The information in this
preliminary pricing supplement is not complete and may be changed. A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. This preliminary pricing supplement and the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting
an offer to buy these securities, in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
JULY 30, 2015
|
Citigroup Inc. |
August
, 2015
Medium-Term
Senior Notes, Series G
Pricing
Supplement No. 2015-CMTNG0627
Filed
Pursuant to Rule 424(b)(2)
Registration
Statement No. 333-192302 |
Buffered PLUS Based
on the TOPIX® Index Due September , 2018
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Overview
| ▪ | The securities offered by this preliminary pricing supplement are unsecured debt securities issued by Citigroup Inc. Unlike
conventional debt securities, the securities do not pay interest and do not repay a fixed amount of principal at maturity. Instead,
the securities offer a payment at maturity that may be greater than, equal to or less than the stated principal amount, depending
on the performance of the TOPIX® Index (the “underlying index”) from the initial index level to the
final index level. |
| ▪ | The securities offer leveraged exposure to a limited range of potential appreciation of the underlying index and a limited
buffer against the potential depreciation of the underlying index as described below. In exchange for those features, investors
in the securities must be willing to forgo (i) any appreciation of the underlying index in excess of the maximum return at maturity
specified below and (ii) any dividends that may be paid on the stocks that constitute the underlying index. In addition, investors
in the securities must be willing to accept downside exposure to any depreciation of the underlying index in excess of the 10.00%
buffer amount. If the underlying index depreciates by more than the buffer amount from the pricing date to the valuation date,
you will lose 1% of the stated principal amount of your securities for every 1% by which that depreciation exceeds the buffer amount. |
| ▪ | In order to obtain the modified exposure to the underlying index that the securities provide, investors must be willing to
accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities
if we default on our obligations. All payments on the securities are subject to the credit risk of Citigroup Inc. |
KEY TERMS |
|
Underlying index: |
The TOPIX® Index (ticker symbol: “TPX”) |
Aggregate stated principal amount: |
$ |
Stated principal amount: |
$10 per security |
Pricing date: |
August , 2015 (expected to be August 31, 2015) |
Issue date: |
September , 2015 (three business days after the pricing date) |
Valuation date: |
August , 2018 (expected to be August 31, 2018), subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur |
Maturity date: |
September , 2018 (expected to be September 6, 2018) |
Payment at maturity: |
For each $10 stated principal amount security you hold
at maturity:
▪ If
the final index level is greater than the initial index level:
$10 + the leveraged return amount, subject to the maximum return at maturity
▪ If
the final index level is equal to or less than the initial index level by an amount equal to or less than the buffer
amount:
$10
▪ If
the final index level is less than the initial index level by an amount greater than the buffer amount:
($10 × the index performance factor) + $1.00
If the final index level is less than the initial
index level by more than the buffer amount, your payment at maturity will be less, and possibly significantly less, than the $10
stated principal amount per security. You should not invest in the securities unless you are willing and able to bear the risk
of losing a significant portion of your investment. |
Initial index level: |
, the closing level of the underlying index on the pricing date |
Final index level: |
The closing level of the underlying index on the valuation date |
Index performance factor: |
The final index level divided by the initial index level |
Index percent increase: |
The final index level minus the initial index level, divided by the initial index level |
Leveraged return amount: |
$10 × the index percent increase × the leverage factor |
Leverage factor: |
200.00% |
Maximum return at maturity: |
The maximum return at maturity will be determined on the pricing date and will be at least $2.70 per security (27.00% of the stated principal amount). The payment at maturity per security will not exceed $10.00 plus the maximum return at maturity. |
Buffer amount: |
10.00% |
Listing: |
The securities will not be listed on any securities exchange |
CUSIP / ISIN: |
17323Q775 / US17323Q7759 |
Underwriter: |
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal |
Underwriting fee and issue price: |
Issue price(1)(2) |
Underwriting fee |
Proceeds to issuer |
Per security: |
$10.00 |
$0.25(2) |
$9.70 |
|
|
$0.05(3) |
|
Total: |
$ |
$ |
$ |
(1) Citigroup Inc. currently expects
that the estimated value of the securities on the pricing date will be at least $9.475 per security, which will be less than the
issue price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internal funding
rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any,
at which CGMI or any other person may be willing to buy the securities from you at any time after issuance. See “Valuation
of the Securities” in this preliminary pricing supplement.
(2) CGMI, an affiliate of Citigroup
Inc. and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $0.30 for
each $10 security sold in this offering. Certain selected dealers, including Morgan Stanley Wealth Management, and their financial
advisors will collectively receive from CGMI a fixed selling concession of $0.25 for each $10 security they sell. Additionally,
it is possible that CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value
of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.
(3) Reflects a structuring fee
payable to Morgan Stanley Wealth Management by CGMI of $0.05 for each security.
Investing in the securities involves risks not associated
with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-5.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the securities or determined that this preliminary pricing supplement
and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
You should read this preliminary pricing
supplement together with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, each
of which can be accessed via the hyperlinks below:
Product Supplement No. EA-02-03 dated November 13, 2013 Underlying Supplement No. 3 dated November 13, 2013
Prospectus Supplement and Prospectus each dated November 13, 2013
The securities are not bank deposits and
are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or
guaranteed by a bank.
Citigroup Inc. |
Buffered PLUS Based on the TOPIX® Index Due September , 2018
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities |
|
Additional
Information
The terms of the securities are set forth in the accompanying
product supplement, prospectus supplement and prospectus, as supplemented by this preliminary pricing supplement. The accompanying
product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this preliminary
pricing supplement. For example, certain events may occur that could affect your payment at maturity. These events and their consequences
are described in the accompanying product supplement in the sections “Description of the Securities—Certain Additional
Terms for Securities Linked to an Underlying Index—Consequences of a Market Disruption Event; Postponement of a Valuation
Date” and “—Discontinuance or Material Modification of an Underlying Index,” and not in this preliminary
pricing supplement. The accompanying underlying supplement contains important disclosures regarding the underlying index that are
not repeated in this preliminary pricing supplement. It is important that you read the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus together with this preliminary pricing supplement before deciding whether to invest
in the securities. Certain terms used but not defined in this preliminary pricing supplement are defined in the accompanying product
supplement.
Investment
Summary
The securities can be used:
| ▪ | As an alternative to direct exposure to the underlying index that enhances returns, subject to the maximum return at maturity,
for a limited range of potential appreciation of the underlying index; |
| ▪ | To enhance returns and potentially outperform the underlying index in a moderately bullish scenario; |
| ▪ | To obtain a limited buffer against the potential depreciation of the underlying index; and |
| ▪ | To achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum return
at maturity, while using fewer dollars by taking advantage of the leverage factor. |
If the underlying index depreciates by more than the buffer amount,
the securities are exposed on a 1-to-1 basis to the percentage decline by which that depreciation exceeds the buffer amount. Accordingly,
investors may lose a significant portion of their initial investment in the securities.
Maturity: |
Approximately 3 years |
Leverage factor: |
200.00%, subject to the maximum return at maturity. The leverage factor applies only if the final index level is greater than the initial index level. |
Maximum return at maturity: |
At least $2.70 per security (27.00% of the stated principal amount), to be determined on the pricing date |
Buffer amount: |
10% |
Minimum payment at maturity: |
$1.00 per security (10% of the stated principal amount). Investors may lose up to 90% of the stated principal amount of the securities. |
Interest: |
None |
Key Investment
Rationale
The securities provide for the possibility of receiving a return
at maturity equal to 200% of the appreciation of the underlying index, provided that investors will not receive a payment
at maturity in excess of the maximum payment at maturity, which is at least $12.70 per security (to be determined on the pricing
date). At maturity, if the underlying index has appreciated from the initial index level to the final index level, investors
will receive the stated principal amount of their investment plus the leveraged upside performance of the underlying index, subject
to the maximum return at maturity. If the underlying index has depreciated from the initial index level to the final index
level by no more than the buffer amount, the payment at maturity will be $10 per security. However, if the underlying index has
depreciated by more than the buffer amount from the initial index level to the final index level, investors will lose 1%
for every 1% by which that depreciation exceeds the buffer amount. Under these circumstances, the payment at maturity will be less,
and possibly significantly less, than the stated principal amount. Investors may lose up to 90% of the stated principal amount
of the securities. All payments on the securities are subject to the credit risk of Citigroup Inc.
Citigroup Inc. |
Buffered PLUS Based on the TOPIX® Index Due September , 2018 Buffered Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
|
Leveraged Upside Performance: |
The securities offer investors an opportunity to capture enhanced returns relative to a direct investment in the underlying index within a limited range of positive performance. |
Upside Scenario: |
If the final index level is greater than the initial index level, the payment at maturity for each security will be equal to the $10 stated principal amount plus the leveraged return amount, subject to the maximum return at maturity. |
Par Scenario: |
If the final index level is less than or equal to the initial index level by no more than the buffer amount, which means that the underlying index has depreciated by no more than 10% from its initial index level, the payment at maturity will be $10 per security. |
Downside Scenario: |
If the final index level is less than the initial index level by more than the buffer amount, which means that the underlying index has depreciated by more than 10% from its initial index level, you will lose 1% for every 1% by which that depreciation exceeds the buffer amount (e.g., a 50% depreciation in the underlying index will result in a payment at maturity of $6.00 per security). The minimum payment at maturity is $1.00 per security. Accordingly, investors may lose a significant portion of their initial investment. |
Hypothetical
Examples
The diagram below illustrates your payment at maturity for a
range of hypothetical percentage changes from the initial index level to the final index level. The diagram and examples below
are based on a hypothetical maximum return at maturity of 27.00%.
Investors in the securities will not receive any dividends
on the stocks that constitute the underlying index. The diagram and examples below do not show any effect of lost dividend yield
over the term of the securities. See “Summary Risk Factors—Investing in the securities is not equivalent to investing
in the underlying index or the stocks that constitute the underlying index” below.
Buffered PLUS
Payment at Maturity Diagram |
|
n The Securities |
n The Underlying Index |
Citigroup Inc. |
Buffered PLUS Based on the TOPIX® Index Due September , 2018 Buffered Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
|
Your actual payment at maturity per security will depend on the
actual maximum return at maturity, which will be determined on the pricing date, the actual initial index level and the actual
final index level. The examples below are intended to illustrate how your payment at maturity will depend on whether the final
index level is greater than or less than the initial index level and by how much. The examples are based on a hypothetical initial
index level of 1,600.00.
Example 1—Upside Scenario A. The hypothetical final
index level is 1,680.00 (a 5.00% increase from the hypothetical initial index level), which is greater than the hypothetical
initial index level.
Payment at maturity per security = $10 + the leveraged return
amount, subject to the hypothetical maximum return at maturity of $2.70 per security
= $10 + ($10 × the index percent increase × the leverage
factor), subject to the hypothetical maximum return at maturity of $2.70 per security
= $10 + ($10 × 5.00% × 200.00%), subject to the hypothetical
maximum return at maturity of $2.70 per security
= $10 + $1.00, subject to the hypothetical maximum return at
maturity of $2.70 per security
= $11.00
Because the underlying index appreciated from the hypothetical
initial index level to the hypothetical final index level and the leveraged return amount of $1.00 per security results in a total
return at maturity of 10.00%, which is less than the hypothetical maximum return at maturity of 27.00%, your payment at maturity
in this scenario would be equal to the $10 stated principal amount per security plus the leveraged return amount, or $11.00
per security.
Example 2—Upside Scenario B. The hypothetical final
index level is 2,400.00 (a 50.00% increase from the hypothetical initial index level), which is greater than the hypothetical
initial index level.
Payment at maturity per security = $10 + the leveraged return
amount, subject to the hypothetical maximum return at maturity of $2.70 per security
= $10 + ($10 × the index percent increase × the leverage
factor), subject to the hypothetical maximum return at maturity of $2.70 per security
= $10 + ($10 × 50.00% × 200.00%), subject to the
hypothetical maximum return at maturity of $2.70 per security
= $10 + $10.00, subject to the hypothetical maximum return at
maturity of $2.70 per security
= $12.70
Because the underlying index appreciated from the hypothetical
initial index level to the hypothetical final index level and the leveraged return amount of $10.00 per security would result in
a total return at maturity of 100.00%, which is greater than the hypothetical maximum return at maturity of 27.00%, your payment
at maturity in this scenario would equal the hypothetical maximum payment at maturity of $12.70 per security. In this scenario,
an investment in the securities would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation
of the underlying index without a maximum return.
Example 3—Par Scenario. The hypothetical final index
level is 1,520.00 (a 5.00% decrease from the hypothetical initial index level), which is less than the hypothetical initial
index level by an amount that is less than the buffer amount of 10.00%.
Payment at maturity per security = $10
Because the underlying index did not depreciate from the hypothetical
initial index level to the hypothetical final index level by more than the 10.00% buffer amount, your payment at maturity in this
scenario would be equal to the $10 stated principal amount per security.
Example 4—Downside Scenario. The hypothetical final
index level is 480.00 (a 70.00% decrease from the hypothetical initial index level), which is less than the hypothetical
initial index level by an amount that is more than the buffer amount of 10.00%.
Payment at maturity per security = ($10 × the index performance
factor) + $1.00
= ($10 × 30.00%) + $1.00
= $3.00 + $1.00
= $4.00
Because the hypothetical final index level decreased from the
hypothetical initial index level by more than the 10.00% buffer amount, your payment at maturity in this scenario would reflect
1-to-1 exposure to the negative performance of the underlying index beyond the 10.00% buffer amount.
Citigroup Inc. |
Buffered PLUS Based on the TOPIX® Index Due September , 2018 Buffered Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
|
Summary Risk
Factors
An investment in the securities is significantly riskier than
an investment in conventional debt securities. The securities are subject to all of the risks associated with an investment in
our conventional debt securities, including the risk that we may default on our obligations under the securities, and are also
subject to risks associated with the underlying index. Accordingly, the securities are suitable only for investors who are capable
of understanding the complexities and risks of the securities. You should consult your own financial, tax and legal advisers as
to the risks of an investment in the securities and the suitability of the securities in light of your particular circumstances.
The following is a summary of certain key risk factors for investors
in the securities. You should read this summary together with the more detailed description of risks relating to an investment
in the securities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-6 in the
accompanying product supplement. You should also carefully read the risk factors included in the documents incorporated by reference
in the accompanying prospectus, including our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form
10-Q, which describe risks relating to our business more generally.
| ▪ | You may lose up to 90.00% of your investment. Unlike conventional debt securities, the securities do not repay a fixed
amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlying index. If the
underlying index depreciates by more than the buffer amount, you will lose 1% of the stated principal amount of the securities
for every 1% by which that depreciation exceeds the buffer amount. |
| ▪ | The securities do not pay interest. Unlike conventional debt securities, the securities do not pay interest or any other
amounts prior to maturity. You should not invest in the securities if you seek current income during the term of the securities. |
| ▪ | Your potential return on the securities is limited. Your potential total return on the securities at maturity is limited
to the maximum return at maturity of at least 27.00%, which is equivalent to a maximum return at maturity of $2.70 per security
and would result in a maximum payment at maturity of at least $12.70 per security. The actual maximum return at maturity will be
determined on the pricing date. Taking into account the leverage factor and assuming a maximum return at maturity of 27.00%, any
increase in the final index level over the initial index level by more than 13.50% will not increase your return on the securities
and will progressively reduce the effective amount of leverage provided by the securities. |
| ▪ | Investing in the securities is not equivalent to investing in the underlying index or the stocks that constitute the underlying
index. 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 underlying index. As of July 29, 2015, the average dividend yield of the underlying index was
approximately 1.65% per year. While it is impossible to know the future dividend yield of the underlying index, if this average
dividend yield were to remain constant for the term of the securities, you would be forgoing an aggregate yield of approximately
4.95% (assuming no reinvestment of dividends) by investing in the securities instead of investing directly in the stocks that constitute
the underlying index or in another investment linked to the underlying index that provides for a pass-through of dividends. The
payment scenarios described in this preliminary pricing supplement do not show any effect of lost dividend yield over the term
of the securities. |
| ▪ | Your payment at maturity depends on the closing level of the underlying index on a single day. Because your payment
at maturity depends on the closing level of the underlying index solely on the valuation date, you are subject to the risk that
the closing level of the underlying index on that day may be lower, and possibly significantly lower, than on one or more other
dates during the term of the securities. If you had invested in another instrument linked to the underlying index 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
underlying index, you might have achieved better returns. |
| ▪ | The securities are subject to the credit risk of Citigroup Inc. If we default on our obligations under the securities,
you may not receive anything owed to you under the securities. |
| ▪ | The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.
The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities.
CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the
securities on a daily basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI’s sole
discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI
that the securities can be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative
bid prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary
market at all for the securities because it is likely that CGMI will be the only broker-dealer that is willing to buy your securities
prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity. |
Citigroup Inc. |
Buffered PLUS Based on the TOPIX® Index Due September , 2018 Buffered Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
|
| ▪ | The estimated value of the securities on the pricing date, based on CGMI’s proprietary pricing models and our internal
funding rate, will be less than the issue price. The difference is attributable to certain costs associated with selling, structuring
and hedging the securities that are included in the issue price. These costs include (i) the selling concessions and structuring
fees paid in connection with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in
connection with the offering of the securities and (iii) the expected profit (which may be more or less than actual profit) to
CGMI or other of our affiliates in connection with hedging our obligations under the securities. These costs adversely affect the
economic terms of the securities because, if they were lower, the economic terms of the securities would be more favorable to you.
The economic terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather than
our secondary market rate, to price the securities. See “The estimated value of the securities would be lower if it were
calculated based on our secondary market rate” below. |
| ▪ | The estimated value of the securities was determined for us by our affiliate using proprietary pricing models. CGMI
derived the estimated value disclosed on the cover page of this preliminary pricing supplement from its proprietary pricing models.
In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the underlying
index, dividend yields on the stocks that constitute the underlying index and interest rates. CGMI’s views on these inputs
may differ from your or others’ views, and as an underwriter in this offering, CGMI’s interests may conflict with yours.
Both the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the value of the
securities. Moreover, the estimated value of the securities set forth on the cover page of this preliminary pricing supplement
may differ from the value that we or our affiliates may determine for the securities for other purposes, including for accounting
purposes. You should not invest in the securities because of the estimated value of the securities. Instead, you should be willing
to hold the securities to maturity irrespective of the initial estimated value. |
| ▪ | The estimated value of the securities would be lower if it were calculated based on our secondary market rate. The estimated
value of the securities included in this preliminary pricing supplement is calculated based on our internal funding rate, which
is the rate at which we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally
lower than the market rate implied by traded instruments referencing our debt obligations in the secondary market for those debt
obligations, which we refer to as our secondary market rate. If the estimated value included in this preliminary pricing supplement
were based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal
funding rate based on factors such as the costs associated with the securities, which are generally higher than the costs associated
with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that
we will pay to investors in the securities, which do not bear interest. |
| ▪ | The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be
willing to buy the securities from you in the secondary market. Any such secondary market price will fluctuate over the term
of the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value
included in this preliminary pricing supplement, any value of the securities determined for purposes of a secondary market transaction
will be based on our secondary market rate, which will likely result in a lower value for the securities than if our internal funding
rate were used. In addition, any secondary market price for the securities will be reduced by a bid-ask spread, which may vary
depending on the aggregate stated principal amount of the securities to be purchased in the secondary market transaction, and the
expected cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the securities
will be less than the issue price. |
| ▪ | The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your
securities prior to maturity will fluctuate based on the level and volatility of the underlying index and a number of other factors,
including the price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that constitute
the underlying index, interest rates generally, the volatility of the exchange rate between the U.S. dollar and the Japanese yen,
the correlation between that exchange rate and the level of the underlying index, the time remaining to maturity and our creditworthiness,
as reflected in our secondary market rate. You should understand that the value of your securities at any time prior to maturity
may be significantly less than the issue price. |
| ▪ | Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on
any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The amount
of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of
the Securities” in this preliminary pricing supplement. |
| ▪ | The underlying index performance will not be adjusted for changes in the exchange rate between the Japanese yen and the
U.S. dollar. The underlying index is composed of stocks traded in Japanese yen, the value of which may be subject to a high
degree of fluctuation relative to the U.S. dollar. However, the performance of the underlying index and the value of your securities
will not be adjusted for exchange rate fluctuations. If the Japanese yen appreciates relative to the U.S. dollar over the term
of the |
Citigroup Inc. |
Buffered PLUS Based on the TOPIX® Index Due September , 2018 Buffered Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
|
securities,
your return on the securities will underperform an alternative investment that offers exposure to that appreciation in addition
to the change in the level of the underlying index.
| ▪ | The securities are subject to non-U.S. securities markets risk. The TOPIX® Index includes constituent
stocks that are issued by non-U.S. companies in non-U.S. securities markets. An investment in securities linked directly or indirectly
to the value of securities issued by non-U.S. companies involves particular risks. Generally, non-U.S. securities markets may be
more volatile than U.S. securities markets, and market developments may affect non-U.S. markets differently from U.S. securities
markets. Direct or indirect government intervention to stabilize these non-U.S. markets, as well as cross shareholdings in non-U.S.
companies, may affect trading prices and volumes in those markets. There is generally less publicly available information about
non-U.S. companies than about those U.S. companies that are subject to the reporting requirements of the SEC, and non-U.S. companies
are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S.
reporting companies. Securities prices in non-U.S. countries are subject to political, economic, financial and social factors that
may be unique to the particular country. These factors, which could negatively affect the non-U.S. securities markets, include
the possibility of recent or future changes in the non-U.S. government’s economic and fiscal policies, the possible imposition
of, or changes in, currency exchange laws or other non-U.S. laws or restrictions applicable to non-U.S. companies or investments
in non-U.S. equity securities and the possibility of fluctuations in the rate of exchange between currencies. Moreover, certain
aspects of a particular non-U.S. economy may differ favorably or unfavorably from the U.S. economy in important respects, such
as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency. Finally, it will
likely be more costly and difficult to enforce the laws or regulations of a non-U.S. country or exchange. |
| ▪ | Our offering of the securities does not constitute a recommendation of the underlying index. The fact that we are offering
the securities does not mean that we believe that investing in an instrument linked to the underlying index 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 underlying index or in instruments related to the underlying index or such stocks
and may publish research or express opinions, that in each case are inconsistent with an investment linked to the underlying index.
These and other activities of our affiliates may affect the level of the underlying index in a way that has a negative impact on
your interests as a holder of the securities. |
| ▪ | The level of the underlying index may be adversely affected by our or our affiliates' hedging and other trading activities.
We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions directly
in the stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks
and may adjust such positions during the term of the securities. Our affiliates also trade the stocks that constitute the underlying
index and other financial instruments related to the underlying index 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. These
activities could affect the level of the underlying index in a way that negatively affects the value of the securities. They could
also result in substantial returns for us or our affiliates while the value of the securities declines. |
| ▪ | 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 underlying index, 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. |
| ▪ | The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities.
If certain events occur, such as market disruption events or the discontinuance of the underlying 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 securities. |
| ▪ | Adjustments to the underlying index may affect the value of your securities. The Tokyo Stock Exchange (the “underlying
index publisher”) may add, delete or substitute the stocks that constitute the underlying index or make other methodological
changes that could affect the level of the underlying index. The underlying index publisher may discontinue or suspend calculation
or publication of the underlying index at any time without regard to your interests as holders of the securities. |
| ▪ | The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal authority
regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue
Service (the “IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the
IRS or a court might not agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful in
asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities might
be materially and adversely affected. As described below under “United States Federal Tax Considerations,” in 2007,
the U.S. Treasury Department |
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and
the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid
forward contracts” and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of
these issues could materially and adversely affect the tax consequences of an investment in the securities, including the character
and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should be subject to withholding
tax, possibly with retroactive effect. You should read carefully the discussion under “United States Federal Tax Considerations”
and “Risk Factors Relating to the Securities” in the accompanying product supplement and “United States Federal
Tax Considerations” in this preliminary pricing supplement. You should also consult your tax adviser regarding the U.S.
federal tax consequences of an investment in the securities, as well as tax consequences arising under the laws of any state,
local or non-U.S. taxing jurisdiction.
Information
About the Underlying 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 Global Markets Inc. and its affiliates. For more information, see “Equity
Index Descriptions—TOPIX® Index—License Agreement with the TSE” in the accompanying underlying
supplement.
Please refer to the section “Equity Index Descriptions—TOPIX®
Index” in the accompanying underlying supplement for important disclosures regarding the underlying index.
Historical Information
The closing level of the underlying index on July 29, 2015 was
1,633.94.
The graph below shows the closing levels of the underlying index
for each day such level was available from January 4, 2010 to July 29, 2015. We obtained the closing levels from Bloomberg L.P.,
without independent verification. You should not take the historical levels of the underlying index as an indication of future
performance.
TOPIX® Index – Historical Closing Levels
January 4, 2010 to July 29, 2015 |
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United States
Federal Tax Considerations
You should read carefully the discussion under “United
States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product
supplement and “Summary Risk Factors” in this preliminary pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP,
which is based on current market conditions, a security should be treated as a prepaid forward contract for U.S. federal income
tax purposes. By purchasing a security, you agree (in the absence of an administrative determination or judicial ruling to the
contrary) to this treatment. There is uncertainty regarding this treatment, and the IRS or a court might not agree with it.
Assuming this treatment of the securities is respected and subject
to the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following
U.S. federal income tax consequences should result under current law:
| · | You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or
exchange. |
| · | Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to
the difference between the amount realized and your tax basis in the security. Such gain or loss should be long-term capital gain
or loss if you held the security for more than one year. |
Under current law, if you are a Non-U.S. Holder (as defined in
the accompanying product supplement) of the securities, you generally should not be subject to U.S. federal withholding or income
tax in respect of any amount paid to you with respect to the securities, provided that (i) income in respect of the securities
is not effectively connected with your conduct of a trade or business in the United States, and (ii) you comply with the applicable
certification requirements.
In 2007, the U.S. Treasury Department and the IRS released a
notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments.
The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment.
It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments;
whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded
status of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to
which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether
these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate
to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments
on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the securities, including the character
and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should be subject to withholding
tax, possibly with retroactive effect. If withholding tax applies to the securities, we will not be required to pay any additional
amounts with respect to amounts so withheld.
You should read the section entitled “United States
Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with
that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the securities.
You should also consult your tax adviser regarding all aspects
of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
Supplemental
Plan of Distribution
CGMI, an affiliate of Citigroup Inc. and the underwriter of the
sale of the securities, is acting as principal and will receive an underwriting fee of $0.30 for each $10 security sold in this
offering. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI, including Morgan Stanley Wealth
Management and their financial advisers collectively, a fixed selling concession of $0.25 for each $10 security they sell. In addition,
Morgan Stanley Wealth Management will receive a structuring fee of $0.05 for each security they sell.
CGMI is an affiliate of ours. Accordingly, this offering will
conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule
5121 of the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries have investment
discretion will not be permitted to purchase the securities, either directly or indirectly, without the prior written consent of
the client.
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.
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A portion of the net proceeds from the sale of the securities
will be used to hedge our obligations under the securities. We expect to hedge our obligations under the securities through CGMI
or other of our affiliates. CGMI or such other of our affiliates may profit from this expected hedging activity even if the value
of the securities declines. This hedging activity could affect the closing level of the underlying index and, therefore, the value
of and your return on the securities. For additional information on the ways in which our counterparties may hedge our obligations
under the securities, see “Use of Proceeds and Hedging” in the accompanying prospectus.
Valuation of
the Securities
CGMI calculated the estimated value of the securities set forth
on the cover page of this preliminary pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing
models generated an estimated value for the securities by estimating the value of a hypothetical package of financial instruments
that would replicate the payout on the securities, which consists of a fixed-income bond (the “bond component”) and
one or more derivative instruments underlying the economic terms of the securities (the “derivative component”). CGMI
calculated the estimated value of the bond component using a discount rate based on our internal funding rate. CGMI calculated
the estimated value of the derivative component based on a proprietary derivative-pricing model, which generated a theoretical
price for the instruments that constitute the derivative component based on various inputs, including the factors described under
“Summary Risk Factors—The value of the securities prior to maturity will fluctuate based on many unpredictable factors”
in this preliminary pricing supplement, but not including our creditworthiness. These inputs may be market-observable or may be
based on assumptions made by CGMI in its discretionary judgment.
The estimated value of the securities is a function of the terms
of the securities and the inputs to CGMI’s proprietary pricing models. As of the date of this preliminary pricing supplement,
it is uncertain what the estimated value of the securities will be on the pricing date because it is uncertain what the values
of the inputs to CGMI’s proprietary pricing models will be on the pricing date.
For a period of approximately three months following issuance
of the securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will
be indicated for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also
publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value
that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be
realized by CGMI or its affiliates over the term of the securities. The amount of this temporary upward adjustment will decline
to zero on a straight-line basis over the three-month temporary adjustment period. However, CGMI is not obligated to buy the securities
from investors at any time. See “Summary Risk Factors—The securities will not be listed on any securities exchange
and you may not be able to sell them prior to maturity.”
Contact
Clients of Morgan Stanley Wealth Management may contact their
local Morgan Stanley branch office or the Morgan Stanley principal executive offices at 1585 Broadway, New York, New York 10036
(telephone number (212) 762-9666). All other clients may contact their local brokerage representative.
Performance Leveraged Upside SecuritiesSM and PLUSSM
are service marks of Morgan Stanley, used under license.
© 2015 Citigroup Global Markets Inc. All rights reserved.
Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout
the world.
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