The information in this preliminary
pricing supplement is not complete and may be changed. 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 September 17, 2021
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-255302 and 333-255302-03
|
|
Citigroup Global
Markets Holdings Inc.
$
|
Buffered Equity Index Basket-Linked Notes due
|
All Payments Due from Citigroup Global Markets Holdings Inc.
Fully and Unconditionally Guaranteed by Citigroup Inc.
|
Unlike conventional
debt securities, the notes offered by this pricing supplement do not pay interest and do not repay a fixed amount of principal at maturity.
The amount that you will be paid on your notes on the maturity date (expected to be the second business
day after the scheduled determination date) is based on the performance of an unequally weighted basket (the “basket”)
consisting of the EURO STOXX 50® Index (36.00% weight), the TOPIX® Index (29.00% weight), the FTSE®
100 Index (16.00% weight), the Swiss Market Index® (11.00% weight) and the S&P/ASX 200 Index (8.00% weight) (each
a “basket index”) as measured from the trade date to and including the determination date (expected to be between 23 and 27
months after the trade date). The initial basket level is 100.00 and the final basket level on the determination date will equal
the sum of the products, as calculated for each basket index, of: (i) (a) the final index level of that basket index divided by
(b) the initial index level of that basket index (set on the trade date and may be an intraday level which may be higher or lower than
the actual closing level of such basket index on the trade date) multiplied by (ii) the initial weighted value of that basket index
(which is the weight of that basket index times the initial basket level). If
the final basket level on the determination date is greater than the initial basket level, the return on your notes will be positive,
subject to the maximum settlement amount (set on the trade date and expected to be between $1,197.21 and $1,232.05 for each $1,000 stated
principal amount of your notes). If the final basket level declines from the initial basket level by up to a buffer amount of 12.50%,
you will receive the stated principal amount of your notes. However,
if the final basket level declines from the initial basket level by more than the 12.50% buffer amount, the return on your notes will
be negative and you will lose approximately 1.1429% of the stated principal amount of your notes for every 1% by which that decline exceeds
the 12.50% buffer amount. You could lose your entire investment in the notes. In exchange for the
upside participation and limited buffer features of the notes, you must be willing to forgo (i) any return in excess of the maximum return
at maturity of 19.721% to 23.205% (set on the trade date and results from the maximum settlement amount), (ii) any dividends paid on the
stocks included in the basket indices and (iii) interest on the notes.
To determine your
payment at maturity, we will calculate the basket return, which is the percentage increase or decrease in the level of the basket from
the initial basket level of 100.00 to the final basket level on the determination date. On the maturity date, for each $1,000 stated principal
amount note you then hold, you will receive an amount in cash equal to:
|
●
|
if the basket return is positive (the final basket
level is greater than the initial basket level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000
times (b) the upside participation rate of 130% times (c) the basket return, subject to the maximum settlement amount;
|
|
●
|
if the basket return is zero or negative but not below -12.50% (the final basket
level is equal to or less than the initial basket level but not by more than 12.50%), $1,000; or
|
|
●
|
if the basket return is negative and is below -12.50% (the final basket level is less
than the initial basket level by more than 12.50%), the sum of (i) $1,000 plus (ii) the product of (a) approximately
1.1429 times (b) the sum of the basket return plus 12.50% times (c) $1,000. This amount will be
less than $1,000 and may be zero.
|
A decrease in the level of one or more basket indices may offset
increases in the levels of one or more other basket indices. Due to the unequal weighting of each basket index, the performances of the
EURO STOXX 50® Index, the TOPIX® Index and the FTSE® 100 Index will have a significantly
larger impact on your return on the notes than the performances of the Swiss Market Index® and the S&P/ASX 200
Index.
The
notes are unsecured senior debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. All
payments on the notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global
Markets Holdings Inc. and Citigroup Inc. default on their obligations, you may not receive any amount due under the notes. The notes will
not be listed on any securities exchange and may have limited or no liquidity.
Investing in the notes involves risks not associated with an investment
in conventional debt securities. See “Summary Risk Factors” beginning on page PS-12.
|
Issue Price(1)
|
Underwriting Discount(2)
|
Net Proceeds to Issuer
|
Per Note:
|
$1,000.00
|
-
|
$1,000.00
|
Total:
|
$
|
-
|
$
|
(1) Citigroup Global Markets Holdings Inc. currently
expects that the estimated value of the notes on the trade date will be between $971.70 and $991.70 per note, which will be less than
the issue price. The estimated value of the notes is based on proprietary pricing models of Citigroup Global Markets Inc. (“CGMI”)
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) CGMI, an affiliate of the issuer, is the underwriter
for the offering of the notes and is acting as principal. For more information on the distribution of the notes, see “Summary Information—Key
Terms—Supplemental Plan of Distribution” in this pricing supplement. 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.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or determined that this pricing supplement and the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal
offense.
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.
The notes are part of the Medium-Term Senior Notes, Series N of Citigroup
Global Markets Holdings Inc. This pricing supplement is a supplement to the documents listed below and should be read together with such
documents, which are available at the following hyperlinks:
Citigroup Global
Markets Inc.
Pricing
Supplement No. 2021-USNCH9079 dated ---------,
2021
The issue price, underwriting discount and net proceeds
listed above relate to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement,
at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive
or negative) on your investment in notes will depend in part on the issue price you pay for such notes.
CGMI
may use this pricing supplement in the initial sale of the notes. In addition, CGMI or any other affiliate of Citigroup Inc. may use this
pricing supplement in a market-making transaction in a note after its initial sale.
|
Buffered Equity Index Basket-Linked Notes due
|
|
·
|
For investors who seek modified exposure to the performance of the basket,
with the opportunity to participate on a leveraged basis in a limited range of potential appreciation of the basket and a limited buffer
against potential depreciation of the basket.
|
|
·
|
In exchange for the leveraged upside exposure and limited buffer feature,
investors must be willing to forgo (i) participation in any appreciation of the basket beyond the cap level, (ii) any dividends that may
be paid on the stocks included in the basket indices and (iii) interest on the notes. Investors must also be willing to lose some, and
up to all, of their investment in the notes if the basket depreciates by more than the buffer amount, with downside exposure to that depreciation
on an accelerated basis to the extent the depreciation exceeds the buffer amount.
|
|
·
|
Investors must be willing to accept the credit risk of Citigroup Global Markets
Holdings Inc. and Citigroup Inc. and an investment that may have limited or no liquidity.
|
DETERMINING THE CASH SETTLEMENT AMOUNT
|
At maturity, for each $1,000 stated principal amount note you then hold,
you will receive (as a percentage of the stated principal amount):
|
·
|
If the final basket level is above 100.00% of the initial basket level: 100.00%
plus the product of the upside participation rate of 130% times the basket return, subject to a maximum settlement
amount of between 119.721% and 123.205% of the stated principal amount
|
|
·
|
If the final basket level is between 87.50% and 100.00% of the initial basket
level: 100.00%
|
|
·
|
If the final basket level is below 87.50% of the initial basket level: 100.00%
minus approximately 1.1429% for every 1.00% that the basket has declined below 87.50% of the initial basket level
|
If the final basket level declines
by more than 12.50% from the initial basket level, the return on the notes will be negative and you could lose your entire investment
in the notes.
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 Index
|
Weight
|
Initial Weighted Value*
|
EURO STOXX 50® Index (ticker: SX5E)
|
36.00%
|
36.00
|
TOPIX® Index (ticker: TPX)
|
29.00%
|
29.00
|
FTSE® 100 Index (ticker: UKX)
|
16.00%
|
16.00
|
Swiss Market Index® (ticker: SMI)
|
11.00%
|
11.00
|
S&P/ASX 200 Index (ticker: AS51)
|
8.00%
|
8.00
|
* The initial weighted value of each basket index is equal to its weight times the initial basket level of 100.00.
|
Stated Principal Amount:
|
$ in the aggregate; each note will have a stated principal amount equal to $1,000
|
Trade Date:
|
, 2021
|
Settlement Date:
|
Expected to be the fifth scheduled business day following the trade date. See “Supplemental plan of distribution” starting on page PS-5 in this pricing supplement for additional information.
|
Determination Date:
|
To be set on the trade date and expected to be between 23 and 27 months after the trade date. The determination date is subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur with respect to any basket index.
|
Maturity Date:
|
To be set on the trade date and expected to be the second business day after the scheduled determination date
|
Initial Basket Level:
|
100.00
|
Final Basket Level:
|
The sum of the products, calculated for each basket index, of: (i) (a) the final index level of that basket index divided by (b) the initial index level of that basket index times (ii) the initial weighted value of that basket index
|
Initial Index Level of the EURO STOXX 50® Index:
|
To be set on the trade date and may be an intraday level which may be higher or lower than the actual closing level of such basket index on the trade date
|
Initial Index Level of the TOPIX® Index:
|
To be set on the trade date and may be an intraday level which may be higher or lower than the actual closing level of such basket index on the trade date
|
Initial Index Level of the FTSE® 100 Index:
|
To be set on the trade date and may be an intraday level which may be higher or lower than the actual closing level of such basket index on the trade date
|
Initial Index Level of the Swiss Market Index®:
|
To be set on the trade date and may be an intraday level which may be higher or lower than the actual closing level of such basket index on the trade date
|
Initial Index Level of the S&P/ASX 200 Index:
|
To be set on the trade date and may be an intraday level which may be higher or lower than the actual closing level of such basket index on the trade date
|
Final Index Level:
|
With respect to each basket index, the closing level of that basket index on the determination date
|
Basket Return:
|
The quotient of (i) the final basket level minus the initial basket level divided by (ii) the initial basket level, expressed as a positive or negative percentage
|
Upside Participation Rate:
|
130.00%
|
Buffer Level:
|
87.50, which is 87.50% of the initial basket level (equal to a -12.50% basket return)
|
Buffer Amount:
|
12.50%
|
Buffer Rate:
|
The quotient of the initial basket level divided by the buffer level, which equals approximately 114.29%
|
Maximum Settlement Amount:
|
To be set on the trade date and expected to be between $1,197.21 and $1,232.05 per $1,000 stated principal amount note
|
Cap Level:
|
To be set on the trade date and expected to be between 115.17% and 117.85% of the initial basket level
|
CUSIP/ISIN:
|
17329QNG1 / US17329QNG19
|
HYPOTHETICAL PAYMENT AT MATURITY*
|
Hypothetical Final Basket Level (as % of Initial Basket Level)
|
Hypothetical Cash Settlement Amount (as % of Stated Principal Amount)
|
200.000%
|
119.721%
|
175.000%
|
119.721%
|
150.000%
|
119.721%
|
115.170%
|
119.721%
|
110.000%
|
113.000%
|
105.000%
|
106.500%
|
100.000%
|
100.000%
|
95.000%
|
100.000%
|
87.500%
|
100.000%
|
75.000%
|
85.714%
|
50.000%
|
57.143%
|
25.000%
|
28.571%
|
0.000%
|
0.000%
|
*assumes the cap
level is set at the bottom of the cap level range of between 115.17% and 117.85% of the initial basket level
Please read the section titled “Summary Risk Factors” in
this pricing supplement as well as the more detailed description of risks relating to an investment in the notes contained in the section
“Risk Factors Relating to the Securities” beginning on page EA-7 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.
SUMMARY INFORMATION
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, such as market disruption events and other events affecting the basket indices. These events and their consequences are described in the accompanying product supplement in the sections “Description of the Securities—Consequences of a Market Disruption Event; Postponement of a Valuation Date” and “Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Index—Discontinuance or Material Modification of an Underlying Index,” and not in this pricing supplement. The accompanying underlying supplement contains important disclosures regarding certain of the basket indices 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. References to “securities” in the accompanying product supplement include the notes.
|
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 Index*
|
Weight
|
Initial Weighted Value**
|
EURO STOXX 50® Index
|
36.00%
|
36.00
|
TOPIX® Index
|
29.00%
|
29.00
|
FTSE® 100 Index
|
16.00%
|
16.00
|
Swiss Market Index®
|
11.00%
|
11.00
|
S&P/ASX 200 Index
|
8.00%
|
8.00
|
* Each basket index is referred to as an “underlying
index” and the sponsor for each basket index is referred to as an “underlying index publisher” in the accompanying product
supplement.
** The initial weighted value of each basket index is equal
to its weight times the initial basket level of 100.00.
Stated principal amount: each note will have a stated principal
amount of $1,000
Purchase at amount other than the stated principal amount: the
amount we will pay you at the stated maturity date for your notes will not be adjusted based on the issue price you pay for your notes,
so if you acquire notes at a premium (or discount) to the stated principal amount and hold them to the stated maturity date, it could
affect your investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would have been
had you purchased the notes at the stated principal amount. Also, the stated buffer level would not offer the same measure of protection
to your investment as would be the case if you had purchased the notes at the stated principal amount. Additionally, the cap level would
be triggered at a lower (or higher) percentage return than indicated below, relative to your initial investment. See “Summary Risk
Factors — If You Purchase Your Notes at a Premium to the Stated Principal Amount, the Return on Your Investment Will Be Lower Than
the Return on Notes Purchased at the Stated Principal Amount and the Impact of Certain Key Terms of the Notes Will be Negatively Affected”
starting on page PS-16 of this pricing supplement
Cash settlement amount (paid on the maturity date): on the maturity
date, for each $1,000 stated principal amount of notes you then hold, we will pay you an amount in cash equal to:
|
●
|
if the final basket level is greater than or equal to the cap level, the maximum settlement amount;
|
|
●
|
if the final basket level is greater than the initial basket level but less than the cap level, the sum of (i)
$1,000 plus (ii) the product of (a) $1,000 times (b) the upside participation rate times (c) the basket return;
|
|
●
|
if the final basket level is equal to or less than the initial basket level but greater than or equal to
the buffer level, $1,000; or
|
|
●
|
if the final basket level is less than the buffer level, the sum of (i) $1,000 plus (ii) the product of
(a) the buffer rate times (b) the sum of the basket return plus the buffer amount times (c) $1,000
|
Initial basket level: 100.00
Final basket level: the sum of the products, calculated for each
basket index, of: (i) (a) the final index level of that basket index divided by (b) the initial index level of that basket index
times (ii) the initial weighted value of that basket index
Initial index level of the EURO STOXX 50® Index (to
be set on the trade date and may be an intraday level which may be higher or lower than the actual closing level of such basket index
on the trade date):
Initial index level of the TOPIX® Index (to be set
on the trade date and may be an intraday level which may be higher or lower than the actual closing level of such basket index on the
trade date):
Initial index level of the FTSE® 100 Index (to be
set on the trade date and may be an intraday level which may be higher or lower than the actual closing level of such basket index on
the trade date):
Initial index level of the Swiss Market Index® (to
be set on the trade date and may be an intraday level which may be higher or lower than the actual closing level of such basket index
on the trade date):
Initial index level of the S&P/ASX 200 Index (to be set on the
trade date and may be an intraday level which may be higher or lower than the actual closing level of such basket index on the trade date):
Final index level: with respect to each basket index, the closing
level of that basket index on the determination date; except in the limited circumstances described under “Description of the Securities
— Certain Additional Terms for Securities Linked to an Underlying Index — Discontinuance or Material Modification of an Underlying
Index” on page EA-40 of the accompanying product supplement and subject to adjustment as provided under “Description of the
Securities — Certain Additional Terms for Securities Linked to an Underlying Index — Determining the Closing Level”
on page EA-37 of the accompanying product supplement and “Description of the Securities — Consequences of a Market Disruption
Event; Postponement of a Valuation Date” on page EA-22 of the accompanying product supplement.
Basket return: the quotient of (i) the final basket level
minus the initial basket level divided by (ii) the initial basket level, expressed as a positive or negative percentage
Upside participation rate: 130.00%
Cap level (to be set on the trade date): expected to be between
115.17% and 117.85% of the initial basket level
Maximum settlement amount (to be set on the trade date): expected
to be between $1,197.21 and $1,232.05 per $1,000 stated principal amount note
Buffer level: 87.50, which is 87.50% of the initial basket level
Buffer amount: 12.50%
Buffer rate: the quotient of the initial basket level
divided by the buffer level, which equals approximately 114.29%
Trade date: ----------, 2021.
The trade date is referred to as the “pricing date” in the accompanying product supplement.
Original issue date (settlement date) (to be set on the trade date):
expected to be the fifth scheduled business day following the trade date. See “Supplemental plan of distribution” below
for additional information.
Determination date (to be set on the trade date): expected to
be between 23 and 27 months after the trade date. The determination date is referred to as the “valuation date” in the accompanying
product supplement and is subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur
with respect to any basket index, as described under “Description of the Securities — Consequences of a Market Disruption
Event; Postponement of a Valuation Date” on page EA-22 of the accompanying product supplement. For the avoidance of doubt, as described
in the accompanying product supplement, if the determination date is postponed for a reason that affects fewer than all of the basket
indices, the final basket level will be calculated based on (i) for each unaffected basket index, its closing level on the originally
scheduled determination date and (ii) for each affected basket index, its closing level on the determination date as postponed (or, if
earlier, the first scheduled trading day for that basket index following the originally scheduled determination date on which a market
disruption event did not occur with respect to that basket index).
Maturity date (to be set on the trade date): expected to be the
second business day after the scheduled determination date
No interest: the notes will not bear interest
No listing: the notes will not be listed on any securities exchange
or interdealer quotation system
No redemption: the notes will not be subject to redemption before
maturity
Business day: as described under “Description
of the Securities — General” on page EA-21 in the accompanying product supplement.
Scheduled trading day: with respect to each
basket index, as described under “Description of the Securities — Certain Additional Terms for Securities Linked to an Underlying
Index — Definitions of Market Disruption Event and Scheduled Trading Day and Related Definitions” on page EA-37 of the accompanying
product supplement.
Supplemental plan of distribution: Citigroup
Global Markets Holdings Inc. expects to sell to CGMI, and CGMI expects to purchase from Citigroup Global Markets Holdings Inc., the aggregate
stated principal amount of the offered notes specified on the front cover of this pricing supplement. CGMI proposes initially to offer
the notes to the public and to certain unaffiliated securities dealers at the issue price set forth on the cover page of this pricing
supplement. 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.
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.
Secondary market sales of securities typically settle
two business days after the date on which the parties agree to the sale. Because the settlement date for the notes is more than two business
days after the trade date, investors who wish to sell the notes at any time prior to the second business day preceding the original issue
date will be required to specify an alternative settlement date for the secondary market sale to prevent a failed settlement. Investors
should consult their own investment advisors in this regard.
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, or through a dealer participating in this offering or its affiliates. CGMI or such other of our affiliates or such
dealer or its affiliates may profit from this expected hedging activity even if the value of the notes declines. This hedging activity
could affect the closing levels of the basket indices 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.
ERISA: as described under “Benefit Plan
Investor Considerations” on pages EA-56 and EA-57 in the accompanying product supplement.
Calculation Agent: CGMI
CUSIP: 17329QNG1
ISIN: US17329QNG19
HYPOTHETICAL
EXAMPLES
The table, chart and examples below are provided for purposes of illustration
only. They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the impact
that various hypothetical final basket levels on the determination date could have on the cash settlement amount at maturity.
The table, chart and examples below are based on a range of final basket
levels that are entirely hypothetical; no one can predict what the basket level will be on any day throughout the life of your notes,
and no one can predict what the final basket level will be on the determination date. The basket indices have been highly volatile in
the past — meaning that the levels of the basket indices have changed considerably in relatively short periods — and their
performances cannot be predicted for any future period. Investors in the notes will not receive any dividends on the stocks that constitute
the basket indices. The table and chart below do not show any effect of lost dividend yield over the term of the notes. See “Summary
Risk Factors—Investing in the Notes Is Not Equivalent to Investing in the Basket Indices or the Stocks that Constitute the Basket
Indices” below.
The information in the table, chart and examples below reflects hypothetical
returns on the notes assuming that they are purchased on the original issue date at the stated principal amount and held to the maturity
date. If you sell your notes in a secondary market prior to the maturity date, your return will depend upon the value of your notes at
the time of sale, which may be affected by a number of factors that are not reflected in the table, chart or examples below such as interest
rates, the volatility of the basket indices, the correlation among the basket indices and our and Citigroup Inc.’s creditworthiness.
Please read “Summary Risk Factors—The Value of the Notes Prior to Maturity Will Fluctuate Based on Many Unpredictable Factors”
in this pricing supplement. It is likely that any secondary market price for the notes will be less than the issue price.
The information in the table, chart and examples also reflects the key
terms and assumptions in the box below.
Key Terms and Assumptions
|
Stated principal amount
|
$1,000
|
Cap level
|
115.17, which is 115.17% of the initial basket level
|
Maximum settlement amount
|
$1,197.21 per $1,000 stated principal amount note
|
Upside participation rate
|
130.00%
|
Buffer level
|
87.50, which is 87.50% of the initial basket level
|
Buffer rate
|
approximately 114.29%
|
Buffer amount
|
12.50%
|
Neither a market
disruption event nor a non-scheduled trading day with respect to any basket index occurs on the originally scheduled determination date
No change in or
affecting any of the stocks comprising the basket indices or the method by which the sponsors of the basket indices calculate the basket
indices
Notes purchased
on original issue date at the stated principal amount and held to the stated maturity date
|
Moreover, we have not yet set the initial EURO STOXX 50®
Index level, the initial TOPIX® Index level, the initial FTSE® 100 Index level, the initial Swiss Market
Index® level or the initial S&P/ASX 200 Index level that will serve as the baselines for determining the basket return
and the amount, if any, that we will pay on your notes at maturity. We will not do so until the trade date. As a result, the actual initial
EURO STOXX 50® Index level, the initial TOPIX® Index level, the initial FTSE® 100 Index level,
the initial Swiss Market Index® level and the initial S&P/ASX 200 Index level may differ substantially from the current
level of such basket index prior to the trade date and may be higher or lower than the actual closing level of each basket index on the
trade date. They may also differ substantially from the level of such basket index at the time you purchase your notes.
For these reasons, the actual performance of the basket over the life
of your notes, as well as the amount payable at maturity, if any, may bear little relation to the hypothetical examples shown below or
to the historical basket index levels shown elsewhere in this pricing supplement. For information about the historical levels of the basket
indices during recent periods, see “The Basket and the Basket Indices” below. Before investing in the offered notes, you should
consult publicly available information to determine the levels of the basket indices between the date of this pricing supplement and the
date of your purchase of the offered notes.
The levels in the left column of the table below represent hypothetical
final basket levels and are expressed as percentages of the initial basket level. The amounts in the right column represent the hypothetical
cash settlement amounts, based on the corresponding hypothetical final basket level (expressed as a percentage of the initial basket level),
and are expressed as percentages of the stated principal amount of a note (rounded to the nearest one-thousandth of a percent). Thus,
a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the
outstanding stated principal amount of the notes on the maturity date would equal 100.000% of the stated principal amount of a note, based
on the corresponding hypothetical final basket level (expressed as a percentage of the initial basket level) and the assumptions noted
above.
Hypothetical Final Basket Level (as Percentage of Initial Basket Level)
|
Hypothetical Cash Settlement Amount (as Percentage of Stated Principal Amount)
|
200.000%
|
119.721%
|
175.000%
|
119.721%
|
150.000%
|
119.721%
|
115.170%
|
119.721%
|
110.000%
|
113.000%
|
105.000%
|
106.500%
|
100.000%
|
100.000%
|
95.000%
|
100.000%
|
87.500%
|
100.000%
|
75.000%
|
85.714%
|
50.000%
|
57.143%
|
25.000%
|
28.571%
|
0.000%
|
0.000%
|
If, for example, the final basket level were determined to be 25.000%
of the initial basket level, the cash settlement amount that we would deliver on your notes at maturity would be approximately 28.571%
of the stated principal amount of your notes, as shown in the table above. As a result, if you purchased your notes on the original issue
date at the stated principal amount and held them to the maturity date, you would lose approximately 71.429% of your investment. In addition,
if the final basket level were determined to be 200.000% of the initial basket level, the cash settlement amount that we would deliver
on your notes at maturity would be capped at the maximum settlement amount (expressed as a percentage of the stated principal amount),
or 119.721% of each $1,000 stated principal amount of your notes, as shown in the table above. As a result, you would not benefit from
any increase in the final basket level over 115.170% of the initial basket level.
The table above demonstrates the diminishing benefit of the buffer feature
of the notes the lower the final basket level. For example, if the final basket level were determined to be 75.000% of the initial basket
level, the cash settlement amount that we would deliver on your notes at maturity would be approximately 85.714% of the stated principal
amount of your notes, resulting in an effective buffer (i.e., the difference between the basket return and your return on the notes) of
approximately 10.714%. However, if the final basket level were determined to be 50.000% of the initial basket level, the cash settlement
amount that we would deliver on your notes at maturity would be approximately 57.143% of the stated principal amount of your notes, resulting
in an effective buffer of only approximately 7.143%. The lower the final basket level, the lower the effective buffer provided by the
notes will be.
The following chart also shows a graphical illustration of the hypothetical
cash settlement amounts that we would pay on your notes on the maturity date, if the final basket level (expressed as a percentage of
the initial basket level) were any of the hypothetical levels shown on the horizontal axis. The chart shows that any hypothetical final
basket level (expressed as a percentage of the initial basket level) of less than 87.500% (the section left of the 87.500% marker on the
horizontal axis) would result in a hypothetical cash settlement amount of less than 100.000% of the stated principal amount of your notes
(the section below the 100.000% marker on the vertical axis) and, accordingly, in a loss of principal to the holder of the notes. The
chart also shows that any hypothetical final basket level (expressed as a percentage of the initial basket level) of greater than or equal
to 115.170% (the section right of the 115.170% marker on the horizontal axis) would result in a capped return on your investment.
Set forth below are five examples of cash settlement amount calculations,
reflecting a hypothetical maximum settlement amount of $1,119.72 per $1,000 stated principal amount note and assuming final index levels
for each basket index as indicated in the examples. These examples are for purposes of illustration only and the values used in the examples
may have been rounded for ease of analysis.
The levels in Column A represent the hypothetical initial index levels
for each basket index, and the levels in Column B represent the hypothetical final index levels for each basket index. The percentages
in Column C represent the hypothetical final index levels in Column B expressed as percentages of the corresponding hypothetical initial
index levels in Column A. The amounts in Column D represent the applicable initial weighted value for each basket index, and the amounts
in Column E represent the products of the percentages in Column C times the corresponding amounts in Column D. The final
basket level for each example is shown beneath each example, and will equal the sum of the five products shown in Column E. The
basket return for each example is shown beneath the final basket level for such example, and will equal the quotient of (i) the
final basket level for such example minus the initial basket level divided by (ii) the initial basket level, expressed
as a positive or negative percentage.
The hypothetical initial index level for each basket index of 100.00
has been chosen for illustrative purposes only and may not represent a likely initial index level for that basket index. For historical
data regarding the actual historical levels of the basket indices, please see the historical information set forth below under “The
Basket and the Basket Indices.”
Example 1: The final basket level is greater
than the cap level.
|
Column A
|
Column B
|
Column C
|
Column D
|
Column E
|
Basket Index
|
Hypothetical
Initial Index Level
|
Hypothetical
Final Index Level
|
Column B / Column A (expressed as
a percentage)
|
Initial
Weighted
Value
|
Column C × Column D
|
EURO STOXX 50® Index
|
100.00
|
150.00
|
150.00%
|
36.00
|
54.00
|
TOPIX® Index
|
100.00
|
155.00
|
155.00%
|
29.00
|
44.95
|
FTSE® 100 Index
|
100.00
|
160.00
|
160.00%
|
16.00
|
25.60
|
Swiss Market Index®
|
100.00
|
170.00
|
170.00%
|
11.00
|
18.70
|
S&P/ASX 200 Index
|
100.00
|
175.00
|
175.00%
|
8.00
|
14.00
|
|
|
|
Final Basket Level
|
157.25
|
|
|
|
Basket Return
|
57.25%
|
In this example, the hypothetical final index level of each basket index is greater than its hypothetical initial index level, which results
in the hypothetical final basket level being greater than the initial basket level of 100.00. Because the hypothetical final basket level
is 157.25, which is greater than the hypothetical cap level of 115.17, the hypothetical cash
settlement amount would be capped at the hypothetical maximum settlement amount of $1,119.72 per note.
Example 2: The final basket level is greater
than the initial basket level but less than the cap level.
|
Column A
|
Column B
|
Column C
|
Column D
|
Column E
|
Basket Index
|
Hypothetical
Initial Index Level
|
Hypothetical
Final Index Level
|
Column B / Column A (expressed as
a percentage)
|
Initial
Weighted
Value
|
Column C × Column D
|
EURO STOXX 50® Index
|
100.00
|
105.00
|
105.00%
|
36.00
|
37.80
|
TOPIX® Index
|
100.00
|
105.00
|
105.00%
|
29.00
|
30.45
|
FTSE® 100 Index
|
100.00
|
110.00
|
110.00%
|
16.00
|
17.60
|
Swiss Market Index®
|
100.00
|
103.00
|
103.00%
|
11.00
|
11.33
|
S&P/ASX 200 Index
|
100.00
|
107.75
|
107.75%
|
8.00
|
8.62
|
|
|
|
Final Basket Level
|
105.80
|
|
|
|
Basket Return
|
5.80%
|
In this example, the hypothetical final index level of each basket index is greater than its hypothetical initial index level, which results
in the hypothetical final basket level being greater than the initial basket level of 100.00. Because the hypothetical final basket level
is 105.80, which is less than the hypothetical cap level of 115.17, the hypothetical cash settlement
amount per note would equal:
Cash settlement amount = $1,000 + ($1,000 × 130.00% × 5.80%)
= $1,075.40
Example 3: The final basket level is less than
the initial basket level but greater than the buffer level.
|
Column A
|
Column B
|
Column C
|
Column D
|
Column E
|
Basket Index
|
Hypothetical
Initial Index Level
|
Hypothetical
Final Index Level
|
Column B / Column A (expressed as
a percentage)
|
Initial
Weighted
Value
|
Column C × Column D
|
EURO STOXX 50® Index
|
100.00
|
101.08
|
101.08%
|
36.00
|
36.39
|
TOPIX® Index
|
100.00
|
90.00
|
90.00%
|
29.00
|
26.10
|
FTSE® 100 Index
|
100.00
|
85.00
|
85.00%
|
16.00
|
13.60
|
Swiss Market Index®
|
100.00
|
95.00
|
95.00%
|
11.00
|
10.45
|
S&P/ASX 200 Index
|
100.00
|
110.00
|
110.00%
|
8.00
|
8.80
|
|
|
|
Final Basket Level
|
95.34
|
|
|
|
Basket Return
|
-4.66%
|
In this example, even though the hypothetical final index levels for the EURO STOXX 50® Index and the S&P/ASX 200 Index
are greater than their hypothetical initial index levels, the negative returns of the TOPIX® Index, the FTSE®
100 Index and the Swiss Market Index® more than offset the
positive returns on the EURO STOXX 50® Index and the S&P/ASX 200 Index, which results in the hypothetical final basket
level being less than the initial basket level of 100.00. Since the hypothetical final basket level of 95.34 is greater than the buffer
level of 87.50, the hypothetical cash settlement amount would equal $1,000.00 per note.
Example 4: The final basket level is less than
the buffer level.
|
Column A
|
Column B
|
Column C
|
Column D
|
Column E
|
Basket Index
|
Hypothetical
Initial Index Level
|
Hypothetical
Final Index Level
|
Column B / Column A (expressed as
a percentage)
|
Initial
Weighted
Value
|
Column C × Column D
|
EURO STOXX 50® Index
|
100.00
|
42.00
|
42.00%
|
36.00
|
15.12
|
TOPIX® Index
|
100.00
|
65.00
|
65.00%
|
29.00
|
18.85
|
FTSE® 100 Index
|
100.00
|
75.00
|
75.00%
|
16.00
|
12.00
|
Swiss Market Index®
|
100.00
|
77.00
|
77.00%
|
11.00
|
8.47
|
S&P/ASX 200 Index
|
100.00
|
65.00
|
65.00%
|
8.00
|
5.20
|
|
|
|
Final Basket Level
|
59.64
|
|
|
|
Basket Return
|
-40.36%
|
In this example, the hypothetical final index level of each basket index is less than its hypothetical initial index level, which results
in the hypothetical final basket level being less than the initial basket level of 100.00. Because the
hypothetical final basket level is 59.64 and is less than the buffer
level of 87.50, the hypothetical cash settlement amount per note would equal:
Cash settlement amount = $1,000 + [$1,000 × (100.00/87.50) ×
(-40.36% + 12.50%)] = $681.60
Example 5: The final basket level is less than
the buffer level.
|
Column A
|
Column B
|
Column C
|
Column D
|
Column E
|
Basket Index
|
Hypothetical
Initial Index Level
|
Hypothetical
Final Index Level
|
Column B / Column A (expressed as
a percentage)
|
Initial
Weighted
Value
|
Column C × Column D
|
EURO STOXX 50® Index
|
100.00
|
40.00
|
40.00%
|
36.00
|
14.40
|
TOPIX® Index
|
100.00
|
102.00
|
102.00%
|
29.00
|
29.58
|
FTSE® 100 Index
|
100.00
|
101.00
|
101.00%
|
16.00
|
16.16
|
Swiss Market Index®
|
100.00
|
130.00
|
130.00%
|
11.00
|
14.30
|
S&P/ASX 200 Index
|
100.00
|
130.00
|
130.00%
|
8.00
|
10.40
|
|
|
|
Final Basket Level
|
84.84
|
|
|
|
Basket Return
|
-15.16%
|
In this example, the hypothetical final index level of the EURO STOXX 50® Index is less than its hypothetical initial index
level, while the hypothetical final index levels of the other four basket indices are each greater than their hypothetical initial index
levels.
Because the basket is unequally weighted, increases in the lower weighted
basket indices will be offset by decreases in the higher weighted basket indices. In this example, the large decline in the level of the
EURO STOXX 50® Index results in the hypothetical final basket level being less than 100.00 even though the levels of the
other basket indices increased.
Since the hypothetical final basket level is 84.84 and is less than
the buffer level of 87.50, the hypothetical cash settlement amount per note would equal:
Cash settlement amount = $1,000 + [$1,000 × (100.00/87.50) ×
(-15.16% + 12.50%)] = $969.60
The cash settlement amounts shown above are entirely hypothetical; they
are based on levels of the basket indices that may not be achieved on the determination date. The actual cash settlement amount you receive
on the maturity date may bear little relation to the hypothetical cash settlement amounts shown above, and these amounts should not be
viewed as an indication of the financial return on an investment in the notes. The actual market value of your notes on the stated maturity
date or at any other time, including any time you may wish to sell your notes, may bear little relation to the hypothetical cash settlement
amounts shown above, and these amounts should not be viewed as an indication of the financial return on an investment in the offered notes.
The hypothetical cash settlement amounts on notes held to the stated maturity date in the examples above assume you purchased your notes
at their stated principal amount and have not been adjusted to reflect the actual issue price you pay for your notes. The return on your
investment (whether positive or negative) in your notes will be affected by the amount you pay for your notes. If you purchase your notes
for a price other than the stated principal amount, the return on your investment will differ from, and may be significantly lower than,
the hypothetical returns suggested by the above examples. Please read “Summary Risk Factors — The Value of the Notes Prior
to Maturity Will Fluctuate Based on Many Unpredictable Factors” on page PS-14 of this pricing supplement.
We cannot predict the actual final basket level or what the value of your notes will be on any particular day, nor can we predict the relationship between the level of each basket index and the value of your notes at any time prior to the maturity date. The actual amount that you will receive, if any, at maturity and the return on the notes will depend on the cap level and the maximum settlement amount, which we will set on the trade date, and the actual final basket level determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes, if any, on the maturity date may be very different from the information reflected in the table, chart and examples above.
|
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 indices. 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 Securities” beginning on page EA-7 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 notes 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 basket depreciates by more than the buffer amount, you will receive less than the stated principal amount of your notes at maturity.
You should understand that any depreciation of the basket beyond the buffer amount will result in a loss of more than 1% of the stated
principal amount for each 1% by which the depreciation exceeds the buffer amount, which will progressively offset any protection that
the buffer amount would offer. Accordingly, the lower the final basket level, the less benefit you will receive from the buffer. There
is no minimum payment at maturity, and you may lose up to all of your investment.
The Initial Index Level of Each Basket Index
Will Be Determined at the Discretion of CGMI, as the Calculation Agent
The initial index level of each basket index may be
an intraday level of that basket index on the trade date, as determined by the calculation agent in its sole discretion, and may not be
based on the closing level of that basket index on the trade date. The initial index level of any or each basket index may be higher or
lower than its actual closing level on the trade date. Although the calculation agent will determine the initial index level of each basket
index in good faith, the discretion exercised by the calculation agent in determining the initial index levels could have an impact (positive
or negative) on the value of your notes. The calculation agent is under no obligation to consider your interests as a holder of the notes
in taking any actions that might affect the value of your notes, including the determination of the initial index levels.
The Notes Do Not Pay Interest
Unlike conventional debt securities, the notes do
not pay interest or any other amounts prior to maturity. You should not invest in the notes if you seek current income during the term
of the notes.
Your Potential Return On the Notes Is Limited
Your potential total return on the notes at maturity
is limited by the maximum settlement amount. Any increase in the final basket level over the cap level will not increase your return on
the notes and will progressively reduce the effective degree of your participation in the appreciation of the basket.
The Determination Date of the Notes Is a Pricing
Term and Will Be Determined by the Issuer on the Trade Date
We will not determine the determination date until
the trade date, so you will not know the exact term of, or the maturity date for, the notes at the time that you make your investment
decision. The term of the notes could be as short as the shorter end of the determination date range described on PS-5, and as long as
the longer end of the determination date range. You should be willing to hold your notes until the latest possible maturity date contemplated
by the determination date range. The determination date selected by us could have an impact on the value of the notes. Assuming no changes
in other economic terms of the notes, the value of the notes would likely be lower if the term of the notes is at the longer end of the
determination date range, rather than the shorter end of the determination date range.
Investing in the Notes Is Not Equivalent to Investing
in the Basket Indices or the Stocks that Constitute the Basket Indices
You will not have voting rights, rights to receive
dividends or other distributions or any other rights with respect to the stocks that constitute the basket indices. The payment scenarios
described in this pricing supplement do not show any effect of lost dividend yield over the term of the notes.
Your Payment at Maturity Depends on the Closing
Levels of the Basket Indices on a Single Day
Because your payment at maturity depends on the closing
levels of the basket indices solely on the determination date, you are subject to the risk that the closing levels of the basket indices
on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of the notes. If you had invested
in another instrument linked to the basket indices that you could sell for full value at a time selected by you, or if the payment at
maturity were based on an average of closing levels of the basket indices, you might have achieved better returns.
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.
The Estimated Value of the Notes on the Trade
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) hedging and other costs incurred by us
and our affiliates in connection with the offering of the notes and (ii) 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 also include a fee paid to
SIMON Markets LLC, an electronic platform affiliated with Goldman Sachs & Co. LLC, who is acting as a dealer in connection with the
distribution of 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 and correlation among the basket indices, dividend yields on the stocks that constitute
the basket indices 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
an interest rate that we will pay to investors in the notes, 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 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.
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.
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 level and volatility of the basket indices and a number of other factors, including the price and volatility of the stocks
that constitute the basket indices, the correlation among the basket indices, the dividend yields on the stocks that constitute the basket
indices, the volatility of the exchange rate between the U.S. dollar and each of the currencies in which the stocks included in the basket
indices trade, the correlation between those exchange rates and the level of the applicable basket index, 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 indices 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.
If the Level of the Basket Changes, the Market
Value of Your Notes May Not Change in the Same Manner
Your notes may trade quite differently from the performance
of the basket. Changes in the level of the basket may not result in a comparable change in the market value of your notes. We discuss
some of the reasons for this disparity under “— The Value of the Notes Prior to Maturity Will Fluctuate Based on Many Unpredictable
Factors” above.
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.
The Basket Indices May Offset Each Other
The performance of one basket index may not correlate
with the performance of the other basket indices. If one or more basket indices appreciate, one or more other basket indices may not appreciate
as much or may even depreciate. In such event, the appreciation of any appreciating basket indices may be moderated, wholly offset or
more than offset by lesser appreciation or by depreciation in the levels of the other basket indices.
The Basket Indices
Are Unequally Weighted
The basket indices are unequally weighted. Accordingly,
the performance of the basket indices with the higher weighting (in this case, the EURO STOXX 50® Index and, to a lesser
extent, the TOPIX® Index and the FTSE® 100 Index) will influence the cash settlement amount to a greater
degree than the performance of the basket indices with the lower weighting (in this case, the Swiss Market Index®
and S&P/ASX 200 Index). If the basket indices with the higher weightings perform poorly, their poor performances could negate or diminish
the effect on the basket return of any positive performances by the lower-weighted basket indices.
The Basket Indices 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. Moreover, the economies in such countries may differ favorably or unfavorably
from the economy of the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources
and self-sufficiency.
The Performance of the Basket Indices Will Not
Be Adjusted for Changes in Currency Exchange Rates
The EURO STOXX 50® Index is composed
of stocks traded in euro, the TOPIX® Index is composed of stocks traded in Japanese yen, the FTSE® 100 Index
is composed of stocks traded in pound sterling, the Swiss Market Index® is composed of stocks traded in Swiss franc and
the S&P/ASX 200 Index is composed of stocks traded in Australian
dollars. The value of each of these foreign currencies
may each be subject to a high degree of fluctuation relative to the U.S. dollar. However, the performance of the basket indices and the
value of your notes will not be adjusted for exchange rate fluctuations. If the euro, Japanese yen, pound sterling, Swiss franc and/or
the Australian dollar 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 changes in the levels of the basket indices.
An Investment in the Notes is Not a Diversified
Investment
The fact that the notes are linked to a basket does
not mean that the notes represent a diversified investment. First, although the basket indices differ in important respects, they each
track the performance of developed non-U.S. equity markets, and each may perform poorly if there is a global downturn in equity markets
generally or in developed non-U.S. equity markets in particular. Second, the notes 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 indices will offset the risk
that we and Citigroup Inc. may default on our obligations.
Our Offering of the Notes Does Not Constitute
a Recommendation of the Basket or the Basket Indices
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 indices 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
that constitute the basket indices or in instruments related to the basket indices or such stocks and may publish research or express
opinions, that in each case are inconsistent with an investment linked to the basket indices. These and other activities of our affiliates
may affect the levels of the basket indices in a way that has a negative impact on your interests as a holder of the notes.
The Level of a Basket Index 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, or through a dealer participating in this offering or its affiliates, who may take positions
directly in the stocks that constitute the basket indices and other financial instruments related to the basket indices or such stocks
and may adjust such positions during the term of the notes. Our affiliates also trade the stocks that constitute the basket indices and
other financial instruments related to the basket indices or such stocks 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. Any dealer participating
in the offering of the notes or its affiliates may engage in similar activities. These activities could affect the levels of the basket
indices in a way that negatively affects the value of the notes. They could also result in substantial returns for us or our affiliates
or any dealer or its affiliates while the value of the notes declines. If the dealer from which you purchase notes is to conduct hedging
activities for us in connection with the notes, that dealer may profit in connection with such hedging activities and such profit, if
any, will be in addition to the compensation that the dealer receives for the sale of the notes to you. You should be aware that the potential
to earn fees in connection with hedging activities may create a further incentive for the dealer to sell the notes to you in addition
to the compensation they would receive for the sale of the notes.
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 stocks that constitute the basket indices, 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. Any dealer participating
in the offering of the notes or its affiliates may engage in similar activities.
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, or the discontinuance of a basket index, 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.
Adjustments to the Basket Indices May Affect
the Value of Your Notes
The sponsors of the basket indices may add, delete
or substitute the stocks that constitute the basket indices or make other methodological changes that could affect the levels of the basket
indices. The sponsors of the basket indices may discontinue or suspend calculation or publication of the basket indices at any time without
regard to your interests as holders of the notes.
We May Sell an Additional Aggregate Stated Principal
Amount of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional
aggregate stated principal amount of the notes subsequent to the date of this pricing supplement. The issue price of the notes in the
subsequent sale may differ substantially (higher or lower) from the original issue price you paid as provided on the cover of this pricing
supplement.
If You Purchase Your Notes at a Premium to the
Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Stated Principal Amount
and the Impact of Certain Key Terms of the Notes Will be Negatively Affected
The cash settlement amount will not be adjusted based
on the issue price you pay for the notes. If you purchase notes at a price that differs from the stated principal amount of the notes,
then the return on your investment in such notes held to the stated maturity date will differ from, and may be substantially less than,
the return on notes purchased at the stated principal amount. If you purchase your notes at a premium to the stated principal amount and
hold them to the stated maturity date, the return on your investment in the notes will be lower than it would have been had you purchased
the notes at the stated principal amount or a discount to the stated principal amount. In addition, the impact of the buffer level and
the cap level on the return on your investment will depend upon the price you pay for your notes relative to the stated principal amount.
For example, if you purchase your notes at a premium to the stated principal amount, the cap level will only permit a lower percentage
increase in your investment in the notes than would have been the case for notes purchased at the stated principal amount or a discount
to the stated principal amount. Similarly, the buffer level, while still providing some protection for the return on the notes, will allow
a greater percentage decrease in your investment in the notes than would have been the case for notes purchased at the stated principal
amount or a discount to the stated principal amount.
The U.S. Federal Tax Consequences of an Investment
in the Notes Are Unclear
There is no direct legal authority regarding the proper U.S. federal
tax treatment of the notes, 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 notes are uncertain, and the IRS or a court might not agree with the treatment of the
notes as prepaid forward contracts. If the IRS were successful in asserting an alternative treatment of the notes, the tax consequences
of the ownership and disposition of the notes might be materially and adversely affected. Moreover, future legislation, Treasury regulations
or IRS guidance could adversely affect the U.S. federal tax treatment of the notes, possibly retroactively.
If you are a non-U.S. investor, you should review the discussion of
withholding tax issues in “United States Federal Tax Considerations—Non-U.S. Holders” below.
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 notes, as well as tax consequences arising under the laws of any state,
local or non-U.S. taxing jurisdiction.
THE BASKET AND
THE BASKET INDICES
The Basket
The basket consists of five basket indices with the following weights
within the basket: the EURO STOXX 50® Index (36.00%), the TOPIX® Index (29.00%), the FTSE®
100 Index (16.00%), the Swiss Market Index® (11.00%) and the S&P/ASX 200 Index (8.00%).
Historical Information
Because the basket exists solely for purposes of these
notes, historical information on the performance of the basket does not exist for dates prior to the pricing date for these notes. The
graph below sets forth the hypothetical historical daily levels of the basket for the period from January 4, 2016 to September 16, 2021,
assuming that the basket was created on January 5, 2015 with the same basket indices and corresponding weights in the basket and with
a level of 100.00 on that date. The hypothetical performance of the basket is based on the actual closing levels of the basket indices
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
notes.
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 STOXX Benchmark Indices—License Agreement”
in the accompanying underlying supplement.
Please refer to the section “Equity Index Descriptions—The
STOXX Benchmark Indices” in the accompanying underlying supplement for important disclosures regarding the EURO STOXX 50®
Index. In addition, information about the EURO STOXX 50® Index may be obtained from other sources including, but not limited
to, press releases, newspaper articles and other publicly disseminated documents and the index sponsor’s website: stoxx.com, (including
information regarding (i) the top ten constituents and their respective weightings, (ii) the sector weightings and (iii) the country weightings).
We are not incorporating by reference into this document the website or any material it includes. Neither the issuer nor the agent makes
any representation that such publicly available documents or any other publicly available information regarding the index is accurate
or complete.
Historical Closing Levels of the EURO STOXX 50®
Index
The closing level of the EURO STOXX 50® Index has fluctuated
in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level
of the EURO STOXX 50® Index during the period shown below is not an indication that the EURO STOXX 50® Index
is more or less likely to increase or decrease at any time during the life of your notes.
You should not take the historical levels of the EURO STOXX 50®
Index as an indication of the future performance of the EURO STOXX 50® Index. We cannot give you any assurance that
the future performance of the EURO STOXX 50® Index will result in your receiving an amount greater than (or equal to) the
stated principal amount of your notes on the maturity date.
Neither we nor any of our affiliates make any representation to you
as to the performance of the EURO STOXX 50® Index. The actual performance of the EURO STOXX 50® Index over
the life of the notes, as well as the cash settlement amount, may bear little relation to the historical levels shown below.
The graph below shows the closing levels of the EURO STOXX 50®
Index for each day such level was available from January 4, 2016 to September 16, 2021. We obtained the closing levels from Bloomberg
L.P., without independent verification.
The closing level of the EURO STOXX 50® Index on September
16, 2021 was 4,169.87.
TOPIX® Index
The TOPIX® Index tracks the Tokyo Stock
Exchange and is a commonly used statistical indicator of trends in the Japanese stock market. It comprises all domestic common stocks
listed on the TSE First Section. Stocks listed on the TSE First Section are generally large companies with longer established and more
actively traded issues. The TOPIX® Index is calculated and maintained by the Tokyo Stock Exchange. The TOPIX®
Index is reported by Bloomberg L.P. under the ticker symbol “TPX.”
The TOPIX® Trademarks, including “TOPIX®”
and “TOPIX® Index,” are subject to the intellectual property rights owned by the Tokyo Stock Exchange, Inc.,
and have been licensed for use by Citigroup Inc. and its affiliates. For more information, see “Equity Index Descriptions—The
TOPIX® Index—License Agreement” in the accompanying underlying supplement.
Please refer to the section “Equity Index Descriptions—The
TOPIX® Index” in the accompanying underlying supplement for important disclosures regarding the TOPIX®
Index. In addition, information about the TOPIX® Index may be obtained from other sources including, but not limited to,
press releases, newspaper articles and other publicly disseminated documents and the index sponsor’s website: jpx.co.jp/english/markets/indices/topix/,
(including information regarding (i) the top ten constituents and their respective weightings, and (ii) the sector weightings. We are
not incorporating by reference into this document the website or any material it includes. Neither the issuer nor the agent makes any
representation that such publicly available documents or any other publicly available information regarding the index is accurate or complete.
Historical Closing Levels of the TOPIX®
Index
The closing level of the TOPIX® Index has fluctuated
in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level
of the TOPIX® Index during the period shown below is not an indication that the TOPIX® Index is more or
less likely to increase or decrease at any time during the life of your notes.
You should not take the historical levels of the TOPIX®
Index as an indication of the future performance of the TOPIX® Index. We cannot give you any assurance that the future
performance of the TOPIX® Index will result in your receiving an amount greater than (or equal to) the stated principal
amount of your notes on the maturity date.
Neither we nor any of our affiliates make any representation to you
as to the performance of the TOPIX® Index. The actual performance of the TOPIX® Index over the life of the
notes, as well as the cash settlement amount, may bear little relation to the historical levels shown below.
The graph below shows the closing levels of the TOPIX®
Index for each day such level was available from January 4, 2016 to September 16, 2021. We obtained the closing levels from Bloomberg
L.P., without independent verification.
The closing level of the TOPIX® Index on September 16,
2021 was 2,090.16.
FTSE® 100 Index
The FTSE® 100 Index measures the composite
price performance of stocks of the largest 100 companies (determined on the basis of market capitalization) traded on the London Stock
Exchange. The FTSE® 100 Index is reported by Bloomberg L.P. under the ticker symbol “UKX.”
FTSE International Limited (“FTSE”) and
its licensors and CGMI have entered into a non-exclusive license agreement providing for the license to Citigroup Inc. and its affiliates,
in exchange for a fee, of the right to use the FTSE® 100 Index, which is owned and published by FTSE, in connection with
certain financial instruments, including the notes. For more information, see “Equity Index Descriptions—The FTSE®
100 Index—License Agreement” in the accompanying underlying supplement.
Please refer to the
section “Equity Index Descriptions—The FTSE® 100 Index” in the accompanying underlying supplement for
important disclosures regarding the FTSE® 100 Index. In addition, information about the FTSE® 100 Index
may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents
and the index sponsor’s website: ftse.com/products/indices/uk, (including information regarding (i) the top five constituents and
their respective weightings and (ii) the sector weightings). We are not incorporating by reference into this document the website or any
material it includes. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly
available information regarding the index is accurate or complete.
Historical Closing Levels of the FTSE®
100 Index
The closing level of the FTSE® 100 Index has fluctuated
in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level
of the FTSE® 100 Index during the period shown below is not an indication that the FTSE® 100 Index is more
or less likely to increase or decrease at any time during the life of your notes.
You should not take the historical levels of the FTSE®
100 Index as an indication of the future performance of the FTSE® 100 Index. We cannot give you any assurance that
the future performance of the FTSE® 100 Index will result in your receiving an amount greater than (or equal to) the stated
principal amount of your notes on the maturity date.
Neither we nor any of our affiliates make any representation to you
as to the performance of the FTSE® 100 Index. The actual performance of the FTSE® 100 Index over the life
of the notes, as well as the cash settlement amount, may bear little relation to the historical levels shown below.
The graph below shows the closing levels of the FTSE®
100 Index for each day such level was available from January 4, 2016 to September 16, 2021. We obtained the closing levels from Bloomberg
L.P., without independent verification.
The closing level of the FTSE® 100 Index on September
16, 2021 was 7,027.48.
Swiss Market Index®
The Swiss Market Index (“SMI®”) represents
approximately 85% of the free float capitalization of the Swiss equity market. The SMI® is a free-float adjusted market
capitalization-weighted price return index of the Swiss equity market. The SMI® is reported by Bloomberg L.P. under the
ticker symbol “SMI.”
SIX Swiss Exchange Ltd (“SIX Swiss Exchange”)
and its licensors and Citigroup Global Markets Holdings Inc. have entered into a non-exclusive license agreement providing for the license
to Citigroup Global Markets Holdings Inc. and its affiliates, in exchange for a fee, of the right to use the SMI®, which
is owned and published by SIX Swiss Exchange, in connection with certain financial instruments, including the notes. For more information,
see “Equity Index Descriptions—The Swiss Market Index—License Agreement” in the accompanying underlying supplement.
Please refer to the section “Equity Index Descriptions—The
Swiss Market Index” in the accompanying underlying supplement for important disclosures regarding the SMI®. In addition,
information about the SMI® may be obtained from other sources including, but not limited to, press releases, newspaper
articles and other publicly disseminated documents and the index sponsor’s website: . six-swiss-exchange.com/indices/data_centre/shares/smi_en.html,
(including information regarding (i) the top ten constituents and their respective weightings and (ii) the sector weightings). We are
not incorporating by reference into this document the website or any material it includes. Neither the issuer nor the agent makes any
representation that such publicly available documents or any other publicly available information regarding the index is accurate or complete.
Historical Closing Levels of the Swiss Market
Index®
The closing level of the Swiss Market Index® has fluctuated
in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level
of the Swiss Market Index® during the period shown below is not an indication that the Swiss Market Index®
is more or less likely to increase or decrease at any time during the life of your notes.
You should not take the historical levels of the Swiss Market Index®
as an indication of the future performance of the Swiss Market Index®. We cannot give you any assurance that
the future performance of the Swiss Market Index will result in your receiving an amount greater than (or equal to) the stated principal
amount of your notes on the maturity date.
Neither we nor any of our affiliates make any representation to you
as to the performance of the Swiss Market Index®. The actual performance of the Swiss Market Index® over
the life of the notes, as well as the cash settlement amount, may bear little relation to the historical levels shown below.
The graph below shows the closing levels of the Swiss Market Index®
for each day such level was available from January 4, 2016 to September 16, 2021. We obtained the closing levels from Bloomberg L.P.,
without independent verification.
The closing level of the Swiss Market Index® on September
16, 2021 was 12,028.44.
S&P/ASX 200 Index
The S&P/ASX 200 Index measures the performance of the 200 largest
index-eligible stocks listed on the Australian Securities Exchange (the “ASX”) by float-adjusted market capitalization, and
is widely considered Australia’s benchmark index. The index is float-adjusted, covering approximately 80% of Australian equity market
capitalization. The A&P/ASX 200 Index is reported by Bloomberg L.P. under the ticker symbol “AS51.”
S&P Dow Jones and Citigroup Global Markets Inc. have entered into
a non-exclusive license agreement providing for the license to Citigroup Inc. and its other affiliates, in exchange for a fee, of the
right to use indices owned and published by S&P Dow Jones in connection with certain financial products, including the notes. For
more information, see “Equity Index Descriptions—The S&P/ASX 200 Index—License Agreement” in the accompanying
underlying supplement.
Please refer to the section “Equity Index Descriptions—
The S&P/ASX 200 Index” in the accompanying underlying supplement for important disclosures regarding the S&P/ASX 200 Index.
In addition, information about the SPX/ASX 200 Index may be obtained from other sources including, but not limited to, press releases,
newspaper articles and other publicly disseminated documents and the index sponsor’s website: .us.spindices.com/indices/equity/sp-asx-200
(including information regarding (i) the top ten constituents, (ii) the sector weightings and (iii) the country weightings). We are not
incorporating by reference into this document the website or any material it includes. Neither the issuer nor the agent makes any representation
that such publicly available documents or any other publicly available information regarding the index is accurate or complete.
Historical Closing Levels of the S&P/ASX
200 Index
The closing level of the S&P/ASX 200 Index has fluctuated in the
past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the
S&P/ASX 200 Index during the period shown below is not an indication that the S&P/ASX 200 Index is more or less likely to increase
or decrease at any time during the life of your notes.
You should not take the historical levels of the S&P/ASX 200
Index as an indication of the future performance of the S&P/ASX 200 Index. We cannot give you any assurance that the future performance
of the S&P/ASX 200 Index will result in your receiving an amount greater than (or equal to) the stated principal amount of your notes
on the maturity date.
Neither we nor any of our affiliates make any representation to you
as to the performance of the S&P/ASX 200 Index. The actual performance of the S&P/ASX 200 Index over the life of the notes, as
well as the cash settlement amount, may bear little relation to the historical levels shown below.
The graph below shows the closing levels of the S&P/ASX 200 Index
for each day such level was available from January 4, 2016 to September 16, 2021. We obtained the closing levels from Bloomberg L.P.,
without independent verification.
The closing level of the S&P/ASX 200 Index on September 16, 2021
was 7,460.215.
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, a note
should be treated as a prepaid forward contract for U.S. federal income tax purposes. By purchasing a note, 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. Moreover, our counsel’s opinion is based on market conditions as of the date of
this preliminary pricing supplement and is subject to confirmation on the pricing date.
Assuming this treatment of the notes 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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·
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You should not recognize taxable income over the term of the notes prior to
maturity, other than pursuant to a sale or exchange.
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·
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Upon a sale or exchange of a note (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 note. Such gain or
loss should be long-term capital gain or loss if you held the note for more than one year.
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We do not plan to request a ruling from the IRS regarding the treatment
of the notes. An alternative characterization of the notes could materially and adversely affect the tax consequences of ownership and
disposition of the notes, including the timing and character of income recognized. In addition, the U.S. Treasury Department and the IRS
have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and
similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore,
members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations
or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment
in the notes, possibly with retroactive effect. You should consult your tax adviser regarding possible alternative tax treatments of the
notes and potential changes in applicable law.
Non-U.S. Holders. Subject to the discussions below and 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 notes, 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 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.
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. However, the regulations,
as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2023 that do not have a “delta” of one.
Based on the terms of the notes and representations provided by us as of the date of this preliminary pricing supplement, our 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 subject to withholding tax under Section 871(m).
However, the final determination regarding the treatment of the notes under Section 871(m) will be made as of the pricing date for the
notes, and it is possible that the notes will be subject to withholding tax under Section 871(m) based on the circumstances as of that
date.
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, including your other transactions. You should consult your tax adviser regarding the potential application
of Section 871(m) to the notes.
If withholding tax applies to the notes, we will not be required to
pay any 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 income and estate 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.
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 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. The range for the estimated value of the notes set forth on the cover page
of this preliminary pricing supplement reflects terms of the notes that have not yet been fixed as well as uncertainty on the date of
this preliminary pricing supplement about the inputs to CGMI’s proprietary pricing models on the trade date.
For a period of approximately three months following issuance of the
notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated for the
notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial
information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary
upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the notes.
The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month temporary adjustment
period. However, CGMI is not obligated to buy the notes from investors at any time. See “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.”
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