| Citigroup Inc. | Offering Summary No. 2016-CMTNG0883 dated February 11, 2016 relating to Preliminary Pricing Supplement No. 2016-CMTNG0883 dated February 11, 2016 Registration Statement No. 333-192302 |
| Contingent Buffered Notes Based on the S&P 500® Index Due February----, 2019 | Filed Pursuant to Rule 433
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Overview. The securities are unsecured senior debt securities issued by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay a fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than, equal to or less than the stated principal amount, depending on the performance of the S&P 500® Index (the “underlying index”) from the initial index level to the final index level. The securities offer leveraged exposure to the potential appreciation of the underlying index and contingent repayment of the stated principal amount at maturity if, and only if, the underlying index does not depreciate by more than 29.15% from the initial index level to the final index level. In exchange for these features, investors in the securities must be willing to forgo any dividends that may be paid on the stocks that constitute the underlying index. In addition, investors in the securities must be willing to accept full downside exposure to the underlying index if the underlying index depreciates by more than 29.15%. All payments on the securities are subject to the credit risk of Citigroup Inc. The securities will not be listed on any securities exchange and may have limited or no liquidity. |
| Preliminary Terms | ||
| Issuer: | Citigroup Inc. Upon at least 15 business days’ notice, any wholly owned subsidiary of Citigroup Inc. may, without the consent of any holder of the securities, assume Citigroup Inc.’s obligations under the securities, and in such event Citigroup Inc. shall be released from its obligations under the securities, subject to certain conditions, including the condition that Citigroup Inc. fully and unconditionally guarantee all payments under the securities. See “Additional Terms of the Securities” in the accompanying preliminary pricing supplement. | |
| Underlying index: | The S&P 500® Index (ticker symbol: “SPX”) | |
| Pricing date: | Expected to be February 12, 2016 | |
| Final valuation dates: | Expected to be February 11, 12, 13, 14 and 15, 2019, each subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur | |
| Maturity date: | Expected to be February 21, 2019 | |
| Payment at maturity: | For each $1,000 stated principal amount security you hold at maturity: · If the final index level is greater than the initial index level: $1,000 + the leveraged return amount · If the final index level is less than or equal to the initial index level but greater than or equal to the barrier level: $1,000 · If the final index level is less than the barrier level: $1,000 × the index performance factor |
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| Initial index level: | The closing level of the underlying index on the pricing date | |
| Final index level: | The arithmetic average of the closing level of the underlying index on each of the final valuation dates | |
| Index performance factor: | The final index level divided by the initial index level | |
| Index percent increase: | The final index level minus the initial index level, divided by the initial index level | |
| Leveraged return amount: | $1,000 × the index percent increase × the leverage factor | |
| Leverage factor: | 125.00% | |
| Barrier level: | 70.85% of the initial index level | |
| CUSIP / ISIN: | 17298CA65 / US17298CA650 | |
| This offering summary does not contain all of the material information an investor should consider before investing in the securities. This offering summary is not for distribution in isolation and must be read together with the accompanying preliminary pricing supplement and the other documents referred to therein, which can be accessed via the following hyperlink: Preliminary Pricing Supplement dated February 11, 2016 | ||
| Selected Risk Considerations | ||
· You may lose some or all of your investment. If the final index level is less than the barrier level, the contingent repayment of the stated principal amount at maturity will not apply and you will lose 1% of the stated principal amount of the securities for every 1% by which the final index level is less than the initial index level. The securities offer no protection at all if the underlying index depreciates by more than 29.15%. · The securities do not pay interest. · Investing in the securities is not equivalent to investing in the underlying index or the stocks that constitute the underlying index. You will not have voting rights, rights to receive dividends or any other rights with respect to the stocks that constitute the underlying index. · The securities are subject to the credit risk of Citigroup Inc. If Citigroup Inc. defaults on its obligations under the securities, you may not receive anything owed to you under the securities. · The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity. · The estimated value of the securities on the pricing date will be less than the issue price. For more information about the estimated value of the securities, see the accompanying preliminary pricing supplement. · The value of the securities prior to maturity is likely to be less than the issue price and will fluctuate based on many unpredictable factors. · Citigroup Inc. and its affiliates, and the placement agents and their affiliates, may have conflicts of interest with you. · The U.S. federal tax consequences of an investment in the securities are unclear.
The above summary of selected risks does not describe all of the risks associated with an investment in the securities. You should read the accompanying preliminary pricing supplement and product supplement for a more complete description of risks relating to the securities.
Citigroup Inc. has filed a registration statement (including the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement and prospectus in that registration statement (File No. 333-192302) and the other documents Citigroup Inc. has filed with the SEC for more complete information about Citigroup Inc. and this offering. You may obtain these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request these documents by calling toll-free 1-800-831-9146. |
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| Hypothetical Payment at Maturity Diagram* | |||
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| Hypothetical Payment at Maturity Table* | |||
| Hypothetical Final Index Level | Hypothetical Percentage Change from Initial Index Level to Final Index Level | Hypothetical Payment at Maturity per Security | Hypothetical Total Return on Securities at Maturity |
| 3,230.00 | 70.00% | $1,875.00 | 87.50% |
| 3,040.00 | 60.00% | $1,750.00 | 75.00% |
| 2,850.00 | 50.00% | $1,625.00 | 62.50% |
| 2,660.00 | 40.00% | $1,500.00 | 50.00% |
| 2,470.00 | 30.00% | $1,375.00 | 37.50% |
| 2,280.00 | 20.00% | $1,250.00 | 25.00% |
| 2,090.00 | 10.00% | $1,125.00 | 12.50% |
| 1,900.00 | 0.00% | $1,000.00 | 0.00% |
| 1,710.00 | -10.00% | $1,000.00 | 0.00% |
| 1,520.00 | -20.00% | $1,000.00 | 0.00% |
| 1,346.15 | -29.15% | $1,000.00 | 0.00% |
| 1,346.14 | -29.16% | $708.40 | -29.16% |
| 1,330.00 | -30.00% | $700.00 | -30.00% |
| 1,140.00 | -40.00% | $600.00 | -40.00% |
| 950.00 | -50.00% | $500.00 | -50.00% |
| 760.00 | -60.00% | $400.00 | -60.00% |
| 570.00 | -70.00% | $300.00 | -70.00% |
| 0.00 | -100.00% | $0.00 | -100.00% |
| * The diagram and table above illustrate the payment at maturity per security for a range of hypothetical percentage changes from the initial index level to the final index level. The table assumes a hypothetical initial index level of 1,900.00 and a hypothetical barrier level of 1,346.15. Your actual payment at maturity per security will depend on the actual initial index level, the actual barrier level and the actual final index level. | |||