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 JANUARY
23, 2017
|
Citigroup Global Markets Holdings Inc.
|
January
-----
,
2017
Medium-Term Senior
Notes, Series N
Pricing Supplement
No. 2017-USNCH0332
Filed Pursuant
to Rule 424(b)(2)
Registration Statement
Nos. 333-214120 and 333-214120-03
|
Buffer Securities Based on a Basket of Four Underliers
Due July
-----
, 2018
Overview
|
▪
|
The securities offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings
Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay
a fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than, equal to
or less than the stated principal amount, depending on the performance of a basket (the “basket”) consisting of the
following four basket components (with the weightings indicated parenthetically): the S&P 500
®
Index (60%),
shares of the iShares
®
MSCI EAFE ETF (25%), the Russell 2000
®
Index (10%) and shares of the iShares
®
MSCI Emerging Markets ETF (5%).
|
|
▪
|
The securities offer leveraged exposure to a limited range of potential appreciation of the basket and a limited buffer against
the potential depreciation of the basket as described below. In exchange for those features, investors in the securities must be
willing to forgo (i) any appreciation of the basket in excess of the maximum return at maturity specified below and (ii) any dividends
that may be paid on the basket components or the stocks included in or held by the basket components over the term of the securities.
In addition, investors in the securities must be willing to accept downside exposure to any depreciation of the basket in excess
of the 10.00% buffer amount.
If the basket 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 basket that the securities provide, investors must be willing to accept (i)
an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities if we
and Citigroup Inc. default on our obligations.
All payments on the securities are subject to the credit risk of Citigroup Global
Markets Holdings Inc. and Citigroup Inc.
|
KEY TERMS
|
|
Issuer:
|
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
|
Guarantee:
|
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
|
Basket:
|
Basket Component
|
Weighting
|
Initial Component Value*
|
|
S&P 500
®
Index (ticker symbol: “SPX”)
|
60.00%
|
|
|
iShares
®
MSCI EAFE ETF (ticker symbol: “EFA”)
|
25.00%
|
|
|
Russell 2000
®
Index (ticker symbol: “RTY”)
|
10.00%
|
|
|
iShares
®
MSCI Emerging Markets ETF (ticker symbol: “EEM”)
|
5.00%
|
|
|
* For each basket component, its closing level or closing price, as applicable, on the pricing date
|
Aggregate stated principal amount:
|
$
|
Stated principal amount:
|
$1,000 per security
|
Pricing date:
|
January , 2017 (expected to be January 23, 2017)
|
Issue date:
|
January , 2017 (three business days after the pricing date)
|
Valuation date:
|
July , 2018 (expected to be July 23, 2018), subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur with respect to a basket component
|
Maturity date:
|
July , 2018 (expected to be July 26, 2018)
|
Payment at maturity:
|
For each $1,000 stated principal amount security you hold at maturity,
you will receive an amount in cash determined as follows:
▪
If the final basket level is
greater than or equal to
the initial basket level:
$1,000 + the leveraged return amount,
subject to the maximum return at maturity
▪
If the final basket level is
less than
the initial basket level by an amount
less than or equal to
the buffer
amount: $1,000
▪
If the final basket level is
less than
the initial basket level by an amount
greater than
the buffer amount:
($1,000 × the basket performance factor) + $100.00
If the basket depreciates from the initial
basket level to the final basket level by more than the buffer amount, your payment at maturity will be less, and possibly significantly
less, than the $1,000 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 basket level:
|
100
|
Final basket level:
|
100 × [1 + (component return of SPX × 60.00%) + (component return of EFA × 25.00%) + (component return of RTY × 10.00%) + (component return of EEM × 5.00%)]
|
Component return:
|
For each basket component: (final component value – initial component value) / initial component value
|
Final component value:
|
For each basket component, the closing level or closing price, as applicable, of that basket component on the valuation date
|
Basket performance factor:
|
The final basket level
divided by
the initial basket level
|
Basket percent increase:
|
The final basket level
minus
the initial basket level,
divided by
the initial basket level
|
Leveraged return amount:
|
$1,000 × the basket percent increase × the leverage factor
|
Leverage factor:
|
150.00%
|
Maximum return at maturity:
|
$132.50 to $152.50 per security (13.25% to 15.25% of the stated principal amount), to be determined on the pricing date. Because of the maximum return at maturity, the payment at maturity will not exceed between $1,132.50 and $1,152.50 per security.
|
Buffer amount:
|
10.00%
|
Listing:
|
The securities will not be listed on any securities exchange
|
CUSIP / ISIN:
|
17324CEE2 / US17324CEE21
|
Underwriter:
|
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
|
Underwriting fee and issue price:
|
Issue price
(1)
|
Underwriting fee
(2)
|
Proceeds to issuer
|
Per security:
|
$1,000.00
|
$6.00
|
$994.00
|
Total:
|
$
|
$
|
$
|
(1) Citigroup Global Markets Holdings Inc. currently expects that
the estimated value of the securities on the pricing date will be at least $975.00 per security, which will be less than the issue
price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internal funding rate.
It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which
CGMI or any other person may be willing to buy the securities from you at any time after issuance. See “Valuation of the
Securities” in this pricing supplement.
(2) For more information on the distribution of the securities,
see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its
affiliates may profit from expected hedging activity related to this offering, even if the value of the securities declines. See
“Use of Proceeds and Hedging” in the accompanying prospectus.
Investing in the securities involves risks not associated with
an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-5.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the securities or determined that this pricing supplement and the accompanying product supplement, underlying supplement, prospectus
supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
You should
read this pricing supplement together with the accompanying product supplement, underlying supplement, prospectus supplement and
prospectus, each of which can be accessed via the following hyperlinks:
Product
Supplement No. EA-02-05 dated October 14, 2016
Underlying
Supplement No. 5 dated October 14, 2016
Prospectus
Supplement and Prospectus each dated October 14, 2016
The securities
are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental
agency, nor are they obligations of, or guaranteed by, a bank
.
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
Additional
Information
General.
The terms of the securities are set forth in
the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying
product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement.
For example, certain events may occur that could affect your payment at maturity, such as market disruption events and other events
affecting the basket components. 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 ETF Shares or Company Shares—Consequences
of a Market Disruption Event; Postponement of a Valuation Date,” “—Dilution and Reorganization Adjustments”
and “—Delisting, Liquidation or Termination of an Underlying ETF” with respect to the basket components that
are ETFs and 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” with respect to the basket components that are indices. The accompanying
underlying supplement contains important disclosures regarding the basket components that are not repeated in this pricing supplement.
It is important that you read the accompanying product supplement, underlying supplement, prospectus supplement and prospectus
together with this pricing supplement before deciding whether to invest in the securities. Certain terms used but not defined in
this pricing supplement are defined in the accompanying product supplement.
Postponement of the valuation date.
If the valuation date
is postponed for a reason that affects less than all of the basket components, the final basket level will be calculated based
on (i) for each unaffected basket component, its closing level or closing price, as applicable, on the originally scheduled valuation
date and (ii) for each affected basket component, its closing level or closing price, as applicable, on the valuation date as postponed
(or, if earlier, the first scheduled trading day for that basket component following the originally scheduled valuation date on
which a market disruption event did not occur with respect to that basket component). See “Description of the Securities—Certain
Additional Terms for Securities Linked to ETF Shares or Company Shares—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—Consequences of a Market Disruption Event; Postponement of a
Valuation
Date” in the accompanying product supplement.
Dilution and reorganization adjustments.
The initial component
value with respect to each basket component that is an ETF is a “Relevant Price” for purposes of the section “Description
of the Securities—Certain Additional Terms for Securities Linked to ETF Shares or Company Shares—Dilution and Reorganization
Adjustments” in the accompanying product supplement. Accordingly, the initial component value for each of those basket components
is subject to adjustment upon the occurrence of any of the events described in that section.
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
Hypothetical
Examples
The diagram below illustrates your payment at maturity for a
range of hypothetical percentage changes from the initial basket level to the final basket level. The diagram and examples below
are based on a hypothetical maximum return at maturity of $132.50, which is equivalent to 13.25% of the stated principal amount.
Investors in the securities will not receive any dividends
paid on the basket components or the stocks included in the basket components. The diagram and examples below do not show any effect
of lost dividend yield over the term of the securities.
See “Summary Risk Factors—Investing in the securities is
not equivalent to investing in the basket components” below.
Buffer Securities
Payment at Maturity Diagram
|
|
n
The Securities
|
n
The Basket
|
Your actual payment at maturity per security will depend on the
actual final basket level, which will depend on the actual closing level or closing price, as applicable, of each basket component
on the valuation date. The examples below are intended to illustrate how your payment at maturity will depend on whether the final
basket level is greater than or less than the initial basket level and by how much.
Hypothetical
values in the examples have been rounded for ease of analysis.
Example 1—Upside Scenario A.
The hypothetical final
basket level is 105.00 (an approximately 5.00% increase from the initial basket level), which is
greater than
the initial
basket level.
Basket Component
|
Hypothetical Initial Component Value
|
Hypothetical Final Component Value
|
Hypothetical Component Return
|
S&P 500
®
Index
|
2,264.00
|
2,331.92
|
3.00%
|
iShares
®
MSCI EAFE ETF
|
$59.00
|
$64.90
|
10.00%
|
Russell 2000
®
Index
|
1,346.00
|
1,507.52
|
12.00%
|
iShares
®
MSCI Emerging Markets ETF
|
$36.00
|
$32.40
|
-10.00%
|
Hypothetical Final Basket Level:
|
100.00 × [1 + (3.00% × 60.00%) + (10.00% × 25.00%) + (12.00% × 10.00%)+ (-10.00% × 5.00%)] = 105.00
|
Payment at maturity per security = $1,000 + the leveraged return
amount, subject to the maximum return at maturity of $132.50
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
= $1,000 + ($1,000 × the basket percent increase ×
the leverage factor), subject to the maximum return at maturity of $132.50
= $1,000 + ($1,000 × 5.00% × 150.00%), subject to
the maximum return at maturity of $132.50
= $1,000 + $75.00, subject to the maximum return at maturity
of $132.50
= $1,075.00
Because the basket appreciated from the initial basket level
to the hypothetical final basket level and the leveraged return amount of $75.00 per security results in a total return at maturity
of 7.50%, which is less than the maximum return at maturity of 13.25%, your payment at maturity in this scenario would be equal
to the $1,000 stated principal amount per security
plus
the leveraged return amount, or $1,100.00 per security.
Example 2—Upside Scenario B.
The hypothetical final
basket level is 125.00 (an approximately 25.00% increase from the initial basket level), which is
greater than
the initial
basket level.
Basket Component
|
Hypothetical Initial Component Value
|
Hypothetical Final Component Value
|
Hypothetical Component Return
|
S&P 500
®
Index
|
2,264.00
|
2,943.20
|
30.00%
|
iShares
®
MSCI EAFE ETF
|
$59.00
|
$82.60
|
40.00%
|
Russell 2000
®
Index
|
1,346.00
|
1,076.80
|
-20.00%
|
iShares
®
MSCI Emerging Markets ETF
|
$36.00
|
$28.80
|
-20.00%
|
Hypothetical Final Basket Level:
|
100.00 × [1 + (30.00% × 60.00%) + (40.00% × 25.00%) + (-20.00% × 10.00%)+ (-20.00% × 5.00%)] = 125.00
|
Payment at maturity per security = $1,000 + the leveraged return
amount, subject to the maximum return at maturity of $132.50
= $1,000 + ($1,000 × the basket percent increase ×
the leverage factor), subject to the maximum return at maturity of $132.50
= $1,000 + ($1,000 × 25.00% × 150.00%), subject to
the maximum return at maturity of $132.50
= $1,000 + $375.00, subject to the maximum return at maturity
of $132.50
= $1,132.50
Because the basket appreciated from the initial basket level
to the hypothetical final basket level and the leveraged return amount of $375.00 per security results in a total return at maturity
of 37.50%, which is greater than the maximum return at maturity of 13.25%, your payment at maturity in this scenario would equal
the maximum payment at maturity of $1,132.50 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 basket without a maximum return.
Example 3—Par Scenario.
The hypothetical final basket
level is 95.00 (an approximately 5.00% decrease from the initial basket level), which is
less than
the initial basket level
by amount that is
less than
the buffer amount of 10.00%.
Basket Component
|
Hypothetical Initial Component Value
|
Hypothetical Final Component Value
|
Hypothetical Component Return
|
S&P 500
®
Index
|
2,264.00
|
1,584.80
|
-30.00%
|
iShares
®
MSCI EAFE ETF
|
$59.00
|
$76.70
|
30.00%
|
Russell 2000
®
Index
|
1,346.00
|
2,019.00
|
50.00%
|
iShares
®
MSCI Emerging Markets ETF
|
$36.00
|
$39.60
|
10.00%
|
Hypothetical Final Basket Level:
|
100.00 × [1 + (-30.00% × 60.00%) + (30.00% × 25.00%) + (50.00% × 10.00%)+ (10.00% × 5.00%)] = 95.00
|
Payment at maturity per security = $1,000
Because the basket did not depreciate from the initial basket
level to the hypothetical final basket level by more than the 10.00% buffer amount, your payment at maturity in this scenario would
be equal to the $1,000 stated principal amount per security. In this example, the hypothetical final basket level is less than
the hypothetical initial basket level, and you would not receive a positive return on your investment in the securities, even though
three of the four basket components have appreciated significantly from their initial component values. As this example illustrates,
the performance of the
S&P 500
®
Index will have a greater impact on the performance
of the securities than that of any other basket component.
Example 4—Downside Scenario.
The hypothetical final
basket level is 30.00 (an approximately 70.00% decrease from the initial basket level), which is
less than
the initial level
by an amount that is
more than
the buffer amount of 10.00%.
Basket Component
|
Hypothetical Initial Component Value
|
Hypothetical Final Component Value
|
Hypothetical Component Return
|
S&P 500
®
Index
|
2,264.00
|
679.20
|
-70.00%
|
iShares
®
MSCI EAFE ETF
|
$59.00
|
$21.24
|
-64.00%
|
Russell 2000
®
Index
|
1,346.00
|
296.12
|
-78.00%
|
iShares
®
MSCI Emerging Markets ETF
|
$36.00
|
$5.76
|
-84.00%
|
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
Hypothetical Final Basket Level:
|
100.00 × [1 + (-70.00% × 60.00%) + (-64.00% × 25.00%) + (-78.00% × 10.00%)+ (-84.00% × 5.00%)] = 30.00
|
Payment at maturity per security = ($1,000 × the basket
performance factor) + $100.00
= ($1,000 × 30.00%) + $100.00
= $400.00
Because the basket depreciated from the initial basket level
to the hypothetical final basket level by more than the 10.00% buffer amount, your payment at maturity would reflect 1-to-1 exposure
to the negative performance of the basket beyond the 10.00% buffer amount.
Summary Risk
Factors
An investment in the securities is significantly riskier than
an investment in conventional debt securities. The securities are subject to all of the risks associated with an investment in
our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our
obligations under the securities, and are also subject to risks associated with the basket components. Accordingly, the securities
are suitable only for investors who are capable of understanding the complexities and risks of the securities. You should consult
your own financial, tax and legal advisers as to the risks of an investment in the securities and the suitability of the securities
in light of your particular circumstances.
The following is a summary of certain key risk factors for investors
in the securities. You should read this summary together with the more detailed description of risks relating to an investment
in the securities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-6 in the
accompanying product supplement. You should also carefully read the risk factors included in the accompanying prospectus supplement
and in the documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual
Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup
Inc. more generally.
|
▪
|
You may lose 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 basket. If the basket
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 13.25% to 15.25%, which is equivalent to a maximum return at maturity of $132.50 to $152.50
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 13.25%, any increase in the final basket level over the initial basket level by more
than approximately 8.83% 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 basket components.
You will not have voting rights,
rights to receive any dividends or distributions or any other rights with respect to the basket components or the stocks included
in the basket components. The payment scenarios described in this 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 levels or closing prices, as applicable, of the basket components on a single
day.
Because your payment at maturity depends solely on the closing levels or closing prices, as applicable, of the basket
components on the valuation date, you are subject to the risk that the closing levels or closing prices on that day may be lower,
and possibly significantly lower, than on one or more other dates during the term of the securities. If you had invested directly
in the basket components, or if the payment at maturity were based on an average of the closing levels or closing prices, as applicable,
of the basket components throughout the term of the securities, you might have achieved better returns.
|
|
▪
|
The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
If we default
on our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything
owed to you under the securities.
|
|
▪
|
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
|
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
|
|
prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary
market at all for the securities because it is likely that CGMI will be the only broker-dealer that is willing to buy your securities
prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity.
|
|
▪
|
The estimated value of the securities on the pricing date, based on CGMI’s proprietary pricing models and our internal
funding rate, will be less than the issue price.
The difference is attributable to certain costs associated with selling, structuring
and hedging the securities that are included in the issue price. These costs include (i) the selling concessions paid in connection
with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering
of the securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates
in connection with hedging our obligations under the securities. These costs adversely affect the economic terms of the securities
because, if they were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities
are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price
the securities. See “The estimated value of the securities would be lower if it were calculated based on our secondary market
rate” below.
|
|
▪
|
The estimated value of the securities was determined for us by our affiliate using proprietary pricing models.
CGMI
derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing
so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the basket components, the
correlation among the basket components, dividend yields on the basket components or the stocks included in the basket components
and interest rates. CGMI’s views on these inputs may differ from your or others’ views, and as an underwriter in this
offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and
therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth
on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities
for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of
the securities. Instead, you should be willing to hold the securities to maturity irrespective of the initial estimated value.
|
|
▪
|
The estimated value of the securities would be lower if it were calculated based on our secondary market rate.
The estimated
value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate
at which we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than
our secondary market rate, which is the rate that CGMI will use in determining the value of the securities for purposes of any
purchases of the securities from you in the secondary market. If the estimated value included in this pricing supplement were based
on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding
rate based on factors such as the costs associated with the securities, which are generally higher than the costs associated with
conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that we
will pay to investors in the securities, which do not bear interest.
|
Because there is not an active market
for traded instruments referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market
price of traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments
due on the securities, but subject to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate
is not a market-determined measure of our creditworthiness, but rather reflects the market’s perception of our parent company’s
creditworthiness as adjusted for discretionary factors such as CGMI’s preferences with respect to purchasing the securities
prior to maturity.
|
▪
|
The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be
willing to buy the securities from you in the secondary market.
Any such secondary market price will fluctuate over the term
of the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value
included in this pricing supplement, any value of the securities determined for purposes of a secondary market transaction will
be based on our secondary market rate, which will likely result in a lower value for the securities than if our internal funding
rate were used. In addition, any secondary market price for the securities will be reduced by a bid-ask spread, which may vary
depending on the aggregate stated principal amount of the securities to be purchased in the secondary market transaction, and the
expected cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the securities
will be less than the issue price.
|
|
▪
|
The value of the securities prior to maturity will fluctuate based on many unpredictable factors.
The value of your
securities prior to maturity will fluctuate based on the levels or prices of the basket components and a number of other factors,
including the volatility of the basket components, the correlation among the basket components, the dividend yields on the basket
components or the stocks included in the basket components, changes in the exchange rate between the U.S. dollar and each of the
currencies in which the stocks held by the iShares
®
MSCI EAFE ETF and the iShares
®
MSCI Emerging
Markets ETF trade, 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 or prices of the basket components may not result in a comparable
change in the value of your securities. You should understand that the value of your securities at any time prior to maturity may
be significantly less than the issue price.
|
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
|
▪
|
Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on
any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment.
The amount
of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of
the Securities” in this pricing supplement.
|
|
▪
|
The basket components may offset each other.
The performance of the basket components may not correlate with each other.
If some of the basket components appreciate, the other basket components may not appreciate as much or may even depreciate. In
such event, the appreciation of some of the basket components may be moderated, wholly offset or more than offset by lesser appreciation
or by depreciation in the level or price of the other basket components.
|
|
▪
|
The iShares
®
MSCI EAFE ETF and the iShares
®
MSCI Emerging Markets ETF are subject to risks
associated with non-U.S. markets.
Investments in securities linked to the value of non-U.S. stocks 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 companies in some of these jurisdictions than about U.S. companies that are subject to the reporting requirements of the
SEC. Further, non-U.S. 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.
|
|
▪
|
Fluctuations in exchange rates will affect the prices
of the
iShares
®
MSCI EAFE ETF and the iShares
®
MSCI Emerging Markets ETF
.
Because the
iShares
®
MSCI EAFE ETF and the iShares
®
MSCI Emerging Markets ETF
invest
in stocks that are traded in non-U.S. currencies, while their net asset values are based on the U.S. dollar value of those stocks,
holders of the securities will be exposed to currency exchange rate risk with respect to each of the currencies in which those
stocks trade. If the U.S. dollar generally strengthens against the currencies in which those stocks trade, the prices of the shares
of the
iShares
®
MSCI EAFE ETF and the iShares
®
MSCI Emerging Markets ETF
will
be adversely affected for that reason alone and the payment at maturity on the securities may be reduced.
|
Exchange rate movements for a particular
currency are volatile and are the result of numerous factors specific to the relevant country, including the supply of, and the
demand for, those currencies, as well as government policy, intervention or actions, but are also influenced significantly from
time to time by political or economic developments, and by macroeconomic factors and speculative actions related to each applicable
region. An investor’s net exposure will depend on the extent to which the currencies of the applicable countries strengthen
or weaken against the U.S. dollar and the relative weight of each currency. Of particular importance to potential currency exchange
risk are: existing and expected rates of inflation; existing and expected interest rate levels; the balance of payments; and the
extent of governmental surpluses or deficits in the applicable countries and the United States. All of these factors are in turn
sensitive to the monetary, fiscal and trade policies pursued by the governments of the applicable countries and the United States
and other countries important to international trade and finance.
|
▪
|
The iShares
®
MSCI Emerging Markets ETF is subject to risks associated with investments
in securities linked to the value of emerging markets equity securities.
Share prices of companies located in emerging markets,
or whose principal operations are located in emerging markets, are subject to political, economic, financial and social factors
that affect emerging markets. These factors, which could negatively affect the value of the securities, include the possibility
of changes in local or national economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws
or other laws or restrictions applicable to such companies or to investments in equity securities of companies located, or whose
principal operations are located, in emerging markets. Specifically, political and/or legal developments in emerging markets could
include forced divestiture of assets; restrictions on production, imports and exports; war or other international conflicts; civil
unrest and local security concerns that threaten the safe operation of company facilities; price controls; tax increases and other
retroactive tax claims; expropriation of property; cancellation of contract rights; and environmental regulations. Moreover, the
economies of emerging nations may differ unfavorably from the U.S. economy in such respects as growth of gross national product,
rate of inflation, capital investment, resources and self-sufficiency.
|
|
▪
|
Even if the
iShares
®
MSCI EAFE ETF or the
iShares
®
MSCI Emerging
Markets ETF pays a dividend that it identifies as special or extraordinary, no adjustment will be required under the securities
for that dividend unless it meets the criteria specified in the accompanying product supplement.
In general, an adjustment will not be made under the terms of the securities for any cash dividend paid on shares of the
iShares
®
MSCI EAFE ETF or the iShares
®
MSCI Emerging Markets ETF
unless
the amount of the dividend per share, together with any other dividends paid in the same quarter, exceeds the dividend paid per
share in the most recent quarter by an amount equal to at least 10% of the closing price of the shares of the
iShares
®
MSCI EAFE ETF or the iShares
®
MSCI Emerging Markets ETF
on
the date of declaration of the dividend. Any dividend will reduce the closing price of the shares of the
iShares
®
MSCI EAFE ETF or the iShares
®
MSCI Emerging Markets ETF
by
the amount of the dividend per share. If the
iShares
®
MSCI EAFE ETF or the iShares
®
MSCI Emerging
Markets ETF
pays any dividend for which an adjustment is
not made under the terms of the securities, holders of the securities will be adversely affected. See “Description of
|
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
|
|
the Securities—Certain Additional Terms for Securities Linked to ETF Shares or Company Shares—Dilution
and Reorganization Adjustments—Certain Extraordinary Cash Dividends” in the accompanying product supplement.
|
|
▪
|
An adjustment will not be made for all events that
may have a dilutive effect on or otherwise adversely affect the market price of the
iShares
®
MSCI
EAFE ETF or the
iShares
®
MSCI Emerging Markets
ETF.
For example, we will not make any adjustment for ordinary
dividends or extraordinary dividends that do not meet the criteria described above. Moreover, the adjustments we do make may not
fully offset the dilutive or adverse effect of the particular event. Investors in the securities may be adversely affected by such
an event in a circumstance in which a direct holder of shares of the
iShares
®
MSCI EAFE ETF or the iShares
®
MSCI Emerging Markets ETF
would not.
|
|
▪
|
The securities may become linked to shares of an
issuer other than the
iShares
®
MSCI EAFE ETF or the
iShares
®
MSCI Emerging Markets ETF upon the occurrence of a reorganization event or upon the delisting of the shares of the
iShares
®
MSCI EAFE ETF or the
iShares
®
MSCI Emerging
Markets ETF.
For example, if the
iShares
®
MSCI EAFE ETF or the iShares
®
MSCI Emerging Markets ETF
enters
into a merger agreement that provides for holders of its shares to receive shares of another entity, the shares of such other entity
will become the applicable basket component for all purposes of the securities upon consummation of the merger. Additionally, if
shares of the
iShares
®
MSCI EAFE ETF or the iShares
®
MSCI Emerging Markets ETF
are
delisted, or the
iShares
®
MSCI EAFE ETF or the iShares
®
MSCI Emerging Markets ETF
is
otherwise terminated, the calculation agent may, in its sole discretion, select shares of another ETF to be the applicable basket
component. See “Description of the Securities—Certain Additional Terms for Securities Linked to ETF Shares or Company
Shares—Dilution and Reorganization Adjustments” and “—Delisting, Liquidation or Termination of an Underlying
ETF” in the accompanying product supplement.
|
|
▪
|
The price and performance of the basket components that are ETFs may not completely track the performance of the ETFs’
underlying indices or the net asset value per share of the ETFs
. The basket components that are ETFs do not fully replicate
the underlying indices that they seek to track and may hold securities different from those included in their underlying indices.
In addition, the performance of these basket components reflect additional transaction costs and fees that are not included in
the calculation of their underlying indices. All of these factors may lead to a lack of correlation between the performance of
the basket components and their underlying indices. In addition, corporate actions with respect to the equity securities constituting
the ETFs’ underlying indices or held by the ETFs (such as mergers and spin-offs) may impact the variance between the performances
of the basket components and the ETFs’ underlying indices. Finally, because the basket components that are ETFs are traded
on NYSE Arca, Inc. and are subject to market supply and investor demand, the market value of these basket components may differ
from the net asset value per share of the ETFs.
|
During periods of market volatility,
securities underlying the ETFs may be unavailable in the secondary market, market participants may be unable to calculate accurately
the net asset value per share of the ETFs and the liquidity of the basket components may be adversely affected. This kind of market
volatility may also disrupt the ability of market participants to create and redeem shares of the ETFs. Further, market volatility
may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell the basket components.
As a result, under these circumstances, the market value of the basket components may vary substantially from the net asset value
per share of the ETFs. For all of the foregoing reasons, the performance of the basket components might not correlate with the
performance of the ETFs’ underlying indices and/or the net asset value per share of the ETFs, which could materially and
adversely affect the value of the securities in the secondary market and/or reduce your payment at maturity.
|
▪
|
The securities are linked to the Russell 2000
®
Index and will be subject to risks associated with small capitalization
stocks.
The stocks that constitute the Russell 2000
®
Index are issued by companies with relatively small market
capitalization. The stock prices of smaller companies may be more volatile than stock prices of large capitalization companies.
These companies tend to be less well-established than large market capitalization companies. Small capitalization companies may
be less able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization
companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits
downward stock price pressure under adverse market conditions.
|
|
▪
|
An investment in the securities is not a diversified investment.
The fact that the securities are linked to a basket
does not mean that the securities represent a diversified investment. First, although the basket components differ in important
respects, they each track the performance of equity markets, and each may perform poorly if there is a global downturn in equity
markets. Second, the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. No
amount of diversification that may be represented by the basket components will offset the risk that we and Citigroup Inc. may
default on our obligations.
|
|
▪
|
Our offering of the securities is not a recommendation of the basket or the basket components.
The fact that we are
offering the securities does not mean that we believe that investing in an instrument linked to the basket or any of the basket
components is likely to achieve favorable returns. In fact, as we are part of a global financial institution, our affiliates may
have positions (including short positions) in the basket components or the stocks included in or held by the basket components
or in instruments related to the basket components or such stocks over the term of the securities, and may publish research or
express opinions, that in each case are inconsistent with an investment linked to the basket components. These and other activities
of our
|
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
|
|
affiliates may affect the values of the basket components in a way that has a negative impact on your interests as a holder
of the securities.
|
|
▪
|
The value of a basket component may be adversely affected by our or our affiliates’ hedging and other trading activities.
We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions directly
in the applicable basket components or in the stocks included in or held by the basket components and other financial instruments
related to the basket components or such stocks and may adjust such positions during the term of the securities. Our affiliates
also trade the applicable basket components or the stocks included in or held by the basket components and other related financial
instruments on a regular basis (taking long or short positions or both), for their accounts, for other accounts under their management
or to facilitate transactions on behalf of customers. These activities could affect the values of the basket components in a way
that negatively affects the value of the securities. They could also result in substantial returns for us or our affiliates while
the value of the securities declines.
|
|
▪
|
We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business
activities.
Our affiliates may currently or from time to time engage in business with the companies included in the basket
components, including extending loans to, making equity investments in or providing advisory services to such companies. In the
course of this business, we or our affiliates may acquire non-public information which we will not disclose to you. Moreover, if
any of our affiliates is or becomes a creditor of any such company, they may exercise any remedies against such company that are
available to them without regard to your interests.
|
|
▪
|
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, the discontinuance of the S&P 500
®
Index or the Russell
2000
®
Index, or events with respect to the iShares
®
MSCI EAFE ETF or the iShares
®
MSCI Emerging Markets ETF that may require a dilution adjustment or the delisting of the iShares
®
MSCI EAFE ETF
or the iShares
®
MSCI Emerging Markets ETF, CGMI, as calculation agent, will be required to make discretionary judgments
that could significantly affect your payment at maturity. In making these judgments, the calculation agent’s interests
as an affiliate of ours could be adverse to your interests as a holder of the securities.
|
|
▪
|
Changes that affect the basket components may affect the value of your securities.
We are not affiliated with the investment
adviser to the iShares
®
MSCI EAFE ETF or the iShares
®
MSCI Emerging Markets ETF or with the sponsors
of the S&P 500
®
Index, the Russell 2000
®
Index, the MSCI EAFE Index or the MSCI Emerging Markets
Index. Changes that affect the basket components may affect the value of your securities. The sponsor of an index may add, delete
or substitute the securities that constitute the index or make other methodological changes that could affect the level of the
index. In addition, the investment advisers to an exchange-traded fund may change the manner in which the fund operates or its
investment objectives at any time. We are not affiliated with any such index sponsor or investment advisor and, accordingly, we
have no control over any changes any such index sponsor or investment adviser may make. Such changes could be made at any time
and could adversely affect the performance of the basket components and the value of and your payment at maturity on the 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. Even if the treatment of the securities as prepaid forward contracts is respected, a security
may be treated as a “constructive ownership transaction,” with potentially adverse consequences described below under
“United States Federal Tax Considerations.” In addition, in 2007 the U.S. Treasury Department and the IRS released
a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts”
and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the securities, including the character and timing of income or loss
and the degree, if any, to which income realized by non-U.S. persons should be subject to withholding tax, possibly with retroactive
effect.
|
Section 871(m) of the Internal Revenue
Code of 1986, as amended (the “Code”), imposes a withholding tax of up to 30% on “dividend equivalents”
paid or deemed paid to non-U.S. investors in respect of certain financial instruments linked to U.S. equities. In light of an IRS
notice providing a general exemption for “non-delta-one” financial instruments issued in 2017, as of the date of this
preliminary pricing supplement the securities should not be subject to withholding under Section 871(m). However, information about
the application of Section 871(m) to the securities will be updated in the final pricing supplement. Moreover, the IRS could challenge
a conclusion that the securities should not be subject to withholding under Section 871(m). If withholding applies to the securities,
we will not be required to pay any additional amounts with respect to amounts withheld.
You should read carefully the discussion
under “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying
product supplement and “United States Federal Tax Considerations” in this pricing supplement. You should also consult
your tax adviser regarding the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising
under the laws of any state, local or non-U.S. taxing jurisdiction.
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
Hypothetical Historical Information About the
Basket
Because the basket exists solely for purposes of these securities,
historical information on the performance of the basket does not exist for dates prior to the pricing date for these securities.
The graph below sets forth the hypothetical historical daily levels of the basket for the period from January 2, 2008 to January
19, 2017, assuming that the basket was created on January 2, 2008 with the same basket components and corresponding weights in
the basket and with a level of 100 on that date. The hypothetical performance of the basket is based on the actual closing levels
and closing prices, as applicable, of the basket components on the applicable dates. We obtained these closing levels and closing
prices from Bloomberg L.P., without independent verification. Any historical trend in the level of the basket during the period
shown below is not an indication of the performance of the basket during the term of the securities.
Hypothetical Historical Basket Performance
January 2, 2008 to January 19, 2017
|
|
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
Information
About the Basket Components
S&P 500
®
Index
The S&P 500
®
Index consists of 500 common
stocks selected to provide a performance benchmark for the large capitalization segment of the U.S. equity markets. It is calculated
and maintained by S&P Dow Jones Indices LLC. The S&P 500
®
Index is reported by Bloomberg L.P. under the
ticker symbol “SPX.”
“Standard & Poor’s,” “S&P”
and “S&P 500
®
” are trademarks of Standard & Poor’s Financial Services LLC and have been
licensed for use by Citigroup Inc. and its affiliates. For more information, see “Equity Index Descriptions—The S&P
U.S. Indices—License Agreement” in the accompanying underlying supplement. Please refer to the sections “Risk
Factors” and “Equity Index Descriptions—The S&P U.S. Indices—The S&P 500
®
Index”
in the accompanying underlying supplement for important disclosures regarding the S&P 500
®
Index, including
certain risks that are associated with an investment linked to the S&P 500
®
Index.
Historical Information
The closing level of the S&P 500
®
Index on
January 19, 2017 was 2,263.69.
The graph below shows the closing levels of the S&P 500
®
Index for each day such level was available from January 2, 2008 to January 19, 2017. We obtained the closing levels from Bloomberg
L.P., without independent verification. You should not take the historical levels of the S&P 500
®
Index as an
indication of future performance.
S&P 500
®
Index – Historical Closing Levels
January 2, 2008 to January 19, 2017
|
|
iShares
®
MSCI EAFE ETF
The iShares
®
MSCI EAFE ETF is an exchange-traded
fund that seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses,
of publicly traded securities in certain developed markets, excluding the United States and Canada, as measured by the MSCI EAFE
®
Index. However, for purposes of the securities, the performance of the iShares
®
MSCI EAFE ETF will reflect only
its price performance, as any dividends paid on the shares of the iShares
®
MSCI EAFE ETF will not be factored into
a determination of the closing price of the iShares
®
MSCI EAFE ETF. The MSCI EAFE
®
Index was developed
by MSCI Inc. as an equity benchmark for international stock performance, and is designed to measure equity market performance in
certain developed markets, excluding the United States and Canada.
The iShares
®
MSCI EAFE ETF is an investment portfolio
managed by iShares
®
Inc. BlackRock Fund Advisors is the investment adviser to the iShares
®
MSCI EAFE
ETF. iShares
®
, Inc. is a registered investment company that consists of numerous separate investment
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
portfolios, including the iShares
®
MSCI EAFE ETF.
Information provided to or filed with the SEC by iShares
®
, Inc. pursuant to the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 333-92935 and 811-09729, respectively,
through the SEC’s website at http://www.sec.gov. In addition, information may be obtained from other sources including, but
not limited to, press releases, newspaper articles and other publicly disseminated documents. The iShares
®
MSCI
EAFE ETF trades on the NYSE Arca under the ticker symbol “EFA.”
Please refer to the sections “Risk Factors” and “Fund
Descriptions—iShares
®
MSCI EAFE ETF” in the accompanying underlying supplement for important disclosures
regarding the iShares
®
MSCI EAFE ETF, including certain risks that are associated with an investment linked to shares
of the iShares
®
MSCI EAFE ETF.
Historical Information
The graph below shows the closing prices of the iShares
®
MSCI EAFE ETF for each day such price was available from January 2, 2008 to January 19, 2017. The table that follows shows the
high and low closing prices of, and dividends paid on, the shares of the iShares
®
MSCI EAFE ETF for each quarter
in that same period. We obtained the closing prices and other information below from Bloomberg L.P., without independent verification.
You should not take the historical prices of the iShares
®
MSCI EAFE ETF as an indication of future performance.
iShares
®
MSCI EAFE ETF – Historical Closing Prices
January 2, 2008 to January 19, 2017
|
|
iShares
®
MSCI EAFE ETF
|
High
|
Low
|
Dividends
|
2008
|
|
|
|
First Quarter
|
$78.35
|
$68.31
|
$2.00018
|
Second Quarter
|
$78.52
|
$68.10
|
$1.30832
|
Third Quarter
|
$68.04
|
$53.08
|
$0.00000
|
Fourth Quarter
|
$55.88
|
$35.71
|
$0.54112
|
2009
|
|
|
|
First Quarter
|
$45.44
|
$31.69
|
$0.00000
|
Second Quarter
|
$49.04
|
$38.57
|
$0.94519
|
Third Quarter
|
$55.81
|
$43.91
|
$0.00000
|
Fourth Quarter
|
$57.28
|
$52.66
|
$0.49574
|
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
2010
|
|
|
|
First Quarter
|
$57.96
|
$50.45
|
$0.00000
|
Second Quarter
|
$58.03
|
$46.29
|
$0.85863
|
Third Quarter
|
$55.42
|
$47.09
|
$0.00000
|
Fourth Quarter
|
$59.46
|
$54.25
|
$0.53819
|
2011
|
|
|
|
First Quarter
|
$61.91
|
$55.31
|
$0.00000
|
Second Quarter
|
$63.87
|
$57.10
|
$1.14099
|
Third Quarter
|
$60.80
|
$46.66
|
$0.00000
|
Fourth Quarter
|
$55.57
|
$46.45
|
$0.56923
|
2012
|
|
|
|
First Quarter
|
$55.80
|
$49.15
|
$0.00000
|
Second Quarter
|
$55.51
|
$46.55
|
$1.14909
|
Third Quarter
|
$55.15
|
$47.62
|
$0.00000
|
Fourth Quarter
|
$56.88
|
$51.96
|
$0.60952
|
2013
|
|
|
|
First Quarter
|
$59.89
|
$56.90
|
$0.00000
|
Second Quarter
|
$63.53
|
$57.03
|
$0.00000
|
Third Quarter
|
$65.05
|
$57.55
|
$1.15150
|
Fourth Quarter
|
$67.06
|
$62.71
|
$0.55171
|
2014
|
|
|
|
First Quarter
|
$68.03
|
$62.31
|
$0.00000
|
Second Quarter
|
$70.67
|
$66.26
|
$0.00000
|
Third Quarter
|
$69.25
|
$64.12
|
$1.67621
|
Fourth Quarter
|
$64.51
|
$59.53
|
$0.58518
|
2015
|
|
|
|
First Quarter
|
$65.99
|
$58.48
|
$0.00000
|
Second Quarter
|
$68.42
|
$63.49
|
$0.00000
|
Third Quarter
|
$65.46
|
$56.25
|
$1.11129
|
Fourth Quarter
|
$62.06
|
$57.50
|
$0.50836
|
2016
|
|
|
|
First Quarter
|
$57.80
|
$51.38
|
$0.00000
|
Second Quarter
|
$59.87
|
$52.64
|
$1.17482
|
Third Quarter
|
$59.86
|
$54.44
|
$0.00000
|
Fourth Quarter
|
$59.20
|
$56.20
|
$0.59617
|
2017
|
|
|
|
First Quarter (through January 19, 2017)
|
$59.59
|
$58.09
|
$0.00000
|
The closing price of the shares of the iShares
®
MSCI EAFE ETF on January 19, 2017 was $59.05.
We make no representation as to the amount of dividends, if any,
that may be paid on the shares of the iShares
®
MSCI EAFE ETF in the future. In any event, as an investor in the
securities, you will not be entitled to receive dividends, if any, that may be payable on the shares of the iShares
®
MSCI EAFE ETF.
Russell 2000
®
Index
The Russell 2000
®
Index is designed to track the
performance of the small capitalization segment of the U.S. equity market. All stocks included in the Russell 2000
®
Index are traded on a major U.S. exchange. It is calculated and maintained by Russell Investments, a subsidiary of Russell Investment
Group. The Russell 2000
®
Index is reported by Bloomberg L.P. under the ticker symbol “RTY.”
“Russell 2000
®
Index” is a trademark
of Russell Investment Group and has been licensed for use by Citigroup Inc. and its affiliates. For more information, see “Equity
Index Descriptions—The Russell Indices—License Agreement” in the accompanying underlying supplement.
Please refer to the sections “Risk Factors” and “Equity
Index Descriptions—The Russell Indices— The Russell 2000
®
Index” in the accompanying underlying
supplement for important disclosures regarding the Russell 2000
®
Index, including certain risks that are associated
with an investment linked to the Russell 2000
®
Index.
Historical Information
The closing level of the Russell 2000
®
Index on
January 19, 2017 was 1,345.74.
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
The graph below shows the closing levels of the Russell 2000
®
Index for each day such level was available from January 2, 2008 to January 19, 2017. We obtained the closing levels from Bloomberg
L.P., without independent verification. You should not take the historical levels of the Russell 2000
®
Index as
an indication of future performance.
Russell 2000
®
Index – Historical Closing Levels
January 2, 2008 to January 19, 2017
|
|
iShares
®
MSCI Emerging Markets
ETF
The iShares
®
MSCI Emerging Markets ETF is an exchange-traded
fund that seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses,
of publicly traded securities in emerging markets, as measured by the MSCI Emerging Markets Index. However, for purposes of the
securities, the performance of the iShares
®
MSCI Emerging Markets ETF will reflect only its price performance, as
any dividends paid on the shares of the iShares
®
MSCI Emerging Markets ETF will not be factored into a determination
of the closing price of the iShares
®
MSCI Emerging Markets ETF. The MSCI Emerging Markets Index was developed by
MSCI Inc. as an equity benchmark for international stock performance, and is designed to measure equity market performance in the
global emerging markets.
The iShares
®
MSCI Emerging Markets ETF is an investment
portfolio managed by iShares
®
Inc. BlackRock Fund Advisors is the investment adviser to the iShares
®
MSCI Emerging Markets ETF. iShares
®
, Inc. is a registered investment company that consists of numerous separate
investment portfolios, including the iShares
®
MSCI Emerging Markets ETF. Information provided to or filed with the
SEC by iShares
®
, Inc. pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940,
as amended, can be located by reference to SEC file numbers 033-97598 and 811-09102, respectively, through the SEC’s website
at http://www.sec.gov. In addition, information may be obtained from other sources including, but not limited to, press releases,
newspaper articles and other publicly disseminated documents. The iShares
®
MSCI Emerging Markets ETF trades on the
NYSE Arca, Inc. under the ticker symbol “EEM.”
Please refer to the sections “Risk Factors” and “Fund
Descriptions—iShares
®
MSCI Emerging Markets ETF” in the accompanying underlying supplement for important
disclosures regarding the iShares
®
MSCI Emerging Markets ETF, including certain risks that are associated with an
investment linked to shares of the iShares
®
MSCI Emerging Markets ETF.
Historical Information
The graph below shows the closing prices of the iShares
®
MSCI Emerging Markets ETF for each day such price was available from January 2, 2008 to January 19, 2017. The table that follows
shows the high and low closing prices of, and dividends paid on, the shares of the iShares
®
MSCI Emerging Markets
ETF for each quarter in that same period. We obtained the closing prices and other information below from Bloomberg L.P., without
independent verification. You should not take the historical prices of the iShares
®
MSCI Emerging Markets ETF as
an indication of future performance.
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
iShares
®
MSCI Emerging Markets ETF – Historical Closing Prices
January 2, 2008 to January 19, 2017
|
|
iShares
®
MSCI Emerging Markets ETF
|
High
|
Low
|
Dividends
|
2008
|
|
|
|
First Quarter
|
$50.37
|
$42.17
|
$0.64893
|
Second Quarter
|
$51.70
|
$44.43
|
$0.51726
|
Third Quarter
|
$44.43
|
$31.33
|
$0.00000
|
Fourth Quarter
|
$33.90
|
$18.22
|
$0.34042
|
2009
|
|
|
|
First Quarter
|
$27.09
|
$19.94
|
$0.00000
|
Second Quarter
|
$34.64
|
$25.65
|
$0.24728
|
Third Quarter
|
$39.29
|
$30.75
|
$0.00000
|
Fourth Quarter
|
$42.07
|
$37.56
|
$0.32289
|
2010
|
|
|
|
First Quarter
|
$43.22
|
$36.83
|
$0.01201
|
Second Quarter
|
$43.98
|
$36.16
|
$0.26160
|
Third Quarter
|
$44.77
|
$37.59
|
$0.00000
|
Fourth Quarter
|
$48.58
|
$44.77
|
$0.35942
|
2011
|
|
|
|
First Quarter
|
$48.69
|
$44.63
|
$0.02512
|
Second Quarter
|
$50.21
|
$45.50
|
$0.46092
|
Third Quarter
|
$48.46
|
$34.95
|
$0.00000
|
Fourth Quarter
|
$42.80
|
$34.36
|
$0.34696
|
2012
|
|
|
|
First Quarter
|
$44.76
|
$38.23
|
$0.00000
|
Second Quarter
|
$43.54
|
$36.68
|
$0.46836
|
Third Quarter
|
$42.37
|
$37.42
|
$0.00000
|
Fourth Quarter
|
$44.35
|
$40.14
|
$0.26233
|
2013
|
|
|
|
First Quarter
|
$45.20
|
$41.80
|
$0.01423
|
Second Quarter
|
$44.23
|
$36.63
|
$0.00000
|
Third Quarter
|
$43.29
|
$37.34
|
$0.49260
|
Fourth Quarter
|
$43.66
|
$40.44
|
$0.36578
|
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
2014
|
|
|
|
First Quarter
|
$40.99
|
$37.09
|
$0.00000
|
Second Quarter
|
$43.95
|
$40.82
|
$0.00000
|
Third Quarter
|
$45.85
|
$41.56
|
$0.34063
|
Fourth Quarter
|
$42.44
|
$37.73
|
$0.53502
|
2015
|
|
|
|
First Quarter
|
$41.07
|
$37.92
|
$0.00000
|
Second Quarter
|
$44.09
|
$39.04
|
$0.00000
|
Third Quarter
|
$39.78
|
$31.32
|
$0.30125
|
Fourth Quarter
|
$36.29
|
$31.55
|
$0.50084
|
2016
|
|
|
|
First Quarter
|
$34.28
|
$28.25
|
$0.00000
|
Second Quarter
|
$35.26
|
$31.87
|
$0.26598
|
Third Quarter
|
$38.20
|
$33.77
|
$0.00000
|
Fourth Quarter
|
$38.10
|
$34.08
|
$0.39621
|
2017
|
|
|
|
First Quarter (through January 19, 2017)
|
$36.71
|
$35.43
|
$0.00000
|
The closing price of the shares of the iShares
®
MSCI Emerging Markets ETF on January 19, 2017 was $36.35.
We make no representation as to the amount of dividends, if any,
that may be paid on the shares of the iShares
®
MSCI Emerging Markets ETF in the future. In any event, as an investor
in the securities, you will not be entitled to receive dividends, if any, that may be payable on the shares of the iShares
®
MSCI Emerging Markets ETF.
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
-----
, 2018
|
|
United States
Federal Tax Considerations
You should read carefully the discussion under “United
States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product
supplement and “Summary Risk Factors” in this pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP,
which is based on current market conditions, a security should be treated as a prepaid forward contract for U.S. federal income
tax purposes. By purchasing a security, you agree (in the absence of an administrative determination or judicial ruling to the
contrary) to this treatment. There is uncertainty regarding this treatment, and the IRS or a court might not agree with it.
Assuming this treatment of the securities is respected and subject
to the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following
U.S. federal income tax consequences should result under current law:
|
·
|
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
gain or loss equal to the difference between the amount realized and your tax basis in the security. Subject to the discussion
below concerning the potential application of the “constructive ownership” rules under Section 1260 of the Code, any
gain or loss recognized upon a sale, exchange or retirement of a security should be long-term capital gain or loss if you held
the security for more than one year.
|
Even if the treatment of the securities as prepaid forward contracts
is respected, your purchase of a security may be treated as entry into a “constructive ownership transaction,” within
the meaning of Section 1260 of the Code, with respect to basket components. In that case, all or a portion of any long-term capital
gain you would otherwise recognize in respect of your securities would be recharacterized as ordinary income to the extent such
gain exceeded the “net underlying long-term capital gain.” Any long-term capital gain recharacterized as ordinary income
under Section 1260 would be treated as accruing at a constant rate over the period you held your securities, and you would be subject
to an interest charge in respect of the deemed tax liability on the income treated as accruing in prior tax years. Due to the lack
of governing authority under Section 1260, our counsel is not able to opine as to whether or how Section 1260 applies to the securities.
You should read the section entitled “United States Federal Tax Considerations—Tax Consequences to U.S. Holders—Potential
Application of Section 1260 of the Code” in the accompanying product supplement for additional information and consult your
tax adviser regarding the potential application of the “constructive ownership” rule.
Subject to the discussions below under “Possible Withholding
Under Section 871(m) of the Code” 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 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 described above. 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.
Possible Withholding Under Section 871(m)
of the Code.
As discussed under “United States Federal Tax Considerations—Tax Consequences to Non-U.S. Holders”
in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section
871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect
to certain financial instruments linked to U.S. equities or indices that include U.S. equities (such equities and indices, “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 upon issuance, based on tests set forth in the applicable Treasury regulations
(a “Specified Security”).
In Notice 2016-76 (the “Notice”),
the U.S. Treasury Department and the IRS announced that revised regulations under Section 871(m) would exempt financial instruments
issued in 2017 that are not “delta-one.” Based on the terms of the securities and representations provided by us, our
counsel is of the opinion that the securities should not be “delta-one” transactions within the meaning of the Notice
with respect to any U.S. Underlying Equity and, therefore, should not be Specified Securities subject to withholding tax under
Section 871(m).
Citigroup Global Markets Holdings Inc.
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Buffer Securities Based on a Basket of Four Underliers Due July
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A determination that the securities are
not subject to Section 871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m)
is complex and its application may depend on your particular circumstances. For example, if you enter into other transactions relating
to an underlier, you could be subject to withholding tax or income tax liability under Section 871(m) even if the securities are
not Specified Securities subject to Section 871(m) as a general matter. You should consult your tax adviser regarding the potential
application of Section 871(m) to the securities.
This information is indicative and will be supplemented and superseded
in the final pricing supplement or as may otherwise be updated by us in writing from time to time. Non-U.S. Holders should be warned
that Section 871(m) may apply to the securities based on circumstances at the time the securities are issued and, therefore, it
is possible that the payments on the securities will be subject to withholding tax under Section 871(m).
If withholding tax applies to the securities, we will not be
required to pay any additional amounts with respect to amounts so withheld.
You should read the section entitled “United States
Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with
that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the securities.
You should also consult your tax adviser regarding all aspects
of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
Supplemental
Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc.
and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $6.00 for each
$1,000 security sold in this offering. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a fixed
selling concession of $6.00 for each $1,000 security they sell. Broker-dealers affiliated with CGMI, including Citi International
Financial Services, Citigroup Global Markets Singapore Pte. Ltd. and Citigroup Global Markets Asia Limited, will receive a fixed
selling concession, and financial advisers employed by such affiliated broker-dealers will receive a fixed selling concession,
of $6.00 for each $1,000 security they sell. CGMI will pay the registered representatives of CGMI a fixed selling concession of
$6.00 for each $1,000 security they sell directly to the public.
CGMI is an affiliate of ours. Accordingly, this offering will
conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule
5121 of the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries have investment
discretion will not be permitted to purchase the securities, either directly or indirectly, without the prior written consent of
the client.
See “Plan of Distribution; Conflicts of Interest”
in the accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement
and prospectus for additional information.
A portion of the net proceeds from the sale of the securities
will be used to hedge our obligations under the securities. We expect to hedge our obligations under the securities through CGMI
or other of our affiliates. CGMI or such other of our affiliates may profit from this expected hedging activity even if the value
of the securities declines. This hedging activity could affect the closing values of the basket components and, therefore, the
value of and your return on the securities. For additional information on the ways in which our counterparties may hedge our obligations
under the securities, see “Use of Proceeds and Hedging” in the accompanying prospectus.
Valuation of
the Securities
CGMI calculated the estimated value of the securities set forth
on the cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated
an estimated value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate
the payout on the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative
instruments underlying the economic terms of the securities (the “derivative component”). CGMI calculated the estimated
value of the bond component using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the
derivative component based on a proprietary derivative-pricing model, which generated a theoretical price for the instruments that
constitute the derivative component based on various inputs, including the factors described under “Summary Risk Factors—The
value of the securities prior to maturity will fluctuate based on many unpredictable factors” in this pricing supplement,
but not including our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable or may be based on assumptions
made by CGMI in its discretionary judgment.
The estimated value of the securities is a function of the terms
of the securities and the inputs to CGMI’s proprietary pricing models. As of the date of this preliminary pricing supplement,
it is uncertain what the estimated value of the securities will be on the pricing date because certain terms of the securities
have not yet been fixed and because it is uncertain what the values of the inputs to CGMI’s proprietary pricing models will
be on the pricing date.
For a period of approximately three months following issuance
of the securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will
be indicated for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also
publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value
that would otherwise be determined. This temporary upward adjustment represents a portion
Citigroup Global Markets Holdings Inc.
|
Buffer Securities Based on a Basket of Four Underliers Due July
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|
|
of the hedging profit expected to be realized by CGMI or its
affiliates over the term of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line
basis over the three-month temporary adjustment period. However, CGMI is not obligated to buy the securities from investors at
any time. See “Summary Risk Factors—The securities will not be listed on any securities exchange and you may not be
able to sell them prior to maturity.”
Certain Selling
Restrictions
Hong Kong Special Administrative Region
The contents of this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus have not been reviewed by any regulatory authority
in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). Investors are
advised to exercise caution in relation to the offer. If investors are in any doubt about any of the contents of this pricing supplement
and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, they should obtain independent
professional advice.
The securities have not been offered or sold and will not be
offered or sold in Hong Kong by means of any document, other than
|
(i)
|
to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or
|
|
(ii)
|
to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “Securities
and Futures Ordinance”) and any rules made under that Ordinance; or
|
|
(iii)
|
in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance
(Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
|
There is no advertisement, invitation or document relating to
the securities which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to
be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and
Futures Ordinance and any rules made under that Ordinance.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits and are not covered by the Hong Kong Deposit Protection Scheme.
Singapore
This pricing supplement and the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus have not been registered as a prospectus with the Monetary Authority
of Singapore, and the securities will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore
(the “Securities and Futures Act”). Accordingly, the securities may not be offered or sold or made the subject of an
invitation for subscription or purchase nor may this pricing supplement or any other document or material in connection with the
offer or sale or invitation for subscription or purchase of any securities be circulated or distributed, whether directly or indirectly,
to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act,
(b) to a relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of
the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act,
or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures
Act. Where the securities are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person
which is:
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited
investor; or
|
|
(b)
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is
an individual who is an accredited investor, securities (as defined in Section 239(1) of the Securities and Futures Act) of that
corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferable for
6 months after that corporation or that trust has acquired the relevant securities pursuant to an offer under Section 275 of the
Securities and Futures Act except:
|
|
(i)
|
to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act or to any
person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act; or
|
|
(ii)
|
where no consideration is or will be given for the transfer; or
|
|
(iii)
|
where the transfer is by operation of law; or
|
|
(iv)
|
pursuant to Section 276(7) of the Securities and Futures Act; or
|
|
(v)
|
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
of Singapore.
|
Citigroup Global Markets Holdings Inc.
|
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|
|
Any securities referred to herein may not be registered with
any regulator, regulatory body or similar organization or institution in any jurisdiction.
The securities are Specified Investment Products (as defined
in the Notice on Recommendations on Investment Products and Notice on the Sale of Investment Product issued by the Monetary Authority
of Singapore on 28 July 2011) that is neither listed nor quoted on a securities market or a futures market.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits. These securities are not insured products subject to the provisions
of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011 of Singapore and are not eligible for deposit insurance
coverage under the Deposit Insurance Scheme.
Contact
Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.
© 2017 Citigroup Global Markets Inc. All rights reserved.
Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout
the world.
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