Title of each class of securities to be registered
|
Maximum aggregate offering price
|
Amount of registration fee(1) (2)
|
||
Medium-Term Senior Notes, Series G
|
$15,812,170
|
$1,837.37
|
(1)
|
Calculated in accordance with Rule 457(r) of the Securities Act.
|
(2)
|
Pursuant to Rule 457(p) under the Securities Act, the $254,328.95 remaining of the relevant portion of the registration fees previously paid with respect to unsold securities registered on Registration Statement File No. 333-172554, filed on March 2, 2011 by Citigroup Funding Inc., a wholly owned subsidiary of Citigroup Inc., is being carried forward, of which $1,837.37 is offset against the registration fee due for this offering and of which $252,491.58 remains available for future registration fee offset. No additional registration fee has been paid with respect to this offering. See the “Calculation of Registration Fee” table accompanying the filing of Pricing Supplement No. 2015-CMTNG0369 dated February 12, 2015, filed by Citigroup Inc. on February 17, 2015, for information regarding the registration fees that are being carried forward.
|
Citigroup Inc.
|
April 30, 2015
Medium-Term Senior Notes, Series G
Pricing Supplement No. 2015-CMTNG0464
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-192302
|
▪
|
The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay a fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than, equal to or less than the stated principal amount, depending on the performance of the S&P 500® Index (the “underlying index”) from the initial index level to the final index level.
|
▪
|
The securities offer leveraged exposure to a limited range of potential appreciation of the underlying index and a limited buffer against the potential depreciation of the underlying index as described below. In exchange for those features, investors in the securities must be willing to forgo (i) any appreciation of the underlying index in excess of the maximum return at maturity specified below and (ii) any dividends that may be paid on the stocks that constitute the underlying index. In addition, investors in the securities must be willing to accept downside exposure to any depreciation of the underlying index in excess of the 10.00% buffer amount. If the underlying index depreciates by more than the buffer amount from the pricing date to the valuation date, you will lose 1% of the stated principal amount of your securities for every 1% by which that depreciation exceeds the buffer amount.
|
▪
|
In order to obtain the modified exposure to the underlying index that the securities provide, investors must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities if we default on our obligations. All payments on the securities are subject to the credit risk of Citigroup Inc.
|
KEY TERMS
|
||||
Underlying index:
|
The S&P 500® Index (ticker symbol: “SPX”)
|
|||
Aggregate stated principal amount:
|
$15,812,170
|
|||
Stated principal amount:
|
$10 per security
|
|||
Pricing date:
|
April 30, 2015
|
|||
Issue date:
|
May 5, 2015
|
|||
Valuation date:
|
April 30, 2018, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur
|
|||
Maturity date:
|
May 3, 2018
|
|||
Payment at maturity:
|
For each $10 stated principal amount security you hold at maturity:
▪ If the final index level is greater than the initial index level:
$10 + the leveraged return amount, subject to the maximum return at maturity
▪ If the final index level is equal to or less than the initial index level by an amount equal to or less than the buffer amount:
$10
▪ If the final index level is less than the initial index level by an amount greater than the buffer amount:
($10 × the index performance factor) + $1.00
If the final index level is less than the initial index level by more than the buffer amount, your payment at maturity will be less, and possibly significantly less, than the $10 stated principal amount per security. You should not invest in the securities unless you are willing and able to bear the risk of losing a significant portion of your investment.
|
|||
Initial index level:
|
2,085.51, the closing level of the underlying index on the pricing date
|
|||
Final index level:
|
The closing level of the underlying index on the valuation date
|
|||
Index performance factor:
|
The final index level divided by the initial index level
|
|||
Index percent increase:
|
The final index level minus the initial index level, divided by the initial index level
|
|||
Leveraged return amount:
|
$10 × the index percent increase × the leverage factor
|
|||
Leverage factor:
|
200.00%
|
|||
Maximum return at maturity:
|
$2.46 per security (24.60% of the stated principal amount). Because of the maximum return at maturity, the payment at maturity will not exceed $12.46 per security.
|
|||
Buffer amount:
|
10.00%
|
|||
Listing:
|
The securities will not be listed on any securities exchange
|
|||
CUSIP / ISIN:
|
17323B471 / US17323B4712
|
|||
Underwriter:
|
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
|
|||
Underwriting fee and issue price:
|
Issue price(1)(2)
|
Underwriting fee
|
Proceeds to issuer
|
|
Per security:
|
$10.00
|
$0.25(2)
|
$9.70
|
|
$0.05(3)
|
||||
Total:
|
$15,812,170.00
|
$474,365.10
|
$15,337,804.90
|
Citigroup Inc.
|
1,581,217 Buffer PLUS Based on the S&P 500® Index Due May 3, 2018
|
▪
|
As an alternative to direct exposure to the underlying index that enhances returns, subject to the maximum return at maturity, for a limited range of potential appreciation of the underlying index;
|
▪
|
To enhance returns and potentially outperform the underlying index in a moderately bullish scenario;
|
▪
|
To obtain a limited buffer against the potential depreciation of the underlying index; and
|
▪
|
To achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum return at maturity, while using fewer dollars by taking advantage of the leverage factor.
|
Maturity:
|
Approximately 3 years
|
|
Leverage factor:
|
200.00%, subject to the maximum return at maturity. The leverage factor applies only if the final index level is greater than the initial index level.
|
|
Maximum return at maturity:
|
$2.46 per security (24.60% of the stated principal amount)
|
|
Buffer amount:
|
10%
|
|
Minimum payment at maturity:
|
$1.00 per security (10% of the stated principal amount). Investors may lose up to 90% of the stated principal amount of the securities.
|
|
Interest:
|
None
|
April 2015
|
PS-2
|
Citigroup Inc.
|
1,581,217 Buffer PLUS Based on the S&P 500® Index Due May 3, 2018
|
Leveraged Upside Performance:
|
The securities offer investors an opportunity to capture enhanced returns relative to a direct investment in the underlying index within a limited range of positive performance.
|
Upside Scenario:
|
If the final index level is greater than the initial index level, the payment at maturity for each security will be equal to the $10 stated principal amount plus the leveraged return amount, subject to the maximum return at maturity.
|
Par Scenario:
|
If the final index level is less than or equal to the initial index level by no more than the buffer amount, which means that the underlying index has depreciated by no more than 10% from its initial index level, the payment at maturity will be $10 per security.
|
Downside Scenario:
|
If the final index level is less than the initial index level by more than the buffer amount, which means that the underlying index has depreciated by more than 10% from its initial index level, you will lose 1% for every 1% by which that depreciation exceeds the buffer amount (e.g., a 50% depreciation in the underlying index will result in a payment at maturity of $6.00 per security). The minimum payment at maturity is $1.00 per security. Accordingly, investors may lose a significant portion of their initial investment.
|
April 2015
|
PS-3
|
Citigroup Inc.
|
1,581,217 Buffer PLUS Based on the S&P 500® Index Due May 3, 2018
|
April 2015
|
PS-4
|
Citigroup Inc.
|
1,581,217 Buffer PLUS Based on the S&P 500® Index Due May 3, 2018
|
▪
|
You may lose up to 90.00% of your investment. Unlike conventional debt securities, the securities do not repay a fixed amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlying index. If the underlying index depreciates by more than the buffer amount, you will lose 1% of the stated principal amount of the securities for every 1% by which that depreciation exceeds the buffer amount.
|
▪
|
The securities do not pay interest. Unlike conventional debt securities, the securities do not pay interest or any other amounts prior to maturity. You should not invest in the securities if you seek current income during the term of the securities.
|
▪
|
Your potential return on the securities is limited. Your potential total return on the securities at maturity is limited to the maximum return at maturity of 24.60%, which is equivalent to a maximum return at maturity of $2.46 per security and would result in a maximum payment at maturity of $12.46 per security. Taking into account the leverage factor, any increase in the final index level over the initial index level by more than 12.30% will not increase your return on the securities and will progressively reduce the effective amount of leverage provided by the securities.
|
▪
|
Investing in the securities is not equivalent to investing in the underlying index or the stocks that constitute the underlying index. You will not have voting rights, rights to receive dividends or other distributions or any other rights with respect to the stocks that constitute the underlying index. As of April 30, 2015, the average dividend yield of the underlying index was approximately 1.99% per year. While it is impossible to know the future dividend yield of the underlying index, if this average dividend yield were to remain constant for the term of the securities, you would be forgoing an aggregate yield of approximately 5.97% (assuming no reinvestment of dividends) by investing in the securities instead of investing directly in the stocks that constitute the underlying index or in another investment linked to the underlying index that provides for a pass-through of dividends. The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield over the term of the securities.
|
▪
|
Your payment at maturity depends on the closing level of the underlying index on a single day. Because your payment at maturity depends on the closing level of the underlying index solely on the valuation date, you are subject to the risk that the closing level of the underlying index on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of the securities. If you had invested in another instrument linked to the underlying index that you could sell for full value at a time selected by you, or if the payment at maturity were based on an average of closing levels of the underlying index, you might have achieved better returns.
|
▪
|
The securities are subject to the credit risk of Citigroup Inc. If we default on our obligations under the securities, you may not receive anything owed to you under the securities.
|
▪
|
The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the securities on a daily basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI’s sole discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the securities because it is likely that CGMI will be the only broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity.
|
▪
|
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) the selling concessions and structuring fees paid in connection with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging our obligations under the securities. These costs adversely affect the economic terms of the securities because, if they were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See “The estimated value of the securities would be lower if it were calculated based on our secondary market rate” below.
|
▪
|
The estimated value of the securities was determined for us by our affiliate using proprietary pricing models. CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the underlying index, dividend yields on the stocks that constitute the underlying index and interest rates. CGMI’s views on these inputs may differ from your or
|
April 2015
|
PS-5
|
Citigroup Inc.
|
1,581,217 Buffer PLUS Based on the S&P 500® Index Due May 3, 2018
|
|
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 the market rate implied by traded instruments referencing our debt obligations in the secondary market for those debt obligations, which we refer to as our secondary market rate. If the estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs associated with the securities, which are generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that we will pay to investors in the securities, which do not bear interest.
|
▪
|
The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you in the secondary market. Any such secondary market price will fluctuate over the term of the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing supplement, any value of the securities determined for purposes of a secondary market transaction will be based on our secondary market rate, which will likely result in a lower value for the securities than if our internal funding rate were used. In addition, any secondary market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the securities will be less than the issue price.
|
▪
|
The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your securities prior to maturity will fluctuate based on the level and volatility of the underlying index and a number of other factors, including the price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that constitute the underlying index, interest rates generally, the time remaining to maturity and our creditworthiness, as reflected in our secondary market rate. You should understand that the value of your securities at any time prior to maturity may be significantly less than the issue price.
|
▪
|
Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The amount of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of the Securities” in this pricing supplement.
|
▪
|
Our offering of the securities does not constitute a recommendation of the underlying index. The fact that we are offering the securities does not mean that we believe that investing in an instrument linked to the underlying index is likely to achieve favorable returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short positions) in the stocks that constitute the underlying index or in instruments related to the underlying index or such stocks and may publish research or express opinions, that in each case are inconsistent with an investment linked to the underlying index. These and other activities of our affiliates may affect the level of the underlying index in a way that has a negative impact on your interests as a holder of the securities.
|
▪
|
The level of the underlying index may be adversely affected by our or our affiliates’ hedging and other trading activities. We have hedged our obligations under the securities through CGMI or other of our affiliates, who have taken positions directly in the stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks and may adjust such positions during the term of the securities. Our affiliates also trade the stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks on a regular basis (taking long or short positions or both), for their accounts, for other accounts under their management or to facilitate transactions on behalf of customers. These activities could affect the level of the underlying index in a way that negatively affects the value of the securities. They could also result in substantial returns for us or our affiliates while the value of the securities declines.
|
▪
|
We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities. Our affiliates may currently or from time to time engage in business with the issuers of the stocks that constitute the underlying index, including extending loans to, making equity investments in or providing advisory services to such issuers. In the course of this business, we or our affiliates may acquire non-public information about such issuers, which we will not disclose to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against such issuer that are available to them without regard to your interests.
|
April 2015
|
PS-6
|
Citigroup Inc.
|
1,581,217 Buffer PLUS Based on the S&P 500® Index Due May 3, 2018
|
▪
|
The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If certain events occur, such as market disruption events or the discontinuance of the underlying index, CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your payment at maturity. In making these judgments, the calculation agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the securities.
|
▪
|
Adjustments to the underlying index may affect the value of your securities. S&P Down Jones Indices LLC (the “underlying index publisher”) may add, delete or substitute the stocks that constitute the underlying index or make other methodological changes that could affect the level of the underlying index. The underlying index publisher may discontinue or suspend calculation or publication of the underlying index at any time without regard to your interests as holders of the securities.
|
▪
|
The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities might be materially and adversely affected. As described below under “United States Federal Tax Considerations,” in 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, including the character and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should be subject to withholding tax, possibly with retroactive effect. You should read carefully the discussion under “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and “United States Federal Tax Considerations” in this 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.
|
April 2015
|
PS-7
|
Citigroup Inc.
|
1,581,217 Buffer PLUS Based on the S&P 500® Index Due May 3, 2018
|
S&P 500® Index – Historical Closing Levels
January 4, 2010 to April 30, 2015
|
|
|
·
|
You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or exchange.
|
|
·
|
Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to the difference between the amount realized and your tax basis in the security. Such gain or loss should be long-term capital gain or loss if you held the security for more than one year.
|
April 2015
|
PS-8
|
Citigroup Inc.
|
1,581,217 Buffer PLUS Based on the S&P 500® Index Due May 3, 2018
|
April 2015
|
PS-9
|
Citigroup Inc.
|
1,581,217 Buffer PLUS Based on the S&P 500® Index Due May 3, 2018
|
April 2015
|
PS-10
|