompanying product supplement in the section “Description of
the Notes—Certain Additional Terms for Notes Linked to ETF Shares or Company Shares—Dilution and Reorganization Adjustments.”
|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
Hypothetical
Examples
The following four examples illustrate the calculation of the
average basket return percentage and the payment at maturity on the notes based on different hypothetical interim basket return
percentages for each of the quarterly valuation dates occurring during the term of the notes. The examples are based on a hypothetical
upside participation rate of 100.00%. Your actual payment at maturity per note will depend on the actual upside participation rate,
which will be determined on the pricing date, and the actual average basket return percentage.
Investors in the notes will not receive any dividends paid
on the stocks included in the S&P 500
®
Index or the EURO STOXX 50
®
Index or any distributions
of interest payments on the bonds held by the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF. The
examples below do not show any effect of lost dividend or distribution yield over the term of the notes.
See “Summary
Risk Factors—Investing in the notes is not equivalent to investing in the basket components” below.
Example 1
Hypothetical Performance
of the Basket
The interim basket return percentage from the pricing date
to the final valuation date is 13.00% but the average basket return percentage is only 6.50%.
The graph above illustrates the
hypothetical percentage change in the closing level of the basket from the pricing date to each of the valuation dates. In this
example, the basket appreciates steadily over the term of the notes.
Payment at maturity per note = $1,000 + the note return amount
+ the coupon payment due at maturity
= $1,000 + ($1,000 × average basket return percentage ×
hypothetical upside participation rate) + the coupon payment due at maturity
= $1,000 + ($1,000 × 6.50% × 100.00%) + (($1,000
× 0.75%) / 2)
= $1,000 + $65.00 + $3.75
= $1,068.75
Because the average basket return percentage is greater than
zero, your payment at maturity in this example would be equal to the $1,000 stated principal amount per note
plus
the note
return amount, in addition to the coupon payment due at maturity, or $1,068.75 per note. In this example, the return on the notes
is significantly less than the performance of the basket as measured from the pricing date to the final valuation date.
|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
Example 2
Hypothetical Performance
of the Basket
The interim basket return percentage from the pricing date
to the final valuation date is −14.13% and the average basket return percentage is −3.25%.
The graph above illustrates
the hypothetical percentage change in the closing level of the basket from the pricing date to each of the valuation dates. In
this example, the basket has negative interim basket return percentages on some valuation dates and positive interim basket return
percentages on other valuation dates. Because the negative interim basket return percentages are relatively large in absolute terms,
the positive interim basket return percentages are more than offset by the negative interim basket return percentages, and the
average basket return percentage is −3.25%.
Payment at maturity per note = $1,000 + the note return amount
+ the coupon payment due at maturity
= $1,000 + $0 + (($1,000 × 0.75%) / 2)
= $1,000 + $0 + $3.75
= $1,003.75
Because the average basket return percentage is less than zero,
the note return amount will equal zero. Accordingly, the payment at maturity per note will equal the $1,000 stated principal amount
per note plus the coupon payment due at maturity, or $1,003.75.
Example 3
Hypothetical Performance
of the Basket
|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
The interim basket return percentage from the pricing date
to the final valuation date is 7.50% but the average basket return percentage is only −0.68%.
The graph above illustrates
the hypothetical percentage change in the closing level of the basket from the pricing date to each of the valuation dates. In
this example, the basket depreciates early in the term of the notes, remains at a level below the initial basket level for a significant
period of time and then appreciates significantly later in the term of the notes. In this example, the notes significantly underperform
the basket over the term of the notes.
Payment at maturity per note = $1,000 + the note return amount
+ the coupon payment due at maturity
= $1,000 + $0 + (($1,000 × 0.75%) / 2)
= $1,000 + $0 + $3.75
= $1,003.75
Because the average basket return percentage is less than zero,
the note return amount will equal zero. Accordingly, the payment at maturity per note will equal the $1,000 stated principal amount
per note plus the coupon payment due at maturity, or $1,003.75.
Example 4
Hypothetical Performance
of the Basket
The interim basket return percentage from the pricing date
to the final valuation date is −0.50% and the average basket return percentage is 5.30%.
The graph above illustrates
the hypothetical percentage change in the closing level of the basket from the pricing date to each of the valuation dates. In
this example, the basket appreciates early in the term of the notes and then declines significantly later in the term of the notes.
The level of the basket is greater than its closing level on the final valuation date for a significant period of time during the
term of the notes. The average basket return percentage is 5.30%, which is greater than −0.50%, the interim basket return
percentage from the pricing date to the final valuation date.
Payment at maturity per note = $1,000 + the note return amount
+ the coupon payment due at maturity
= $1,000 + ($1,000 × average basket return percentage ×
hypothetical upside participation rate) + the coupon payment due at maturity
= $1,000 + ($1,000 × 5.30% × 100.00%)+ (($1,000 ×
0.75%) / 2)
= $1,000 + $53.00 + $3.75
= $1,056.75
Because the average basket return percentage is greater than
zero, your payment at maturity in this example would be equal to the $1,000 stated principal amount per note
plus
the note
return amount, in addition to the coupon payment due at maturity, or $1,056.75 per note.
|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
Summary Risk Factors
An investment in the notes is significantly riskier than an investment
in conventional debt securities. The notes 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
notes, and are also subject to risks associated with the basket components. Accordingly, the notes are suitable only for investors
who are capable of understanding the complexities and risks of the notes. You should consult your own financial, tax and legal
advisors as to the risks of an investment in the notes and the suitability of the notes in light of your particular circumstances.
The following is a summary of certain key risk factors for investors
in the notes. You should read this summary together with the more detailed description of risks relating to an investment in the
notes contained in the section “Risk Factors Relating to the Notes” 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.
Citigroup Inc. will release quarterly earnings on April 13, 2017, which is during the marketing period and prior to the pricing
date of these notes.
|
|
▪
|
Your return on the notes may be limited to the sum of the coupon payments.
You will receive a positive return on your
investment in the notes in excess of the sum of the coupon payments only if the average basket return percentage is greater than
zero. If the average basket return percentage is equal to or less than zero, you will only receive, at maturity, the stated principal
amount of $1,000 for each note
plus
the coupon payment due at maturity. As the coupon rate payable on the notes is only
0.75% per annum, even if the average basket return percentage is greater than zero, there is no assurance that your total return
at maturity on the notes will be as great as could have been achieved on conventional debt securities of ours of comparable maturity.
|
|
|
▪
|
Although the notes provide for the repayment of the stated principal amount at maturity and coupon payments, you may nevertheless
suffer a loss on your investment in real value terms if the average basket return percentage is less than or not sufficiently greater
than zero.
This is because inflation may cause the real value of the stated principal amount to be less at maturity than it
is at the time you invest, and because an investment in the notes represents a forgone opportunity to invest in an alternative
asset that does generate a positive real return greater than the coupon rate payable on the notes. This potential loss in real
value terms is significant given the 5.5-year term of the notes. You should carefully consider whether an investment that may provide
a return that is lower than the return on alternative investments is appropriate for you.
|
|
|
▪
|
The notes are designed for investors who are willing to forgo full upside exposure to the basket in certain market scenarios
in order to avoid downside exposure to the basket.
Your potential for a positive return on the notes beyond the semi-annual
coupon payments is based on the average basket return percentage of the basket. You should understand that the average basket return
percentage may be significantly lower than the actual return on the basket as measured from the pricing date to the final valuation
date. In particular, if the closing level of the basket is greater on the final valuation date than it was, on average, on the
quarterly valuation dates over the term of the notes, the average basket return percentage will be lower than the actual return
on the basket. For example, if the closing level of the basket increases at a more or less steady rate over the term of the notes,
the average basket return percentage will be less than the percentage increase in the closing level of the basket from the pricing
date to the final valuation date. This underperformance will be especially significant if there is a significant increase in the
closing level of the basket during the latter portion of the term of the notes. In addition, it is possible that the average basket
return percentage will be zero or negative, resulting in no return on the notes beyond the semi-annual coupon payments, even if
the closing level of the basket at or near maturity is significantly greater than it was on the pricing date. One scenario in which
this may occur is when the closing level of the basket declines early in the term of the notes, remains below the initial basket
level for a significant period of time and then increases significantly later in the term of the notes.
|
Because the average basket return
percentage may be significantly lower than the actual return on the basket from the pricing date to the final valuation date, an
investment in the notes may significantly underperform a direct investment in the basket. This is an important trade-off that investors
in the notes must be willing to make in exchange for the repayment of the stated principal amount at maturity even if the basket
declines. You should not invest in the notes unless you understand and are willing to accept the drawbacks associated with the
averaging feature of the notes.
|
|
▪
|
Investing in the notes is not equivalent to investing in the basket components.
You will not have voting rights, rights
to receive dividends on stocks or distributions of interest on bonds or any other rights with respect to the basket components
or the securities included in the basket components. The payment scenarios described in this pricing supplement do not show any
effect of lost dividend or distribution yield over the term of the notes.
|
It is important to understand that,
for purposes of measuring the performance of the basket components, the levels and prices used will not reflect the receipt or
reinvestment of dividends or distributions on the basket components or their underlying securities. Dividend or distribution yield
on the basket components would be expected to represent a significant portion of the overall return on a direct investment in the
basket components, but will
not
be reflected in the performance of the basket components as measured
|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
for purposes of the notes (except
to the extent that dividends and distributions reduce the levels or prices of the basket components).The magnitude of this lost
dividend or distribution yield may be particularly significant in the case of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF. The iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF is a high yield
bond fund and, as with any high yield bond fund, distributions of interest payments on the bonds held by the fund would be expected
to make up a significant portion of the overall yield on a direct investment in the fund. High yield bonds are bonds issued by
companies with credit ratings that are below investment grade. These companies must pay higher interest rates to compensate investors
for the increased riskiness of their bonds. The notes will not reflect distributions of interest payments on the bonds held by
iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF and, therefore, will not reflect the interest component
of the yield on the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF. As a result, the performance
of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF as measured for purposes of the notes may
be significantly less than the return that a direct investor in the iShares
®
iBoxx
®
$ High Yield
Corporate Bond ETF would realize.
|
|
▪
|
The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
If we default
on our obligations under the notes and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed
to you under 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.
|
|
|
▪
|
Sale of the notes prior to maturity 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. The value of the notes may fluctuate during the term of the notes, and if you are
able to sell your notes prior to maturity, you may receive less than the full stated principal amount of your notes.
|
|
|
▪
|
The estimated value of the notes 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 notes that are included in the issue price. These costs include (i) the selling concessions paid in connection
with the offering of the notes, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering
of the notes 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 notes. These costs adversely affect the economic terms of the notes because,
if they were lower, the economic terms of the notes would be more favorable to you. The economic terms of the notes are also likely
to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the notes. See
“The estimated value of the notes would be lower if it were calculated based on our secondary market rate” below.
|
|
|
▪
|
The estimated value of the notes 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 or distribution yields on the basket components or the securities 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 notes. Moreover, the estimated value of the notes set forth
on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the notes for
other purposes, including for accounting purposes. You should not invest in the notes because of the estimated value of the notes.
Instead, you should be willing to hold the notes to maturity irrespective of the initial estimated value.
|
|
|
▪
|
The estimated value of the notes would be lower if it were calculated based on our secondary market rate.
The estimated
value of the notes 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 notes. 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 notes for purposes of any purchases of the notes
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 notes, which are generally higher than the costs associated with conventional debt securities,
and our liquidity needs and preferences. Our internal funding rate is not the same as the coupon that is payable on the notes.
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Citigroup Global Markets Holdings Inc.
|
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Market-Linked Notes Based on a Basket of Three Underliers Due October
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, 2022
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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 notes, 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 notes prior
to maturity.
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The estimated value of the notes is not an indication of the price, if any, at which CGMI or any other person may be willing
to buy the notes from you in the secondary market.
Any such secondary market price will fluctuate over the term of the notes
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 notes 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 notes than if our internal funding rate were used. In addition,
any secondary market price for the notes will be reduced by a bid-ask spread, which may vary depending on the aggregate stated
principal amount of the notes 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 notes will be less than the issue price.
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▪
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The value of the notes prior to maturity will fluctuate based on many unpredictable factors.
The value of your notes
prior to maturity will fluctuate based on the levels or prices 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 and distribution yields on the
basket components or the securities included in the basket components, the volatility of the exchange rate between the U.S. dollar
and the euro, the correlation between that exchange rate and the level of the EURO STOXX 50
®
Index, interest rates
generally, the time remaining to maturity and our and/or Citigroup Inc.’s creditworthiness, as reflected in our secondary
market rate. Changes in the levels or prices of the basket components may not result in a comparable change in the value of your
notes. You should understand that the value of your notes at any time prior to maturity may be significantly less than the issue
price.
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▪
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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 Notes” in this pricing supplement.
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▪
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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 value of one or more of the other basket components.
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The basket components may be highly correlated in decline.
The performances of the basket components may become highly
correlated during periods of declining prices. This may occur because of events that have broad effects on markets generally or
on the markets that the basket components track. If the basket components become correlated in decline, the depreciation of one
basket component will not be offset by the performance of the other basket components and, in fact, each basket component may contribute
to an overall decline from the initial basket level to each of the ending basket levels during the term of the notes.
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▪
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The EURO STOXX 50
®
Index is 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 will not be adjusted for changes in the exchange rate between
the euro and the U.S. dollar.
The EURO STOXX 50
®
Index is composed of stocks traded in euro, the value of which
may 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 value of your notes will not be adjusted for exchange rate fluctuations. If the euro appreciates relative to the
U.S. dollar over the term of the notes, your return on the notes 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.
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▪
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The iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF is subject to significant risks, including
interest rate-related and credit-related risks.
Because the performance of the notes is linked to the shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF, the notes are exposed to fluctuations in the value of U.S. dollar-denominated
fixed-income securities. The performance
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|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
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, 2022
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of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF that is measured for purposes of the notes will only reflect changes in the market prices of the
fixed-income securities held by the iShares
®
iBoxx
® $
High Yield Corporate Bond ETF and will not
reflect interest payments on these fixed-income securities. As a result, the performance of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF that is measured for purposes of the notes will be less, and perhaps significantly less, than the
return that would be realized by a direct investor in the iShares
®
iBoxx
®
$ High Yield Corporate
Bond ETF. The market prices of the fixed-income securities held by the iShares
®
iBoxx
®
$ High Yield
Corporate Bond ETF are volatile and significantly influenced by a number of factors, particularly the yields on these fixed-income
securities as compared to current market interest rates and the actual or perceived credit quality of the issuers of these fixed-income
securities.
In general, the value of fixed-income
securities is significantly affected by changes in current market interest rates. As interest rates rise, the price of fixed-income
securities, including those held by the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF, is likely
to decrease. Securities with longer durations tend to be more sensitive to interest rate changes, usually making them more volatile
than securities with shorter durations. The eligibility criteria for the fixed-income securities included in the index that underlies
the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF, which mandates that each security must have
a minimum term remaining to maturity of one year for continued eligibility, means that, at any time, only longer-term securities
underlie the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF, which thereby increases the risk of
price volatility in the underlying securities and, consequently, the volatility in the value of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF. As a result, rising interest rates may cause the value of the bonds held by the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF and the value of the basket to decline, possibly significantly.
Interest rates are subject to volatility
due to a variety of factors, including:
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·
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sentiment regarding underlying strength in the U.S. economy and global economies;
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·
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expectations regarding the level of price inflation;
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sentiment regarding credit quality in the U.S. and global credit markets;
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·
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central bank policies regarding interest rates; and
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·
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the performance of U.S. and foreign capital markets.
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In addition, the prices of the fixed-income
securities held by the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF are significantly influenced
by the creditworthiness of the issuers of those fixed-income securities. The fixed-income securities underlying the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF may have their credit ratings downgraded or credit spreads may widen
significantly. Following a ratings downgrade or the widening of credit spreads, some or all of the fixed-income securities may
suffer significant and rapid price declines. These events may affect only a few or a large number of the fixed-income securities.
For example, during the most recent credit crisis in the United States, credit spreads widened significantly as the market demanded
very high yields on corporate bonds and, as a result, the prices of the bonds underlying the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF dropped significantly. The prices of high yield bonds such as those held by the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF are likely to be particularly susceptible to rapid declines during a period
of economic uncertainty or crisis. There can be no assurance that some or all of the factors that contributed to the most recent
credit crisis will not return during the term of the notes, and, consequently, depress the price, perhaps significantly, of the
underlying bonds and therefore the value of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF,
the basket and the notes.
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▪
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Even if the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF pays a distribution that it identifies
as special or extraordinary, no adjustment will be required under the notes for that distribution unless it meets the criteria
specified in the accompanying product supplement.
In general, an adjustment will not be made under the terms of the notes for
any cash distribution paid on shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF unless
the amount of the distribution per share, together with any other distributions paid in the same quarter, exceeds the distribution
paid per share in the most recent quarter by an amount equal to at least 10% of the closing price of the shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF on the date of declaration of the distribution. Any distribution will reduce
the closing price of the shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF by the amount
of the distribution per share. If the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF pays any distribution
for which an adjustment is not made under the terms of the notes, holders of the notes will be adversely affected. See “Description
of the Notes—Certain Additional Terms for Notes Linked to ETF Shares or Company Shares—Dilution and Reorganization
Adjustments—Certain Extraordinary Cash Dividends” in the accompanying product supplement.
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An adjustment will not be made for all events that may have a dilutive effect on or otherwise adversely affect the market
price of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF.
For example, we will not make any
adjustment for ordinary distributions or extraordinary distributions that do not meet the criteria described above. Moreover, the
adjustments we do make may not fully offset the dilutive or adverse effect of the particular event. Investors in the notes may
be adversely affected by such an event in a circumstance in which a direct holder of the shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF would not.
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The notes may become linked to shares of an issuer other than the iShares
®
iBoxx
®
$ High Yield
Corporate Bond ETF upon the occurrence of a reorganization event or upon the delisting of the shares of the iShares
®
iBoxx
®
$ High Yield
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Citigroup Global Markets Holdings Inc.
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Market-Linked Notes Based on a Basket of Three Underliers Due October
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, 2022
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Corporate Bond ETF.
For example, if the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF enters into a merger agreement that provides for holders of the shares of
the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF to receive shares of another entity, the shares
of such other entity will become the applicable basket component for all purposes of the notes upon consummation of the merger.
Additionally, if the shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF are delisted,
or the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF is otherwise terminated, the calculation agent
may, in its sole discretion, select shares of another ETF to be the applicable basket component. See “Description of the
Notes—Certain Additional Terms for Notes Linked to ETF Shares or Company Shares—Dilution and Reorganization Adjustments”
and “—Delisting, Liquidation or Termination of an Underlying ETF” in the accompanying product supplement.
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▪
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The price of the shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF may not completely
track the performance of
the index it seeks to track or the net asset value per share of
the
iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF.
The
price of the shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF will reflect transaction
costs and fees that are not included in the calculation of the Markit iBoxx
®
USD Liquid High Yield Index, the index
that it seeks to track. In addition, the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF may not
hold all of the securities included in, and may hold securities and derivative instruments that are not included in, the Markit
iBoxx
®
USD Liquid High Yield Index. All of these factors may lead to a lack of correlation between the performance
of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF and the Markit iBoxx
®
USD Liquid
High Yield Index. Finally, because the shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond
ETF are traded on NYSE Arca, Inc. and are subject to market supply and investor demand, the market value of one share of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF may differ from the net asset value per share of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF.
|
During periods of market volatility,
securities underlying the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF may be unavailable in the
secondary market, market participants may be unable to calculate accurately the net asset value per share of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF and the liquidity of the iShares
®
iBoxx
®
$
High Yield Corporate Bond ETF may be adversely affected. This kind of market volatility may also disrupt the ability of market
participants to create and redeem shares in the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF.
Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy
and sell shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF. As a result, under these
circumstances, the market value of shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF
may vary substantially from the net asset value per share of the iShares
®
iBoxx
®
$ High Yield Corporate
Bond ETF. For all of the foregoing reasons, the performance of the iShares
®
iBoxx
®
$ High Yield Corporate
Bond ETF may not correlate with the performance of the Markit iBoxx
®
USD Liquid High Yield Index as well as the
net asset value per share of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF, which could materially
and adversely affect the value of the securities in the secondary market and/or reduce your payment at maturity.
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▪
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Changes made by the investment advisor to or the sponsor of a basket component may affect the basket component.
We are
not affiliated with the investment advisor to the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF
or with the sponsors of the S&P 500
®
Index , the EURO STOXX 50
®
Index or the Markit iBoxx
®
USD Liquid High Yield Index. Changes that affect the basket components may affect the value of your notes. The sponsor of an index
may add, delete or substitute the securities that constitute the index or make other methodological changes that could affect the
level of the index. In addition, the investment advisor to the iShares
®
iBoxx
®
$ High Yield Corporate
Bond ETF may change the manner in which the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF operates
or its investment objectives at any time. We are not affiliated with any such index sponsor or investment advisor and, accordingly,
we have no control over any changes any such index sponsor or investment advisor may make. 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 notes.
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▪
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Our offering of the notes does not constitute a recommendation of the basket or the basket components.
The fact that
we are offering the notes 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 securities included in the basket components or in instruments related to the
basket components or such 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 values of the basket components
in a way that has a negative impact on your interests as a holder of the notes.
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▪
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The value 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 notes through CGMI or other of our affiliates, who may take positions directly in
the applicable basket components or the securities included in the basket components and other financial instruments related to
the basket components or such securities and may adjust such positions during the term of the notes. Our affiliates also trade
the applicable basket components or the securities included in the basket components and other financial instruments related to
the basket components or such securities 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 values
of the
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Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
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|
basket components in a way that
negatively affects the value of the notes. They could also result in substantial returns for us or our affiliates while the value
of the notes 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 issuers of the securities included
in the basket components, including extending loans to, making equity investments in or providing advisory services to such issuers.
In the course of this business, we or our affiliates may acquire non-public information about such issuers, which we will not disclose
to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against
such issuer that are available to them without regard to your interests.
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▪
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The calculation agent, which is an affiliate of ours, will make important determinations with respect to the notes.
If certain events occur, such as market disruption events, the discontinuance of the S&P 500
®
Index or the EURO
STOXX 50
®
Index or events with respect to the iShares
®
iBoxx
®
$ High Yield Corporate
Bond ETF that may require a dilution adjustment or the delisting of the iShares
®
iBoxx
®
$ High Yield
Corporate Bond ETF, 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 notes.
|
Hypothetical
Historical Information About the Basket
Because the basket exists solely for purposes of the notes, historical
information on the performance of the basket does not exist for dates prior to the pricing date. The graph below sets forth the
hypothetical historical daily closing levels of the basket for the period from January 3, 2012 to March 23, 2017, assuming that
the basket was created on January 3, 2012 with the same basket components and corresponding weights and with a level of 100 on
that date. The hypothetical performance of the basket is based on the actual closing levels and closing prices, as applicable,
of the basket components on the applicable dates. We obtained these closing levels and closing prices 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 notes.
Hypothetical Historical Basket Performance
January 3, 2012 to March 23, 2017
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|
|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
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—The S&P
U.S. Indices—License Agreement” in the accompanying underlying supplement. Please refer to the section “Equity
Index Descriptions—The S&P U.S. Indices—The S&P 500
®
Index” in the accompanying underlying
supplement for important disclosures regarding the S&P 500
®
Index.
Historical Information
The closing level of the S&P 500
®
Index on
March 23, 2017 was 2,343.16.
The graph below shows the closing levels of the S&P 500
®
Index for each day such level was available from January 3, 2012 to March 23, 2017. 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, 2012 to March 23, 2017
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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 notes. For more information, see “Equity Index Descriptions—The EURO STOXX 50
®
Index—License Agreement” in the accompanying underlying supplement.
|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
Please refer to the section “Equity Index Descriptions—The
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 March 23, 2017 was 3,424.50.
The graph below shows the closing levels of the EURO STOXX 50
®
Index for each day such level was available from January 2, 2012 to March 23, 2017. 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 2, 2012 to March 23, 2017
|
|
iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF
The iShares
®
iBoxx
®
$ High Yield
Corporate Bond ETF seeks to track the investment results of the Markit iBoxx
®
USD Liquid High Yield Index (the “ETF underlying index”), which is a rules-based index consisting of liquid U.S. dollar-denominated,
high yield corporate bonds for sale in the United States. For purposes of the notes, the performance of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF will reflect only its price performance, as any distributions paid on the
shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF will not be factored into a determination
of the closing price of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF (except to the extent
that distributions paid will
reduce
the closing price of the iShares
®
iBoxx
®
$ High Yield
Corporate Bond ETF ). The Markit iBoxx
®
USD Liquid High Yield Index is designed
to provide a broad representation of the U.S. dollar-denominated high yield liquid corporate bond market.
The iShares
®
iBoxx
®
$ High Yield
Corporate Bond ETF generally seeks to track the performance of the ETF underlying index by investing approximately 90% of its assets
in the bonds represented in the ETF underlying index and in securities that provide substantially similar exposure to securities
in the ETF underlying index. The remainder of assets is invested in certain futures contracts, options and swap contracts, cash
and cash equivalents, including shares of money market funds affiliated with BlackRock Fund Advisors or its affiliates, as well
as in high yield corporate bonds not included in the Markit iBoxx® USD Liquid High Yield Index. The iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF concentrates 25% or more of its total assets in a particular industry or
industries to approximately the same extent that the ETF underlying index is concentrated.
The iShares
®
iBoxx
®
$ High Yield
Corporate Bond ETF is an investment portfolio managed by iShares
®
Trust. BlackRock Fund Advisors is the investment
advisor to the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF. iShares
®
Trust. is
a registered investment company that consists of numerous separate investment portfolios, including the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF. Information provided to or filed with the SEC by iShares
®
Trust. pursuant to the Securities Act of 1933, as amended, and the Investment
|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
Company Act of 1940, as amended, can be located by reference
to SEC file numbers 333-92935 and 811-09729, respectively, through the SEC’s website at
http://www.sec.gov
.
In addition, information may be obtained from other sources including, but not limited to, press releases, newspaper articles
and other publicly disseminated documents. The iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF trades
on the NYSE Arca under the ticker symbol “HYG.”
Neither we nor any of our affiliates make any representation
to you as to the performance of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF.
Historical Information
The graph below shows the closing price of shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF for each day such price was available from January 3, 2012 to March
23, 2017. The table that follows shows the high and low closing prices of, and dividends paid on, the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF for each quarter in that same period. We obtained the closing prices and other information below
from Bloomberg L.P., without independent verification. You should not take the historical prices of shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF as an indication of future performance.
iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF – Historical Closing Prices
January 3, 2012 to March 23, 2017
|
|
|
iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF
|
High
|
Low
|
Dividends
|
|
2012
|
|
|
|
|
First Quarter
|
$92.13
|
$88.90
|
$1.57824
|
|
Second Quarter
|
$91.22
|
$86.47
|
$1.59607
|
|
Third Quarter
|
$93.91
|
$90.45
|
$1.53088
|
|
Fourth Quarter
|
$93.90
|
$90.67
|
$1.48461
|
|
2013
|
|
|
|
|
First Quarter
|
$94.88
|
$92.98
|
$1.51035
|
|
Second Quarter
|
$96.29
|
$89.04
|
$1.43563
|
|
Third Quarter
|
$93.97
|
$89.85
|
$1.41277
|
|
Fourth Quarter
|
$93.79
|
$91.51
|
$1.34495
|
|
2014
|
|
|
|
|
First Quarter
|
$94.93
|
$92.51
|
$1.39207
|
|
Second Quarter
|
$95.38
|
$93.78
|
$1.29819
|
|
Third Quarter
|
$94.87
|
$91.36
|
$1.27585
|
|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
|
iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF
|
High
|
Low
|
Dividends
|
|
Fourth Quarter
|
$93.18
|
$86.89
|
$1.21182
|
|
2015
|
|
|
|
|
First Quarter
|
$91.90
|
$88.43
|
$0.75808
|
|
Second Quarter
|
$91.50
|
$88.38
|
$1.20989
|
|
Third Quarter
|
$88.93
|
$82.77
|
$1.17419
|
|
Fourth Quarter
|
$85.83
|
$78.84
|
$1.61408
|
|
2016
|
|
|
|
|
First Quarter
|
$82.40
|
$75.59
|
$0.80976
|
|
Second Quarter
|
$84.69
|
$80.87
|
$1.16278
|
|
Third Quarter
|
$87.26
|
$83.99
|
$1.15107
|
|
Fourth Quarter
|
$87.42
|
$83.47
|
$1.43782
|
|
2017
|
|
|
|
|
First Quarter (through March 23, 2017)
|
$88.36
|
$86.11
|
$0.76613
|
The closing price of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF on March 23, 2017 was $86.39.
We make no representation as to the amount of dividends, if any,
that may be paid on shares of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF in the future.
In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on shares
of the iShares
®
iBoxx
®
$ High Yield Corporate Bond ETF.
Determination
of Coupon Payments
On each coupon payment date, the amount of each coupon payment
will approximately equal (i) the stated principal amount of the notes
multiplied by
0.75%
divided by
(ii) 2, which
is approximately $3.75 per note.
United States
Federal Tax Considerations
In the opinion of our tax counsel, Davis
Polk & Wardwell LLP, the notes will be treated as “contingent payment debt instruments” for U.S. federal income
tax purposes, as described in the section of the accompanying product supplement called “United States Federal Tax Considerations—Tax
Consequences to U.S. Holders—Notes Treated as Contingent Payment Debt Instruments,” and the remaining discussion is
based on this treatment. If you are a U.S. Holder, you will be required to recognize interest income during the term of the notes
at the “comparable yield,” which generally is the yield at which we could issue a fixed-rate debt instrument with terms
similar to those of the notes, including the level of subordination, term, timing of payments and general market conditions, but
excluding any adjustments for the riskiness of the contingencies or the liquidity of the notes. We are required to construct a
“projected payment schedule” in respect of the notes representing a series of payments the amount and timing of which
would produce a yield to maturity on the notes equal to the comparable yield. Assuming you hold the notes until their maturity,
the amount of interest you include in income based on the comparable yield in the taxable year in which the notes mature will be
adjusted upward or downward to reflect the difference, if any, between the actual and projected payment on the notes at maturity
as determined under the projected payment schedule. However, special rules may apply if the payment at maturity on the notes becomes
fixed prior to maturity. See “United States Federal Tax Considerations—Tax Consequences to U.S. Holders—Notes
Treated as Contingent Payment Debt Instruments” in the accompanying product supplement for a more detailed discussion of
the special rules.
Upon the sale, exchange or retirement of
the notes prior to maturity, you generally will recognize gain or loss equal to the difference between the proceeds received and
your adjusted tax basis in the notes. Your adjusted tax basis will equal your purchase price for the notes, increased by interest
previously included in income on the notes and decreased by payments previously made under the projected payment schedule. Any
gain generally will be treated as ordinary income, and any loss will be treated as ordinary loss to the extent of prior interest
inclusions on the note and as capital loss thereafter.
We have determined that the comparable yield
for a note is a rate of %, compounded semi-annually, and that the projected payment schedule with
respect to a note consists of fixed payments of 0.75% per annum, paid semi-annually, and a projected payment of $
at maturity (excluding the fixed payment received at maturity).
Neither the comparable yield nor the
projected payment schedule constitutes a representation by us regarding the actual amounts that we will pay on the notes.
Subject to the discussions below under “Possible
Withholding Under Section 871(m) of the Code” and in “United States Federal Tax Considerations—Tax Consequences
to Non-U.S. Holders” and “—FATCA” in the accompanying product supplement, if you are a Non-U.S. Holder
(as defined in the accompanying product supplement) of the notes, under current law you generally will not be subject to U.S. federal
withholding or income tax in respect of any payment on or any amount received on the sale, exchange or retirement of the notes,
provided that (i) income in respect of the notes 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. See “United States Federal Tax Considerations—Tax
|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
Consequences to Non-U.S. Holders”
in the accompanying product supplement for a more detailed discussion of the rules applicable to Non-U.S. Holders of the notes.
Possible Withholding Under Section 871(m)
of the Code.
As discussed under “United States Federal Tax Considerations—Tax Consequences to Non-U.S. Holders”
in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section
871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect
to certain financial instruments linked to U.S. equities (“U.S. Underlying Equities”) or indices that include U.S.
Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate the economic performance of one
or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury regulations (a “Specified
Security”). However, the regulations exempt financial instruments issued in 2017 that do not have a “delta” of
one. Based on the terms of the notes and representations provided by us, our tax counsel is of the opinion that the notes should
not be treated as transactions that have a “delta” of one within the meaning of the regulations with respect to any
U.S. Underlying Equity and, therefore, should not be Specified Securities subject to withholding tax under Section 871(m).
A determination that the notes are not subject
to Section 871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex
and its application may depend on your particular circumstances. For example, if you enter into other transactions relating to
an underlier, you could be subject to withholding tax or income tax liability under Section 871(m) even if the notes are not Specified
Securities subject to Section 871(m) as a general matter. You should consult your tax adviser regarding the potential application
of Section 871(m) to the notes.
This information is indicative and will
be updated in the final pricing supplement or may otherwise be updated by us in writing from time to time. Non-U.S. Holders should
be warned that Section 871(m) may apply to the notes based on circumstances as of the pricing date for the notes and, therefore,
it is possible that the notes will be subject to withholding tax under Section 871(m).
If withholding is required, we will not
be required to pay additional amounts with respect to amounts 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 notes.
You should also consult your tax adviser
regarding all aspects of the U.S. federal tax consequences of an investment in the notes 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 notes, is acting as principal and will receive an underwriting fee of $30.00 for each $1,000
note sold in this offering (or up to $5.00 per note in the case of sales to fee-based advisory accounts). The actual underwriting
fee will be equal to $30.00 for each $1,000 note sold by CGMI directly to the public and will otherwise be equal to the selling
concession provided to selected dealers, as described in this paragraph. CGMI will pay selected dealers not affiliated with CGMI
a fixed selling concession of $30.00 for each note they sell to accounts other than fee-based advisory accounts. CGMI will pay
selected dealers not affiliated with CGMI, which may include dealers acting as custodians, a variable selling concession of up
to $5.00 for each $1,000 note 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 advisors employed by such affiliated broker-dealers will receive a fixed selling concession,
of $30.00 for each $1,000 note they sell. CGMI will pay the registered representatives of CGMI a fixed selling concession of $30.00
for each $1,000 note 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 notes, either directly or indirectly, without the prior written consent of the
client.
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 notes will
be used to hedge our obligations under the notes. We expect to hedge our obligations under the notes 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 notes
declines. This hedging activity could affect the closing levels or prices of the basket components and, therefore, the value of
and your return on the notes. For additional information on the ways in which our counterparties may hedge our obligations under
the notes, see “Use of Proceeds and Hedging” in the accompanying prospectus.
Valuation of
the Notes
CGMI calculated the estimated value of the notes 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 notes by estimating the value of a hypothetical
|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
package of financial instruments that would replicate the payout
on the notes, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying
the economic terms of the notes (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 notes
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 notes is a function of the terms of
the notes 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 notes will be on the pricing date because certain terms of the notes 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 four 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 four-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors at any time. See
“Summary Risk Factors—The notes 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 notes have not been offered or sold and will not be offered
or sold in Hong Kong by means of any document, other than
|
|
(i)
|
to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or
|
|
|
(ii)
|
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
|
|
|
(iii)
|
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
|
There is no advertisement, invitation or document relating to
the notes which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to
be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and
Futures Ordinance and any rules made under that Ordinance.
Non-insured Product: These notes are not insured by any governmental
agency. These notes are not bank deposits and are not covered by the Hong Kong Deposit Protection Scheme.
Singapore
This pricing supplement and the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus have not been registered as a prospectus with the Monetary Authority
of Singapore, and the notes will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore
(the “Securities and Futures Act”). Accordingly, the notes may not be offered or sold or made the subject of an invitation
for subscription or purchase nor may this pricing supplement or any other document or material in connection with the offer or
sale or invitation for subscription or purchase of any notes be circulated or distributed, whether directly or indirectly, to any
person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b)
to a relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of the
Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or
(c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures
Act. Where the notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which
is:
|
Citigroup Global Markets Holdings Inc.
|
|
Market-Linked Notes Based on a Basket of Three Underliers Due October
-----
, 2022
|
|
|
|
|
(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
|
|
|
(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:
|
|
|
(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
|
|
|
(ii)
|
where no consideration is or will be given for the transfer; or
|
|
|
(iii)
|
where the transfer is by operation of law; or
|
|
|
(iv)
|
pursuant to Section 276(7) of the Securities and Futures Act; or
|
|
|
(v)
|
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
of Singapore.
|
Any notes referred to herein may not be registered with any regulator,
regulatory body or similar organization or institution in any jurisdiction.
The notes are Specified Investment Products (as defined in the
Notice on Recommendations on Investment Products and Notice on the Sale of Investment Product issued by the Monetary Authority
of Singapore on 28 July 2011) that is neither listed nor quoted on a securities market or a futures market.
Non-insured Product: These notes are not insured by any governmental
agency. These notes are not bank deposits. These notes are not insured products subject to the provisions of the Deposit Insurance
and Policy Owners’ Protection Schemes Act 2011 of Singapore and are not eligible for deposit insurance coverage under the
Deposit Insurance Scheme.
Additional
Terms of the Securities
The section “Description of Debt Securities—Covenants—Limitations
on Mergers and Sales of Assets” in the accompanying prospectus shall be amended to read in its entirety as follows:
The indenture provides that neither Citigroup Global Markets
Holdings nor Citigroup will merge or consolidate with another entity or sell other than for cash or lease all or substantially
all its assets to another entity, except, in the case of Citigroup, if such lease or sale is to one or more of its Subsidiaries,
unless:
|
|
·
|
either (1) the Citi entity is the continuing entity, or (2) the successor entity, if other than the Citi entity, is a U.S.
corporation, partnership or trust and expressly assumes by supplemental indenture the obligations of the Citi entity evidenced
by the securities issued pursuant to the indenture; and
|
|
|
·
|
immediately after the transaction, there would not be any default in the performance of any covenant or condition of the indenture
(
Sections 5.05 and 16.05
).
|
Other than the restrictions
described above, the indenture does not contain any covenants or provisions that would protect holders of the debt securities in
the event of a highly leveraged transaction.
Contact
Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.
© 2017 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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