The information in this preliminary
pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. This preliminary pricing supplement and the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to
buy these securities, in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
MARCH 31, 2020
|
Citigroup Global Markets Holdings Inc.
|
March
---, 2020
Medium-Term
Senior Notes, Series N
Pricing
Supplement No. 2020-USNCH[ ]
Filed
Pursuant to Rule 424(b)(2)
Registration
Statement Nos. 333-224495 and 333-224495-03
|
Autocallable Securities Linked to the Worst Performing
of the S&P 500® Index and the Russell 2000® Index Due March 31, 2025
|
▪
|
The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings
Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest, do not guarantee
the repayment of principal at maturity and are subject to potential automatic early redemption on a periodic basis on the terms
described below. Your return on the securities will depend solely on the performance of the worst performing of the underlyings
specified below.
|
|
▪
|
The securities offer the potential for automatic early redemption at a premium following the first valuation date (other than
the final valuation date) on which the closing value of the worst performing underlying on that valuation date is greater than
or equal to its initial underlying value. If the securities are not automatically redeemed prior to maturity, the payment at maturity
will depend on the final underlying value of the worst performing underlying on the final valuation date. In this circumstance,
you will be repaid the stated principal amount of your securities at maturity so long as the final underlying value of the worst
performing underlying on the final valuation date is greater than or equal to its trigger value specified below, and if the final
underlying value of the worst performing underlying on the final valuation date is also greater than or equal to its initial underlying
value, you will also receive a premium. However, if the securities are not automatically redeemed prior to maturity and the
final underlying value of the worst performing underlying on the final valuation date is less than its trigger value, you will
incur a significant loss at maturity and will have full downside exposure to the depreciation of the worst performing underlying
from its initial underlying value to its final underlying value.
|
|
▪
|
You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements
in any one of the underlyings. Although you will have downside exposure to the worst performing underlying, you will not
receive dividends or participate in any appreciation of any of the underlyings.
|
|
▪
|
Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the
risk of not receiving any payments 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.
|
Underlying
|
Initial underlying value*
|
Trigger value**
|
S&P 500® Index
|
|
|
Russell 2000® Index
|
|
|
* For each underlying, its closing value on the pricing
date
** For each underlying, 60% of its initial underlying
value
|
Stated principal amount:
|
$1,000 per security
|
Pricing date:
|
April 9, 2020
|
Issue date:
|
April 15, 2020
|
Valuation dates:
|
April 9, 2021, April 11, 2022, April 10, 2023, April 9, 2024 and March 26, 2025 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
|
Maturity date:
|
Unless earlier redeemed, March 31, 2025
|
Automatic early redemption:
|
If, on any valuation date prior to the final valuation date, the closing value of the worst performing underlying on that valuation date is greater than or equal to its initial underlying value, the securities will be automatically redeemed on the third business day immediately following that valuation date for an amount in cash per security equal to $1,000 plus the premium applicable to that valuation date. If the securities are automatically redeemed following any valuation date prior to the final valuation date, they will cease to be outstanding and you will not receive the premium applicable to any later valuation date.
|
Payment at maturity:
|
If the securities are not automatically redeemed prior to maturity,
you will receive at maturity, for each security you then hold, an amount in cash equal to:
§
If the final underlying value of the worst performing underlying on the final valuation date is greater than or equal
to its initial underlying value: $1,000 + the premium applicable to the final valuation date
§
If the final underlying value of the worst performing underlying on the final valuation date is less than its initial
underlying value but greater than or equal to its trigger value: $1,000
§
If the final underlying value of the worst performing underlying on the final valuation date is less than its trigger
value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation date)
If the securities are not automatically redeemed prior to
maturity and the final underlying value of the worst performing underlying on the final valuation date is less than its trigger
value, you will receive significantly less than the stated principal amount of your securities, and possibly nothing, at maturity.
|
Listing:
|
The securities will not be listed on any securities exchange
|
CUSIP / ISIN:
|
17328VCS7 / US17328VCS79
|
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(3)
|
Per security:
|
$1,000
|
$11.25
|
$988.75
|
Total:
|
$
|
$
|
$
|
(Key Terms continued on next page)
(1) Citigroup Global Markets Holdings Inc. currently expects
that the estimated value of the securities on the pricing date will be at least $850.00 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) CGMI will receive an underwriting fee of up to $11.25 for
each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual
total underwriting fee. 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.
(3) The per security proceeds to issuer indicated above represent
the minimum per security proceeds to issuer for any security, assuming the maximum per security underwriting fee. As noted above,
the underwriting fee is variable.
Investing in the securities involves risks not associated
with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-6.
Neither the Securities and Exchange Commission
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 are 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,
which can be accessed via the hyperlinks below:
Prospectus Supplement and Prospectus each dated May 14, 2018
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.
|
|
KEY TERMS (continued)
|
Premium:
|
The premium applicable to each valuation date is indicated below.
The premium may be significantly less than the appreciation of any underlying from the pricing date to the applicable valuation
date.
·
April 9, 2021: 10.00% of the stated principal amount
·
April 11, 2022: : 20.00% of the stated principal amount
·
April 10, 2023: : 30.00% of the stated principal amount
·
April 9, 2024: : 40.00% of the stated principal amount
·
March 26, 2025: : 50.00% of the stated principal amount
|
Underlying return:
|
For each underlying on any valuation date, (i) its closing value on that valuation date minus its initial underlying value, divided by (ii) its initial underlying value
|
Worst performing underlying:
|
For any valuation date, the underlying with the lowest underlying return determined as of that valuation date
|
Final underlying value:
|
For each underlying, its closing value on the final valuation date
|
Additional Information
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, the accompanying product supplement contains important information about how the closing value of each underlying
will be determined and about adjustments that may be made to the terms of the securities upon the occurrence of market disruption
events and other specified events with respect to each underlying. The accompanying underlying supplement contains information
about each underlying that is 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 in deciding whether to invest
in the securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement.
Citigroup Global Markets Holdings Inc.
|
|
Payout Tables and Diagram
The table below illustrates how the amount payable per security
will be calculated if the closing value of the worst performing underlying on any valuation date is greater than or equal to its
initial underlying value.
If the first valuation date on which the closing value of the worst performing underlying on that valuation date is greater than or equal to its initial underlying value is . . .
|
. . . then you will receive the following payment per $1,000 security upon automatic early redemption or at maturity, as applicable:
|
April 9, 2021
|
$1,000 + applicable premium = $1,000 + $100 = $1,100
|
April 11, 2022
|
$1,000 + applicable premium = $1,000 + $200 = $1,200
|
April 10, 2023
|
$1,000 + applicable premium = $1,000 + $300 = $1,300
|
April 9, 2024
|
$1,000 + applicable premium = $1,000 + $400 = $1,400
|
March 26, 2025
|
$1,000 + applicable premium = $1,000 + $500 = $1,500
|
If, on any valuation date, the closing value of any underlying
is greater than or equal to its initial underlying value, but the closing value of the other underlying is less than its initial
underlying value, you will not receive the premium indicated above following that valuation date. In order to receive the premium
indicated above, the closing value of each underlying on the applicable valuation date must be greater than or equal to
its initial underlying value.
The table below indicates what your payment at maturity would
be for various hypothetical underlying returns of the worst performing underlying on the final valuation date, assuming the securities
are not automatically redeemed prior to maturity. Your actual payment at maturity (if the securities are not earlier automatically
redeemed) will depend on the actual final underlying value of the worst performing underlying on the final valuation date.
Hypothetical Payment at Maturity(1)
|
Hypothetical Underlying Return of Worst Performing Underlying on the Final Valuation Date
|
Hypothetical Payment at Maturity per Security
|
100.00%
|
$1,500.00
|
75.00%
|
$1,500.00
|
50.00%
|
$1,500.00
|
25.00%
|
$1,500.00
|
10.00%
|
$1,500.00
|
0.00%
|
$1,500.00
|
-0.01%
|
$1,000.00
|
-10.00%
|
$1,000.00
|
-25.00%
|
$1,000.00
|
-40.00%
|
$1,000.00
|
-40.01%
|
$599.90
|
-50.00%
|
$500.00
|
-75.00%
|
$250.00
|
-100.00%
|
$0.00
|
(1) Assumes the securities are not automatically redeemed
prior to maturity. Each security has a stated principal amount of $1,000.00.
Citigroup Global Markets Holdings Inc.
|
|
The diagram below illustrates the payment at maturity of the
securities, assuming the securities have not previously been automatically redeemed, for a range of hypothetical underlying returns
of the worst performing underlying on the final valuation date. Your payment at maturity (if the securities are not earlier automatically
redeemed) will be determined based solely on the performance of the worst performing underlying on the final valuation date.
Investors in the securities will not receive any dividends
with respect to the underlyings. The diagram and examples below do not show any effect of lost dividend yield over the term of
the securities. See “Summary Risk Factors—You will not receive dividends or have any other rights with respect
to the underlyings” below.
Payment at Maturity
|
|
n The Securities
|
n The Worst Performing Underlying
|
Citigroup Global Markets Holdings Inc.
|
|
Hypothetical
Examples of the Payment at Maturity
The examples below illustrate how to determine the payment at
maturity on the securities, assuming the securities are not automatically redeemed prior to maturity and the final underlying value
of the worst performing underlying on the final valuation date is less than its initial underlying value. The examples are solely
for illustrative purposes, do not show all possible outcomes and are not a prediction of any payment that may be made on the securities.
The examples below are based on the following hypothetical values
and do not reflect the actual initial underlying values or trigger values of the underlyings. For the actual initial underlying
values and trigger values, see the cover page of this pricing supplement. We have used these hypothetical values, rather than the
actual values, to simplify the calculations and aid understanding of how the securities work. However, you should understand that
the actual payments on the securities will be calculated based on the actual initial underlying value and trigger value of each
underlying, and not the hypothetical values indicated below.
Underlying
|
Hypothetical initial underlying value
|
Hypothetical trigger value
|
S&P 500® Index
|
100
|
60 (60% of its hypothetical initial underlying value)
|
Russell 2000® Index
|
100
|
60 (60% of its hypothetical initial underlying value)
|
The examples below are intended to illustrate how, if the securities
are not automatically redeemed prior to maturity, your payment at maturity will depend on the final underlying value of the worst
performing underlying on the final valuation date. Your actual payment at maturity per security will depend on the actual final
underlying value of the worst performing underlying on the final valuation date.
Example 1—Par Scenario.
Underlying
|
Hypothetical final underlying value
|
Hypothetical underlying return
|
S&P 500® Index
|
110
|
10%
|
Russell 2000® Index
|
90
|
-10%
|
In this example, the Russell 2000® Index has the
lowest underlying return and is, therefore, the worst performing underlying on the final valuation date. Because the final underlying
value of the worst performing underlying on the final valuation date is less than its initial underlying value but greater than
its trigger value, you would be repaid the stated principal amount of $1,000 per security at maturity but would not receive any
premium.
Example 2—Downside Scenario.
Underlying
|
Hypothetical final underlying value
|
Hypothetical underlying return
|
S&P 500® Index
|
30
|
-70%
|
Russell 2000® Index
|
80
|
-20%
|
In this example, the S&P 500® Index has the
lowest underlying return and is, therefore, the worst performing underlying on the final valuation date. Because the final underlying
value of the worst performing underlying on the final valuation date is less than its trigger value, you would receive a payment
at maturity per security that is significantly less than the stated principal amount, calculated as follows:
Payment at maturity per security = $1,000 + ($1,000 × the
underlying return of the worst performing underlying on the final valuation date)
= $1,000 + ($1,000 × -70%)
= $1,000 + -$700
= $300
In this example, you would incur a significant loss at maturity
and would have full downside exposure to the depreciation of the worst performing underlying on the final valuation date from its
initial underlying value to its final underlying value.
Citigroup Global Markets Holdings Inc.
|
|
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 each underlying. 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 advisors 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-7 in the
accompanying product supplement. You should also carefully read the risk factors included in the accompanying prospectus supplement
and in the documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual
Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup
Inc. more generally.
Citigroup Inc. will release quarterly earnings on April 15, 2020,
which is after the pricing date but on the issue date of these securities.
|
§
|
You may lose a significant portion or all of your investment. Unlike conventional debt securities, the securities do
not provide for the repayment of the stated principal amount at maturity in all circumstances. If the securities are not automatically
redeemed prior to maturity, your payment at maturity will depend on the final underlying value of the worst performing underlying
on the final valuation date. If the final underlying value of the worst performing underlying on the final valuation date is less
than its trigger value, you will lose 1% of the stated principal amount of the securities for every 1% by which the worst performing
underlying has declined from its initial underlying value. There is no minimum payment at maturity on the securities, and you may
lose up to all of your investment.
|
|
§
|
Your potential return on the securities is limited. Your potential return on the securities is limited to the applicable
premium payable upon automatic early redemption or at maturity. If the closing value of the worst performing underlying on one
of the valuation dates is greater than or equal to its initial underlying value, you will be repaid the stated principal amount
of your securities and will receive the fixed premium applicable to that valuation date, regardless of how significantly the closing
value of the worst performing underlying on that valuation date may exceed its initial underlying value. Accordingly, any premium
may result in a return on the securities that is significantly less than the return you could have achieved on a direct investment
in any or all of the underlyings.
|
|
§
|
The securities do not pay interest. You should not invest in the securities if you seek current income during the term
of the securities.
|
|
§
|
The securities are subject to heightened risk because they have multiple underlyings. The securities are more risky
than similar investments that may be available with only one underlying. With multiple underlyings, there is a greater chance that
any one underlying will perform poorly, adversely affecting your return on the securities.
|
|
§
|
The securities are subject to the risks of each of the underlyings and will be negatively affected if any one underlying
performs poorly. You are subject to risks associated with each of the underlyings. If any one underlying performs poorly, you
will be negatively affected. The securities are not linked to a basket composed of the underlyings, where the blended performance
of the underlyings would be better than the performance of the worst performing underlying alone. Instead, you are subject to the
full risks of whichever of the underlyings is the worst performing underlying.
|
|
§
|
You will not benefit in any way from the performance of any better performing underlying. The return on the securities
depends solely on the performance of the worst performing underlying, and you will not benefit in any way from the performance
of any better performing underlying.
|
|
§
|
You will be subject to risks relating to the relationship between the underlyings. It is preferable from your perspective
for the underlyings to be correlated with each other, in the sense that they tend to increase or decrease at similar times and
by similar magnitudes. By investing in the securities, you assume the risk that the underlyings will not exhibit this relationship.
The less correlated the underlyings, the more likely it is that any one of the underlyings will perform poorly over the term of
the securities. All that is necessary for the securities to perform poorly is for one of the underlyings to perform poorly. It
is impossible to predict what the relationship between the underlyings will be over the term of the securities. The underlyings
differ in significant ways and, therefore, may not be correlated with each other.
|
|
§
|
The securities may be automatically redeemed prior to maturity, limiting the term of the securities. If the closing
value of the worst performing underlying on any valuation date (other than the final valuation date) is greater than or equal to
its initial underlying value, the securities will be automatically redeemed. If the securities are automatically redeemed following
any valuation date (other than the final valuation date), they will cease to be outstanding and you will not receive the premium
applicable to any later valuation date. Moreover, you may not be able to reinvest your funds in another investment that provides
a similar yield with a similar level of risk.
|
Citigroup Global Markets Holdings Inc.
|
|
|
§
|
The securities offer downside exposure to the worst performing underlying, but no upside exposure to any underlying.
You will not participate in any appreciation in the value of any underlying over the term of the securities. Consequently, your
return on the securities will be limited to the applicable premium payable upon an automatic early redemption or at maturity and
may be significantly less than the return on any underlying over the term of the securities.
|
|
§
|
You will not receive dividends or have any other rights with respect to the underlyings. You will not receive any dividends
with respect to the underlyings. This lost dividend yield may be significant over the term of the securities. The payment scenarios
described in this pricing supplement do not show any effect of such lost dividend yield over the term of the securities. In addition,
you will not have voting rights or any other rights with respect to the underlyings or the stocks included in the underlyings.
|
|
§
|
The performance of the securities will depend on the closing values of the underlyings solely on the valuation dates, which
makes the securities particularly sensitive to volatility in the closing values of the underlyings on or near the valuation dates.
Whether the securities will be automatically redeemed prior to maturity will depend on the closing values of the underlyings solely
on the valuation dates (other than the final valuation date), regardless of the closing values of the underlyings on other days
during the term of the securities. If the securities are not automatically redeemed prior to maturity, what you receive at maturity
will depend solely on the final underlying value of the worst performing underlying on the final valuation date, and not on any
other day during the term of the securities. Because the performance of the securities depends on the closing values of the underlyings
on a limited number of dates, the securities will be particularly sensitive to volatility in the closing values of the underlyings
on or near the valuation dates. You should understand that the closing value of each underlying has historically been highly volatile.
|
|
§
|
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 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, is 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) any selling concessions or other fees
paid in connection with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection
with the offering of the securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other
of our affiliates in connection with hedging our obligations under the securities. These costs adversely affect the economic terms
of the securities because, if they were lower, the economic terms of the securities would be more favorable to you. The economic
terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary
market rate, to price the securities. See “The estimated value of the securities would be lower if it were calculated based
on our secondary market rate” below.
|
|
§
|
The estimated value of the securities was determined for us by our affiliate using proprietary pricing models. CGMI
derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing
so, it may have made discretionary judgments about the inputs to its models, such as the volatility of and correlation between
the underlyings, dividend yields on the underlyings 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 is payable on the securities.
|
Citigroup Global Markets Holdings Inc.
|
|
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
closing values of the underlyings, the volatility of the closing values of the underlyings, the correlation between the underlyings,
dividend yields on the underlyings, interest rates generally, the time remaining to maturity and our and Citigroup Inc.’s
creditworthiness, as reflected in our secondary market rate, among other factors described under “Risk Factors Relating
to the Securities—Risk Factors Relating to All Securities—The value of your securities prior to maturity will fluctuate
based on many unpredictable factors” in the accompanying product supplement. Changes in the closing values of the underlyings
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.
|
|
§
|
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.
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The Russell 2000® Index is 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.
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Our offering of the securities is not a recommendation
of any underlying. The fact that we are offering the securities does not mean that we believe that investing in an instrument
linked to the underlyings 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 underlyings or in instruments related to the underlyings, and
may publish research or express opinions, that in each case are inconsistent with an investment linked to the underlyings. These
and other activities of our affiliates may affect the closing values of the underlyings in a way that negatively affects the value
of and your return on the securities.
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The closing value of an underlying 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 in the underlyings or in financial instruments related
to the underlyings and may adjust such positions during the term of the securities. Our affiliates also take positions in the
underlyings or in financial instruments related to the underlyings 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 closing value of the underlyings in a way that negatively affects the value of and your return on the securities.
They could also result in substantial returns for us or our affiliates while the value of the securities declines.
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We and our affiliates may have economic interests
that are adverse to yours as a result of our affiliates’ business activities. Our affiliates engage in business activities
with a wide range of companies. These activities include extending loans, making and facilitating investments, underwriting securities
offerings and providing advisory services. These activities could involve or affect the underlyings in a way that negatively affects
the value of and your return on the securities. They could also result in substantial returns for us or our affiliates while the
value of the securities declines. In addition, in the course of this business, we or our affiliates may acquire non-public information,
which will not be disclosed to you.
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The calculation agent, which is an affiliate of ours,
will make important determinations with respect to the securities. If certain events occur during the term of the securities,
such as market disruption events and other events with respect to an underlying, CGMI, as calculation agent, will be required
to make discretionary judgments that could significantly affect your return on the securities. 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.
See “Risk Factors Relating to the Securities—Risk Factors Relating to All Securities—The
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Citigroup Global Markets Holdings Inc.
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calculation agent, which is an affiliate
of ours, will make important determinations with respect to the securities” in the accompanying product supplement.
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Changes that affect the underlyings may affect the
value of your securities. The sponsors of the underlyings may at any time make methodological changes or other changes in
the manner in which they operate that could affect the values of the underlyings. We are not affiliated with any such underlying
sponsor and, accordingly, we have no control over any changes any such sponsor may make. Such changes could adversely affect the
performance of the underlyings and the value of and your return on the securities.
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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. Moreover, future legislation, Treasury
regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.
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If you are a non-U.S. investor, you should review
the discussion of withholding tax issues in “United States Federal Tax Considerations—Non-U.S. Holders” below.
You should read carefully the discussion under “United
States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product
supplement and “United States Federal Tax Considerations” in this pricing supplement. You should also consult your
tax adviser regarding the U.S. federal tax consequences of an investment in the 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.
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Information About the S&P 500®
Index
The S&P 500® Index consists of the common
stocks of 500 issuers 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.
Please refer to the section “Equity Index Descriptions—The
S&P U.S. Indices” in the accompanying underlying supplement for additional information.
We have derived all information regarding the S&P 500®
Index from publicly available information and have not independently verified any information regarding the S&P 500®
Index. This pricing supplement relates only to the securities and not to the S&P 500® Index. We make no representation
as to the performance of the S&P 500® Index over the term of the securities.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the S&P 500® Index is not involved in any
way in this offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing value of the S&P 500® Index on
March 27, 2020 was 2,541.47.
The graph below shows the closing value of the S&P 500®
Index for each day such value was available from January 4, 2010 to March 27, 2020. We obtained the closing values from Bloomberg
L.P., without independent verification. You should not take the historical closing values as an indication of future performance.
S&P 500® Index – Historical Closing Values
January 4, 2010 to March 27, 2020
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Information About the 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 FTSE Russell.
Please refer to the section “Equity Index Descriptions—The
Russell Indices” in the accompanying underlying supplement for additional information.
We have derived all information regarding the Russell 2000®
Index from publicly available information and have not independently verified any information regarding the Russell 2000®
Index. This pricing supplement relates only to the securities and not to the Russell 2000® Index. We make no representation
as to the performance of the Russell 2000® Index over the term of the securities.
The securities represent obligations of Citigroup Global Markets
Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Russell 2000® Index is not involved in any
way in this offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing value of the Russell 2000® Index on
March 27, 2020 was 1,131.988.
The graph below shows the closing value of the Russell 2000®
Index for each day such value was available from January 4, 2010 to March 27, 2020. We obtained the closing values from Bloomberg
L.P., without independent verification. You should not take the historical closing values as an indication of future performance.
Russell 2000® Index – Historical Closing Values
January 4, 2010 to March 27, 2020
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United States Federal Tax Considerations
You should read carefully the discussion under “United
States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product
supplement and “Summary Risk Factors” in this pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP,
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. Moreover, our counsel’s opinion is based on market
conditions as of the date of this preliminary pricing supplement and is subject to confirmation on the pricing date.
Assuming this treatment of the 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:
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You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or
exchange.
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Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to
the difference between the amount realized and your tax basis in the security. Such gain or loss should be long-term capital gain
or loss if you held the security for more than one year.
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We do not plan to request a ruling from the IRS regarding the
treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences
of ownership and disposition of the securities, including the timing and character of income recognized. In addition, the U.S.
Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid
forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future
regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative
contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult
your tax adviser regarding possible alternative tax treatments of the securities and potential changes in applicable law.
Non-U.S. Holders. Subject to the discussions below and
in “United States Federal Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder
(as defined in the accompanying product supplement) of the 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.
As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations
promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed
paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying Equities”)
or indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate
the economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury
regulations. However, the regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2023
that do not have a “delta” of one. Based on the terms of the securities and representations provided by us as of the
date of this preliminary pricing supplement, our counsel is of the opinion that the securities should not be treated as transactions
that have a “delta” of one within the meaning of the regulations with respect to any U.S. Underlying Equity and, therefore,
should not be subject to withholding tax under Section 871(m). However, the final determination regarding the treatment of the
securities under Section 871(m) will be made as of the pricing date for the securities, and it is possible that the securities
will be subject to withholding tax under Section 871(m) based on the circumstances as of that date.
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, including your other transactions. You should consult your tax adviser regarding the
potential application of Section 871(m) to the securities.
If withholding tax applies to the securities, we will not be
required to pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United States
Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with
that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the 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 up to $11.25
for each security sold in this offering. The actual underwriting fee will be equal to the selling concession provided to selected
dealers, as described in this paragraph. From this underwriting fee, CGMI will pay selected
Citigroup Global Markets Holdings Inc.
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dealers not affiliated with CGMI a variable selling concession
of up to $11.25 for each security they sell. For the avoidance of doubt, any fees or selling concessions described in this pricing
supplement will not be rebated if the securities are automatically redeemed prior to maturity.
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.
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 it is uncertain what the values
of the inputs to CGMI’s proprietary pricing models will be on the pricing date.
For a period of approximately three months following issuance
of the securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will
be indicated for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also
publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value
that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be
realized by CGMI or its affiliates over the term of the securities. The amount of this temporary upward adjustment will decline
to zero on a straight-line basis over the three-month temporary adjustment period. However, CGMI is not obligated to buy the securities
from investors at any time. See “Summary Risk Factors—The securities will not be listed on any securities exchange
and you may not be able to sell them prior to maturity.”
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
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(i)
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to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or
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(ii)
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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
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(iii)
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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
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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
Citigroup Global Markets Holdings Inc.
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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:
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(a)
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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
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(b)
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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:
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(i)
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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
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(ii)
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where no consideration is or will be given for the transfer; or
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(iii)
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where the transfer is by operation of law; or
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(iv)
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pursuant to Section 276(7) of the Securities and Futures Act; or
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(v)
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as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
of Singapore.
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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.
© 2020 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.