|
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 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 DECEMBER
16, 2024 |
| Citigroup Inc. |
December----,
2024
Medium-Term Senior Notes,
Series G
Pricing Supplement No. 2024-CMTNG[ ]
Filed Pursuant to Rule 424(b)(2)
Registration Statement No.
333-270327 |
Callable Zero Coupon Notes Due December 30, 2039
| · | The notes mature on the maturity date specified below, subject to our right to call the notes for mandatory redemption prior to maturity
on any redemption date specified below. The notes do not pay any interest. Instead, the amount that you receive upon
mandatory redemption at our option or at maturity, as applicable, will reflect an accretion on the stated principal amount at the accrual
yield specified below, plus, in the case of mandatory redemption at our option, a supplemental redemption amount that accrues on the stated
principal amount at a rate of at least 1.00% per annum (non-compounding) (to be determined on the pricing date). You will only receive
the supplemental redemption amount if we choose to exercise our right to call the notes for mandatory redemption. |
| · | The notes are unsecured senior debt obligations of Citigroup Inc. All payments due on the notes are subject to the credit
risk of Citigroup Inc. |
| · | It is important for you to consider the information contained in this pricing supplement together with the information contained
in the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the extent inconsistent
with replaces, the description of the general terms of the notes set forth in the accompanying prospectus supplement and prospectus. |
| KEY TERMS |
| Issuer: |
Citigroup Inc. The notes are intended to qualify
as eligible debt securities for purposes of the Federal Reserve's total loss-absorbing capacity (“TLAC”) rule. As a result,
in the event of a Citigroup Inc. bankruptcy, Citigroup Inc.'s losses and any losses incurred by its subsidiaries would be imposed
first on Citigroup Inc.’s shareholders and then on its unsecured creditors, including the holders of the notes. See “Additional
Terms of the Notes” in this pricing supplement. |
| Stated principal amount: |
$1,000 per note |
| Pricing date: |
December 26, 2024 |
| Original issue date: |
December 30, 2024 |
| Maturity date: |
Unless earlier redeemed, December 30, 2039. If the maturity date is not a business day, then the payment required to be made on the maturity date will be made on the next succeeding business day with the same force and effect as if it had been made on the maturity date. No interest or yield will accrue as a result of delayed payment. |
| Payment at maturity: |
Unless earlier redeemed, the accreted value as of the maturity date, for a payment at maturity equal to at least $2,200.00 per $1,000 stated principal amount note (to be determined on the pricing date). |
| Interest: |
The notes do not pay any interest |
| Accrual yield: |
At least 8.00% per annum (non-compounding) based on the stated principal amount (to be determined on the pricing date) (using a 360-day year composed of twelve 30-day months) |
| Redemption: |
Beginning on December 30, 2025, we have the right to call the notes
for mandatory redemption, in whole but not in part, on any redemption date for a redemption amount equal to the accreted value as of the
applicable redemption date plus a supplemental redemption amount that accrues on the stated principal amount at a rate of at least 1.00%
per annum (non-compounding) (to be determined on the pricing date) from and including the original issue date to but excluding the applicable
redemption date. See “Redemption Schedule” below for the redemption amount applicable to each redemption date. If
we decide to redeem the notes, we will give you notice at least five business days before the redemption date specified in the notice.
So long as the notes are represented by global securities and are held
on behalf of The Depository Trust Company (“DTC”), redemption notices and other notices will be given by delivery to DTC.
If the notes are no longer represented by global securities and are not held on behalf of DTC, redemption notices and other notices will
be published in a leading daily newspaper in New York City, which is expected to be The Wall Street Journal.
|
| Redemption dates: |
The 30th day of each December, beginning in December 2025. If any redemption date is not a business day, the payment required to be made on that redemption date will be made on the next succeeding business day with the same force and effect as if it had been made on that redemption date. No interest or yield will accrue as a result of delayed payment. |
| Accreted value: |
As of any date, the accreted value for each $1,000 stated principal amount note is the stated principal amount plus an additional amount that accrues on the stated principal amount from and including the original issue date to but excluding that date at the accrual yield. |
| CUSIP / ISIN: |
17290ALR9 / US17290ALR94 |
| Listing: |
The notes will not be listed on any securities exchange. |
| Underwriter: |
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal. See “General Information—Supplemental information regarding plan of distribution; conflicts of interest” in this pricing supplement. |
| Underwriting fee and issue price: |
Issue price |
Underwriting fee(1) |
Proceeds to issuer |
| Per note: |
$1,000.00 |
$15.00 |
$985.00 |
| Total: |
$ |
$ |
$ |
(Key Terms continued on next page)
(1) CGMI, an affiliate of Citigroup Inc. and the underwriter of the
sale of the notes, is acting as principal and will receive an underwriting fee of $15.00 for each $1,000 note sold in this offering. Selected
dealers not affiliated with CGMI will receive a selling concession of $15.00 for each note they sell. See “General Information—Fees
and selling concessions” 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 notes declines. See “Use of Proceeds and Hedging”
in the accompanying prospectus.
Investing in the notes involves risks. See “Risk
Factors” beginning on page PS-2.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or determined that this pricing supplement and the accompanying prospectus supplement
and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement together
with the accompanying prospectus supplement and prospectus, each of which can be accessed via the following hyperlink:
Prospectus Supplement and Prospectus each dated March 7, 2023
The notes are not bank deposits and are not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed
by, a bank.
UBS Financial Services Inc.
| KEY TERMS (continued) |
| Redemption schedule: |
The amount applicable to each redemption date will be determined on
the pricing date and will be at least the values indicated below:
|
| |
Redemption Date |
Accreted Value per Note1 |
Supplemental Redemption Amount per Note2 |
Redemption Amount
(per $1,000 Stated Principal Amount Note)3
|
Minimum Yield to
Redemption or
Maturity4
|
| |
December 30, 2025 |
$1,080.00 |
$10.00 |
$1,090.00 |
9.00% |
| |
December 30, 2026 |
$1,160.00 |
$20.00 |
$1,180.00 |
8.63% |
| |
December 30, 2027 |
$1,240.00 |
$30.00 |
$1,270.00 |
8.29% |
| |
December 30, 2028 |
$1,320.00 |
$40.00 |
$1,360.00 |
7.99% |
| |
December 30, 2029 |
$1,400.00 |
$50.00 |
$1,450.00 |
7.71% |
| |
December 30, 2030 |
$1,480.00 |
$60.00 |
$1,540.00 |
7.46% |
| |
December 30, 2031 |
$1,560.00 |
$70.00 |
$1,630.00 |
7.23% |
| |
December 30, 2032 |
$1,640.00 |
$80.00 |
$1,720.00 |
7.01% |
| |
December 30, 2033 |
$1,720.00 |
$90.00 |
$1,810.00 |
6.81% |
| |
December 30, 2034 |
$1,800.00 |
$100.00 |
$1,900.00 |
6.63% |
| |
December 30, 2035 |
$1,880.00 |
$110.00 |
$1,990.00 |
6.46% |
| |
December 30, 2036 |
$1,960.00 |
$120.00 |
$2,080.00 |
6.29% |
| |
December 30, 2037 |
$2,040.00 |
$130.00 |
$2,170.00 |
6.14% |
| |
December 30, 2038 |
$2,120.00 |
$140.00 |
$2,260.00 |
6.00% |
| |
December 30, 2039 (the “maturity date”) |
$2,200.00 |
n/a |
$2,200.00 |
5.40% |
| |
1 Reflects the stated principal amount plus an additional
amount that accrues on the stated principal amount from and including the original issue date to but excluding the related redemption
date at the accrual yield
2 Reflects the accrual on the stated principal amount
at a rate of at least 1.00% per annum (non-compounding) (to be determined on the pricing date) from and including the original issue
date to but excluding the related redemption date
3 Reflects the sum of the accreted value per note and
the supplemental redemption amount per note
4 Reflects the minimum per annum yield on the notes that
would be received if we elect to redeem the notes on the related redemption date, or at maturity, as applicable
|
| Business day: |
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions are authorized or obligated by law or executive order to close. |
Risk Factors
The following is a non-exhaustive list of certain key
risk factors for investors in the notes. You should read the risk factors below together with 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 our business
more generally. We also urge you to consult your investment, legal, tax, accounting and other advisors before you decide to invest in
the notes.
| § | The notes do not pay interest. The
notes are not appropriate for investors who require regular payments of interest. |
| § | The notes may be redeemed at our option prior
to the maturity date. We may redeem the notes, in whole but not in part, on any redemption date, upon not less than five
business days’ notice. In the event that we redeem the notes, you will receive the redemption amount applicable to that redemption
date, which is equal to the accreted value as of the relevant redemption date plus an additional amount that accrues on the stated principal
amount at a rate of at least 1.00% per annum (non-compounding) (to be determined on the pricing date). If we elect to redeem the notes
prior to maturity, we will do so at a time that is advantageous for us but when it may not be in your interest for us to do so. For
example, we may do so at a time when market interest rates have fallen, such that you are unable to reinvest your funds in an investment
with a yield as great as the accrual yield on the notes. You will not receive the supplemental redemption amount unless we elect to redeem
the notes prior to maturity. If we do not elect to redeem the notes prior to maturity, the payment at maturity will be equal to the accreted
value as of the maturity date, and the per annum yield on the notes will be less than the per annum yield you would have received if we
had elected to redeem the notes. |
| § | The notes are subject to the credit risk
of Citigroup Inc., and any actual or anticipated changes to its credit ratings or credit spreads may adversely affect the value of the
notes. You are subject to the credit risk of Citigroup Inc. If Citigroup Inc. defaults on its obligations under the notes, your investment
would be at risk and you could lose some or all of your investment. As a result, the value of the notes will be affected by changes in
the market’s view of Citigroup Inc.’s creditworthiness. Any decline, or anticipated decline, in Citigroup Inc.’s credit
ratings or any increase, or anticipated increase, in the credit spreads charged by the market for taking Citigroup Inc. credit risk is
likely to adversely affect the value of the notes. |
| § | The notes will not be listed on any securities
exchange and you may not be able to sell them prior to maturity. The notes will not be listed on any securities exchange. Therefore,
there may be little or no secondary market for the notes. CGMI currently intends to make a secondary market in relation to the notes and
to provide an indicative bid price for the notes on a daily basis. Any indicative bid price for the notes provided by CGMI will be determined
in CGMI’s sole discretion, taking into account prevailing |
market conditions and other relevant
factors, and will not be a representation by CGMI that the notes can be sold at that price or at all. CGMI may suspend or terminate making
a market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market,
there may be no secondary market at all for the notes because it is likely that CGMI will be the only broker-dealer that is willing to
buy your notes prior to maturity. Accordingly, an investor must be prepared to hold the notes until maturity.
| § | 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 “General Information—Temporary adjustment period” in this pricing supplement. |
| § | The notes are riskier than notes with a shorter
term. The notes are relatively long-dated, subject to our call right. Because the notes are relatively long-dated, many of the risks
of the notes are heightened as compared to notes with a shorter term, because you will be subject to those risks for a longer period of
time. In addition, the value of a longer-dated note is typically less than the value of an otherwise comparable note with a shorter term. |
| § | Secondary market sales of the notes may result
in a loss. You will be entitled to receive the then-applicable accreted value of your notes, subject to the credit risk of Citigroup
Inc., only if you hold the notes to maturity or earlier redemption at our option. If you are able to sell your notes in the secondary
market prior to such time, you are likely to receive less than the then-applicable accreted value of the notes. |
| § | The inclusion of underwriting fees and projected
profit from hedging in the issue price is likely to adversely affect secondary market prices. Assuming no changes in market
conditions or other relevant factors, the price, if any, at which CGMI may be willing to purchase the notes in secondary market transactions
will likely be lower than the then-applicable accreted value since the issue price of the notes will include, and secondary market prices
are likely to exclude, any underwriting fees paid with respect to the notes, as well as the cost of hedging our obligations under the
notes. The cost of hedging includes the projected profit that our affiliates may realize in consideration for assuming the risks inherent
in managing the hedging transactions. The secondary market prices for the notes are also likely to be reduced by the costs of unwinding
the related hedging transactions. Our affiliates may realize a profit from the expected hedging activity even if the value of the notes
declines. In addition, any secondary market prices for the notes may differ from values determined by pricing models used by CGMI, as
a result of dealer discounts, mark-ups or other transaction costs. |
| § | The price at which you may be able to sell
your notes prior to maturity will depend on a number of factors and may be substantially less than the then-applicable accreted value. A
number of factors will influence the value of the notes in any secondary market that may develop and the price at which CGMI may be willing
to purchase the notes in any such secondary market, including: interest rates in the market and the volatility of such rates, the time
remaining to maturity of the notes, hedging activities by our affiliates, any fees and projected hedging fees and profits, expectations
about whether we are likely to redeem the notes and any actual or anticipated changes in the credit ratings, financial condition and results
of Citigroup Inc. The value of the notes will vary and is likely to be less than the then-applicable accreted value at any time prior
to maturity or redemption, and sale of the notes prior to maturity or redemption may result in a loss. |
| § | The U.S. federal tax consequences of an assumption
of the notes are unclear. The notes may be assumed by a successor issuer, as discussed in “Additional Terms of the Notes.”
The law regarding whether or not such an assumption would be considered a taxable modification of the notes is not entirely clear and,
if the Internal Revenue Service (the “IRS”) were to treat the assumption as a taxable modification, a U.S. Holder would generally
be required to recognize gain (if any) on the notes and the timing and character of income recognized with respect to the notes after
the assumption could be affected significantly. You should read carefully the discussion under “United States Federal Income Tax
Considerations” in this pricing supplement. You should also consult your tax adviser regarding the U.S. federal tax consequences
of an assumption of the notes. |
Additional
Terms of the Notes
Successor Issuer
The notes are intended
to qualify as eligible debt securities for purposes of the Federal Reserve's total loss-absorbing capacity (“TLAC”) rule.
As a result, in the event of a Citigroup Inc. bankruptcy, Citigroup Inc.'s losses and any losses incurred by its subsidiaries would be
imposed first on Citigroup Inc.’s shareholders and then on its unsecured creditors, including the holders of the notes. Further,
in a bankruptcy proceeding of Citigroup Inc. any value realized by holders of the notes may not be sufficient to repay the amounts owed
on the notes. For more information about the consequences of “TLAC” on the notes, you should refer to the “Citigroup
Inc.” section beginning on page 12 of the accompanying prospectus.
Upon at least 15 business
days’ notice, any wholly owned subsidiary (the “successor issuer”) of Citigroup Inc. may, without the consent of any
holder of the notes, assume all of Citigroup Inc.’s obligations under the notes, and in such event Citigroup Inc. shall be released
from its obligations under the notes (in each case, except as described below), subject to the following conditions:
| (a) | Citigroup Inc. shall enter into a supplemental indenture under which Citigroup Inc. fully and
unconditionally guarantees all payments on the notes when due, agrees to comply with the covenants described in the section “Description
of Debt Securities—Covenants— |
Limitations
on Liens” and “—Limitations on Mergers and Sales of Assets” in the accompanying prospectus as applied to itself
and retains certain reporting obligations under the indenture;
| (b) | the successor issuer shall be organized under the laws of the United States of America, any
State thereof or the District of Columbia; and |
| (c) | immediately after giving effect to such assumption of obligations, no default or event of default
shall have occurred and be continuing. |
Upon any such assumption,
the successor issuer shall succeed to and be substituted for, and may exercise every right and power of, Citigroup Inc. under the notes
with the same effect as if such successor issuer had been named as the original issuer of the notes, and Citigroup Inc. shall be relieved
from all obligations and covenants under the notes, except that Citigroup Inc. shall have the obligations described in clause (a) above.
For the avoidance of doubt, the successor issuer shall not be responsible for Citigroup Inc.’s compliance with the covenants described
in clause (a) above.
If a successor issuer
assumes the obligations of Citigroup Inc. under the notes as described above, events of bankruptcy or insolvency or resolution proceedings
relating to Citigroup Inc. will not constitute an event of default with respect to the notes, nor will any breach of a covenant by Citigroup
Inc. (other than payment default). Therefore, if a successor issuer assumes the obligations of Citigroup Inc. under the notes as described
above, events of bankruptcy or insolvency or resolution proceedings relating to Citigroup Inc. (in the absence of any such event occurring
with respect to the successor issuer) will not give holders the right to declare the notes to be due and payable, and a breach of a covenant
by Citigroup Inc. (including the covenants described in the section “Description of Debt Securities—Covenants—Limitations
on Liens” and “—Limitations on Mergers and Sales of Assets” in the accompanying prospectus), other than payment
default, will not give holders the right to declare the notes to be due and payable. Furthermore, if a successor issuer assumes the obligations
of Citigroup Inc. under the notes as described above, it will not be an event of default under the notes if the guarantee of the notes
by Citigroup Inc. ceases to be in full force and effect or if Citigroup Inc. repudiates the guarantee.
There are no restrictions
on which subsidiary of Citigroup Inc. may be a successor issuer other than as specifically set forth above. The successor issuer may be
less creditworthy than Citigroup Inc. and/or may have no or nominal assets. If Citigroup Inc. is resolved in bankruptcy, insolvency or
other resolution proceedings and the notes are not contemporaneously declared due and payable, and if the successor issuer is subsequently
resolved in later bankruptcy, insolvency or other resolution proceedings, the value you receive on the notes may be significantly less
than what you would have received had the notes been declared due and payable immediately upon certain events of bankruptcy or insolvency
or resolution proceedings relating to Citigroup Inc. or the breach of a covenant by Citigroup Inc.
The notes are “specified
securities” for purposes of the indenture. The terms set forth above do not apply to all securities issued under the indenture,
but only to the notes offered by this pricing supplement (and similar terms may apply to other securities issued by Citigroup Inc. that
are identified as “specified securities” in the applicable pricing supplement).
You should read carefully
the discussion of U.S. federal tax consequences of any such assumption under “United States Federal Tax Considerations” in
this pricing supplement.
Events of Default and
Acceleration
In case an event of default
(as described in the accompanying prospectus) with respect to the notes shall have occurred and be continuing, the amount declared due
and payable upon any acceleration of the notes will be determined by the calculation agent and will equal, for each note, the accreted
value determined as described herein as of the date of acceleration. Such amount as so determined will constitute the final
payment on the notes, and no additional amounts will accrue with respect to the notes following the date of acceleration.
In case of default under
the notes, in respect of any payment due under the notes, no interest will accrue on such overdue payment either before or after the maturity
date.
| General Information |
| Temporary adjustment period: |
For a period of approximately five months following issuance of the notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated for the notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the notes. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the five-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors at any time. See “Risk Factors—The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity.” |
| U.S. federal income tax considerations: |
The notes will be treated as debt instruments that
are issued with original issue discount (and without any qualified stated interest) for U.S. federal income tax purposes. As a result,
U.S. Holders (as defined in the accompanying prospectus supplement) will be required to include original issue discount in their taxable
income over the term of the notes on a constant-yield basis, as described in the section of the accompanying prospectus supplement called
“United States Federal Tax Considerations—Tax Consequences to U.S. Holders—Original Issue Discount.” The amount
of original issue discount included in each year on a constant yield basis will be lower than the amount determined by reference to the
yield implied by the redemption schedule described above in “Key Terms,” unless the notes remain outstanding to maturity.
The following table states the amount of original
issue discount that will be deemed to have accrued with respect to a note for each accrual period (assuming a day count convention of
30 days per month and 360 days per year):
|
| |
ACCRUAL PERIOD |
OID DEEMED TO ACCRUE DURING ACCRUAL PERIOD (PER NOTE) |
TOTAL OID DEEMED TO HAVE ACCRUED FROM ISSUE DATE (PER NOTE) AS OF END OF ACCRUAL PERIOD |
| |
Issue Date |
— |
June 30, 2025 |
$26.630 |
$26.630 |
| |
July 1, 2025 |
— |
December 30, 2025 |
$27.340 |
$53.970 |
| |
January 1, 2026 |
— |
June 30, 2026 |
$28.068 |
$82.037 |
| |
July 1, 2026 |
— |
December 31, 2026 |
$28.815 |
$110.852 |
| |
January 1, 2027 |
— |
June 30, 2027 |
$29.582 |
$140.435 |
| |
July 1, 2027 |
— |
December 16, 2027 |
$30.370 |
$170.805 |
| |
January 1, 2028 |
— |
June 30, 2028 |
$31.179 |
$201.984 |
| |
July 1, 2028 |
— |
December 31, 2028 |
$32.009 |
$233.993 |
| |
January 1, 2029 |
— |
June 30, 2029 |
$32.862 |
$266.855 |
| |
July 1, 2029 |
— |
December 31, 2029 |
$33.737 |
$300.591 |
| |
January 1, 2030 |
— |
June 30, 2030 |
$34.635 |
$335.227 |
| |
July 1, 2030 |
— |
December 31, 2030 |
$35.558 |
$370.784 |
| |
January 1, 2031 |
— |
June 30, 2031 |
$36.504 |
$407.289 |
| |
July 1, 2031 |
— |
December 31, 2031 |
$37.477 |
$444.765 |
| |
January 1, 2032 |
— |
June 30, 2032 |
$38.475 |
$483.240 |
| |
July 1, 2032 |
— |
December 31, 2032 |
$39.499 |
$522.739 |
| |
January 1, 2033 |
— |
June 30, 2033 |
$40.551 |
$563.290 |
| |
July 1, 2033 |
— |
December 31, 2033 |
$41.631 |
$604.921 |
| |
January 1, 2034 |
— |
June 30, 2034 |
$42.740 |
$647.660 |
| |
July 1, 2034 |
— |
December 31, 2034 |
$43.878 |
$691.538 |
| |
January 1, 2035 |
— |
June 30, 2035 |
$45.046 |
$736.584 |
| |
July 1, 2035 |
— |
December 31, 2035 |
$46.246 |
$782.830 |
| |
January 1, 2036 |
— |
June 30, 2036 |
$47.477 |
$830.307 |
| |
July 1, 2036 |
— |
December 31, 2036 |
$48.742 |
$879.049 |
| |
January 1, 2037 |
— |
June 30, 2037 |
$50.040 |
$929.089 |
| |
July 1, 2037 |
— |
December 31, 2037 |
$51.372 |
$980.461 |
| |
January 1, 2038 |
— |
June 30, 2038 |
$52.740 |
$1,033.201 |
| |
July 1, 2038 |
— |
December 30, 2038 |
$54.145 |
$1,087.346 |
| |
January 1, 2039 |
— |
June 30, 2039 |
$55.587 |
$1,142.933 |
| |
July 1, 2039 |
— |
December 31, 2039 |
$57.067 |
$1,200.000 |
| |
Under their terms, the notes may be assumed by
a successor issuer, in which case we will guarantee the successor issuer’s payment obligations under the notes. See “Additional
Terms of the Notes.” We intend to treat such an assumption as not giving rise to a taxable modification of the notes. While our
counsel, Davis Polk & Wardwell LLP, believes this treatment of such an assumption is reasonable under current law and based on the
expected circumstances of the assumption, it has not rendered an opinion regarding such treatment in light of the lack of clear authority
addressing the consequences of such an assumption. Provided that an assumption of the notes is not a taxable modification, the U.S. federal
income tax treatment of the notes would not be affected by the assumption. However, if the IRS were to treat an assumption of the notes
as a taxable modification, the timing and character of income recognized with respect to the notes after the assumption could be affected
significantly, depending on circumstances at the time of the assumption. Moreover, a U.S. Holder (as defined in the accompanying prospectus
supplement) would generally be required to recognize gain (if any) with respect to the notes at the time of the assumption in the same
manner as described in the accompanying prospectus supplement in respect of a sale or other taxable disposition of the notes. You should
consult your tax adviser regarding the consequences of an assumption of the notes.
Both U.S. and non-U.S. persons considering an investment
in the notes should read the discussion under “United States Federal Tax Considerations,” and in particular the sections entitled
“United States Federal Tax Considerations—Tax Consequences to U.S. Holders,” “—Tax Consequences to Non-U.S.
Holders” and “—FATCA” in the accompanying prospectus supplement for more information regarding the U.S. federal
income tax consequences of an investment in the notes.
|
| Trustee: |
The Bank of New York Mellon (as trustee under an indenture dated November 13, 2013) will serve as trustee for the notes. |
| Use of proceeds and hedging: |
The net proceeds received from the sale of the notes will be used for
general corporate purposes and, in part, in connection with hedging our obligations under the notes through one or more of our affiliates.
Hedging activities related to the notes by one or more of our affiliates
involves trading in one or more instruments, such as options, swaps and/or futures, and/or taking positions in any other available securities
or instruments that we may wish to use in connection with such hedging and may include adjustments to such positions during the term of
the notes. It is possible that our affiliates may profit from this hedging activity, even if the value of the notes declines. Profit or
loss from this hedging activity could affect the price at which Citigroup Inc.’s affiliate, CGMI, may be willing to purchase your
notes in the secondary market. For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging”
in the accompanying prospectus.
|
| ERISA and IRA purchase considerations: |
Please refer to “Benefit Plan Investor Considerations” in the accompanying prospectus supplement for important information for investors that are ERISA or other benefit plans or whose underlying assets include assets of such plans. |
| Fees and selling concessions: |
CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale
of the notes, is acting as principal and will receive an underwriting fee of $15.00 for each note sold in this offering. CGMI will pay
selected dealers not affiliated with CGMI a selling concession of $15.00 for each note 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 notes declines. You should refer to “Risk
Factors” above and the section “Use of Proceeds and Hedging” in the accompanying prospectus.
|
| Supplemental information regarding plan of distribution; conflicts of interest: |
The terms and conditions set forth in the Amended and Restated Global
Selling Agency Agreement dated April 7, 2017 among Citigroup Inc. and the agents named therein, including CGMI, govern the sale and purchase
of the notes.
The notes will not be listed on any securities exchange.
In order to hedge its obligations under the notes, Citigroup Inc. expects
to enter into one or more swaps or other derivatives transactions with one or more of its affiliates. You should refer to the section
“General Information—Use of proceeds and hedging” in this pricing supplement and the section “Use of Proceeds
and Hedging” in the accompanying prospectus.
See “Plan of Distribution; Conflicts of Interest” in the
accompanying prospectus supplement for more information.
|
| Paying agent: |
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security representing the notes as custodian for The Depository Trust Company (“DTC”). |
| Contact: |
Clients may contact their local brokerage representative. Third party distributors may contact Citi Structured Investment Sales at (212) 723-7005. |
We encourage you to also read the accompanying prospectus
supplement and prospectus, which can be accessed via the hyperlink on the cover page of this pricing supplement.
Certain Selling Restrictions
Prohibition of Sales to EEA Retail
Investors
The notes may not be offered, sold or otherwise made
available to any retail investor in the European Economic Area. For the purposes of this provision:
| (a) | the expression “retail investor” means a person who is one (or more) of the following: |
| (i) | a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID
II”); or |
| (ii) | a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or |
| (iii) | not a qualified investor as defined in Directive 2003/71/EC; and |
| (b) | the expression “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the notes. |
Prohibition of Sales to United Kingdom
Retail Investors
The notes may not be offered, sold or otherwise made
available to any retail investor in the United Kingdom. For the purposes of this provision:
| (a) | the expression “retail investor” means a person who is one (or more) of the following: |
| (i) | a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part
of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) and the regulations made
under the EUWA; or |
| (ii) | a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as
amended) (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
United Kingdom domestic law by virtue of the EUWA and the regulations made under the EUWA; or |
| (iii) | not a qualified investor as defined in Regulation (3)(e) of the Prospectus Regulation; and |
| (b) | the expression “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the notes. |
Additional Information
We reserve the right to withdraw, cancel or modify any
offering of the notes and to reject orders in whole or in part prior to their issuance.
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