424B2 1 dp35572_424b2.htm AMENDMENT NO. 1 TO PRELIMINARY PRICING SUPPLEMENT

Filed Pursuant to Rule 424(b)(2)

Registration No. 333-172562

This Amendment No. 1 to the preliminary pricing supplement is being filed to remove the minimum investment amount specified in the original preliminary pricing supplement on pages PS-1, PS-2 and PS-12.

The information in this 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 pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 17, 2013

PRICING SUPPLEMENT NO. 2013—CMTNH______ DATED JANUARY , 2013

(TO PROSPECTUS SUPPLEMENT DATED DECEMBER 20, 2012 AND PROSPECTUS DATED MAY 12, 2011)

MEDIUM-TERM SENIOR NOTES, SERIES H

CITIGROUP INC.

Strategic Market Access Notes Based Upon a Basket of Energy-Related Master Limited Partnerships

Due

·	The notes will mature on July , 2014 or February , 2015 (expected to be July 31, 2014 or February 2, 2015). The actual maturity date will be determined on the date the notes are initially priced for sale to the public, which we refer to as the pricing date.

·	Each note has a stated principal amount of $1,000. However, the notes are not principal protected. The amount you receive at maturity, if any, may be less than the stated principal amount of the notes and could be zero.

All payments due on the notes, including at maturity, will be based on the performance of the price of the common units (which we refer to as the basket components) of ten energy-related Master Limited Partnerships (MLPs) contained in a basket (which we refer to as the energy MLP basket) that will be equally weighted initially and rebalanced to equal weighting on October , 2013 or January , 2014 (expected to be October 28, 2013 or January 28, 2014), which date we refer to as the basket rebalancing date. The actual basket rebalancing date will be approximately nine or twelve months after the pricing date and will be determined on the pricing date.

We will pay interest on the notes quarterly on the of each January, April, July and October, beginning on April , 2013, and on the maturity date. The amount of interest payable per note will vary and for each quarterly interest period will equal the sum of (i) the fixed interest amount and (ii) the variable interest amount, which may be zero. The fixed interest amount will equal 0.10% per annum of each $1,000 note. The variable interest amount will equal the total amount of ordinary cash dividends with respect to the basket components for which an ex-date has occurred during each quarterly interest period, if any, for each $1,000 note, after giving effect to the $10 sales charge per note (which amount we refer to as the dividend amount).

If you hold your notes at maturity, you will receive for each note a maturity payment equal to the net investment value of the note on the third trading day prior to the maturity date (which we refer to as the valuation date), plus accrued and unpaid interest. The maturity payment you receive, if any, may be less than your initial investment in the notes and could be zero.

On the pricing date, the net investment value will be $990 per note. On any trading day after the pricing date, the net investment value per note will equal (A) (i) $990 multiplied by (ii) the basket return percentage of the energy MLP basket, which compares the value of the energy MLP basket on that trading day to its value on the pricing date plus (B) any accrued and unpaid dividend amount up to and including that trading day minus (C) an amount equal to the basket adjustment factor calculated up to and including that trading day (which amount we refer to as the accumulated basket adjustment fee).

Because the net investment value per note will be determined by multiplying the basket return percentage by $990, not by the stated principal amount of $1,000 per note, only 99.00% of the stated principal amount of the notes will participate in the appreciation, if any, of the energy MLP basket. Additionally, the net investment value per note will be calculated after the deduction of a basket adjustment factor of 1.00% per annum, which will accrue daily during the term of the notes based upon the net investment value on the immediately preceding trading day. The deduction of this basket adjustment factor will reduce the net investment value, and therefore, the return on your investment in the notes, if any. At maturity, you will receive an amount less than the stated principal amount of the notes unless the net investment value on the valuation date has increased from the net investment value on the pricing date by an amount greater than the sum of (i) the accumulated basket adjustment fee and (ii) a sales charge of $10 per note. The sales charge represents the underwriting fee payable by us for notes sold in this offering to brokerage accounts.

·	The notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.

·	The notes will not be listed on any securities exchange. You should not invest in the notes unless you are willing to hold them to maturity

Investing in the notes involves a number of risks. See “Risk Factors Relating to the Notes” beginning on page PS-7.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes or determined that this pricing supplement and accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The notes are not deposits or savings accounts but are senior unsecured debt obligations of Citigroup Inc. The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or by any other governmental agency or instrumentality.

	Per Note		Total
Public Offering Price(1)	$	1,000.00	$
Underwriting Fee(2)	$	10.00	$
Proceeds to Citigroup Inc.	$	990.00	$

(1)	The public offering price for investors purchasing the notes in fee-based advisory accounts will be $990 per note.

(2)

Citigroup Global Markets Inc., an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of $10 for each $1,000 note sold in this offering to brokerage accounts. Citigroup Global Markets Inc. will pay selected dealers a selling concession of $10 for each $1,000 note they sell to brokerage accounts. Citigroup Global Markets Inc. will not receive an underwriting fee, and dealers will not receive a selling concession, for any sales of the notes to fee-based advisory accounts. Additionally, it is possible that Citigroup Global Markets Inc. and its affiliates may profit from expected hedging activity related to this offering, even if the value of the notes declines. You should refer to “Risk Factors Relating to the Notes” and “Plan of Distribution; Conflicts of Interest” in this pricing supplement for more information.

Citigroup Global Markets Inc. expects to deliver the notes to purchasers on or about January , 2013.

Investment Products

Not FDIC Insured

May Lose Value

No Bank Guarantee

SUMMARY INFORMATION—Q&A

What Are the Notes?

The notes are senior unsecured debt securities of Citigroup Inc. offering no principal protection. Any maturity payment you receive may be less than your initial investment in the notes and could be zero. All payments due on the notes, including at maturity, will be based on the performance of the basket components contained in the energy MLP basket. The basket components will be initially equally weighted and rebalanced to equal weighting on October , 2013 or January , 2014 (expected to be October 28, 2013 or January 28, 2014), which date we refer to as the basket rebalancing date. The actual basket rebalancing date will be approximately nine or twelve months after the pricing date and will be determined on the pricing date. The common units of the following ten MLPs comprise the basket components:

MLP Name	Ticker	Exchange
Access Midstream Partners, L.P.	ACMP	NYSE
DCP Midstream Partners, LP	DPM	NYSE
Enterprise Products Partners L.P.	EPD	NYSE
EQT Midstream Partners, LP	EQM	NYSE
Golar LNG Partners LP	GMLP	NASDAQ Global Market
MarkWest Energy Partners, L.P.	MWE	NYSE
Targa Resources Partners LP	NGLS	NYSE
Plains All American Pipeline, L.P.	PAA	NYSE
Western Gas Partners, LP	WES	NYSE
Williams Partners L.P.	WPZ	NYSE

On the pricing date, the net investment value will be $990 per note. On any trading day after the pricing date, the net investment value per note will equal (A) (i) $990 multiplied by (ii) the basket return percentage plus (B) any accrued and unpaid dividend amount up to and including that trading day minus (C) the accumulated basket adjustment fee.

At maturity, you will receive for any note you then hold a maturity payment equal to the net investment value of the note on the valuation date, plus accrued and unpaid interest. Because the net investment value per note will be determined by multiplying the basket return percentage by $990, not by the stated principal amount of $1,000 per note, only 99.00% of the stated principal amount of the notes will participate in the appreciation, if any, of the energy MLP basket. You should refer to “Description of the Notes—Net Investment Value” in this pricing supplement for more information.

The net investment value will be calculated after the deduction of an adjustment factor of 1.00% per annum which will accrue daily during the term of the notes based upon the net investment value on the immediately preceding trading day. At maturity, you will receive an amount less than the stated principal amount of the notes unless the net investment value on the valuation date has increased from the net investment value on the pricing date by an amount greater than the sum of (i) the accumulated basket adjustment fee and (ii) a sales charge of $10 per note. The sales charge represents the underwriting fee payable by us for notes sold in this offering to brokerage accounts.

If you choose to sell your notes in the secondary market, if any, prior to maturity, the price at which you will be able to sell your notes will depend on a number of factors and may be substantially less than the amount you originally invest.

The notes will mature on July , 2014 or February , 2015 (expected to be July 31, 2014 or February 2, 2015). The actual maturity date will be determined on the pricing date. The notes are senior unsecured debt securities issued by Citigroup Inc. The notes will rank equally with all other unsecured and unsubordinated debt of Citigroup Inc. All payments on the notes are subject to the credit risk of Citigroup Inc.

Each note represents a stated principal amount of $1,000. You may transfer the notes only in units of $1,000 and integral multiples of $1,000. You will not have the right to receive physical certificates evidencing your ownership except under limited circumstances. Instead, we will issue the notes in the form of a global certificate, which will be held by The Depository Trust Company (“DTC”) or its nominee. Direct and indirect participants in DTC will record beneficial ownership of the notes by individual

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investors. Accountholders in the Euroclear or Clearstream Banking clearance systems may hold beneficial interests in the notes through the accounts those systems maintain with DTC. You should refer to the section “Description of Debt Securities—Book-Entry Procedures and Settlement” in the accompanying prospectus.

Will I Receive Interest on the Notes?

Yes. The notes will bear a total amount of interest equal to the sum of a (i) the fixed interest amount and (ii) the variable interest amount, which may be zero. We will pay interest in cash quarterly on the of each January, April, July and October, beginning on April , 2013, and on the maturity date. We refer to each of these quarterly payment dates as an interest payment date and to the date three trading days prior to each interest payment date as an interest determination date. Each period from but excluding an interest determination date, or the pricing date, to and including the next interest determination date, we refer to as an interest period. The interest rate calculated for any interest period is applicable only to that interest period. The interest payments for any other interest period will vary and may be $0.25 per note.

The fixed interest amount for any interest period will equal 0.10% per annum and will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

The variable interest amount for any interest period will equal the dividend amount accrued from but excluding the prior interest determination date to and including the next following interest determination date (or, in the case of the first interest period, from but excluding the pricing date to and including the first interest determination date). If the dividend amount is zero on any interest determination date, you will not receive a variable interest amount for the related interest period, and your interest payment for that interest period will be as little as $0.25 per note.

The dividend amount will equal the total amount of ordinary cash dividends with respect to the basket components for which an ex-date has occurred during the relevant time period, if any, for each $1,000 note after giving effect to the $10 sales charge per note.

The ex-date relating to the cash dividend on any basket component is the first date on which such common units trade in the regular way on their principal national securities exchange without the right to receive this cash dividend.

The structure of the interest payments on the notes differs from notes that bear interest at a fixed rate. You should understand how the interest rate calculations work before you invest in the notes. You can find more information in the section “Description of the Notes—Interest” in this pricing supplement.

Is There a Possibility of Loss of Principal?

Yes. The maturity payment, if any, will be based upon the net investment value on the third trading day prior to maturity. In order for you to receive at maturity at least the stated principal amount of the notes, the net investment value on the valuation date must be have increased from the net investment value on the pricing date by an amount greater than the sum of (i) the accumulated basket adjustment fee and (ii) a sales charge of $10 per note. If the net investment value declines or does not increase sufficiently, the payment you receive at maturity, if any, will be less, and possibly significantly less, than the stated principal amount of your notes. You should refer to “Description of the Notes—Amounts Payable at Maturity—Hypothetical Examples” and “Risk Factors Relating to the Notes—At Maturity You May Receive Less than Your Initial Investment in the Notes if the Value of the Energy MLP Basket Declines or Does Not Increase Significantly.”

Additionally, if you choose to sell your notes in the secondary market, if any, prior to maturity, the price at which you will be able to sell your notes will depend on a number of factors and may be substantially less than the amount you originally invest.

What Is the Net Investment Value of the Notes?

On the pricing date, the net investment value will be $990. On any trading day after the pricing date, the net investment value per note will equal (A) (i) $990.00 multiplied by (ii) the basket return percentage plus (B) any accrued and unpaid dividend amount up to and including that trading day minus (C) the accumulated basket adjustment fee.

The basket return percentage on any trading day will equal the following fraction, expressed as a percentage:

Ending basket value

Starting basket value

The starting basket value will equal 100 and will be set on the pricing date.

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The ending basket value on any trading day will equal the closing value of the energy MLP basket on that trading day.

The closing value of the energy MLP basket on any trading day will equal the sum of the product, for each basket component, of (i) the closing price of that basket component on that trading day and (ii) that basket component’s applicable basket composition ratio. The basket composition ratio for each basket component will be determined on the pricing date and the basket rebalancing date.

The accumulated basket adjustment fee on any trading day will equal the following formula:

where,

A = the accumulated basket adjustment fee on the immediately preceding trading day;

B = the basket adjustment factor of 1.00%;

C = the number of calendar days since the immediately preceding trading day; and

D = the net investment value on the immediately preceding trading day.

For more specific information about the net investment value, basket return percentage, closing value of the energy MLP basket, dividend amount, basket adjustment factor, and the effect of a market disruption event on the determination of the net investment value of the notes, please see “Description of the Notes—Net Investment Value” in this pricing supplement.

What Will I Receive at Maturity of the Notes?

The payment you receive at maturity of the notes, if any, will be equal to the net investment value of the notes determined on the valuation date, plus accrued and unpaid interest. For the avoidance of doubt, the payment you receive at maturity of the notes will include the final interest payment, without duplication with respect to the applicable accrued and unpaid dividend amount. The net investment value of the notes on the valuation date will depend on the performance of the energy MLP basket from the pricing date to the valuation date. In order for you to receive at the stated principal amount of $1,000 per note, the net investment value on the valuation date must have increased from the net investment value on the pricing date by an amount greater than the sum of (i) the accumulated basket adjustment fee and (ii) a sales charge of $10 per note. Otherwise, the amount you receive, if any, will be less than your initial investment in the notes and could be zero.

Where Can I Find Examples of Hypothetical Interest Payments and Maturity Payments?

For a table setting forth hypothetical interest payments and maturity payments on the notes, see “Description of the Notes—Hypothetical Examples of Interest Payments and Maturity Payments” in this pricing supplement.

What Are the Costs Related to an Investment in the Notes?

Sales Charge: The net investment value per note on any trading day after the pricing date will be determined by multiplying the basket return percentage by $990, not $1,000 per note. This $10 sales charge represents the underwriting fee payable by us for notes sold in this offering to brokerage accounts as set forth on the cover page of this pricing supplement.

Basket Adjustment Factor: The net investment value will be calculated after the deduction of an adjustment factor of 1.00% per annum, which will accrue daily during the term of the notes based upon the net investment value on the immediately preceding trading day. The deduction of this accumulated basket adjustment fee will reduce the net investment value and therefore, the return on your investment in the notes, if any. Taking the sales charge and the basket adjustment factor together, the net investment value on the valuation date must have increased from the net investment value on the pricing date by an amount greater than the sum of (i) the accumulated basket adjustment fee and (ii) a sales charge of $10 per note in order for you to receive at least the stated principal amount of the notes.

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For further information on the basket adjustment factor, please see “Description of the Notes—Net Investment Value” in this pricing supplement. You should also refer to “Risk Factors Relating to the Notes—You Will Not Fully Participate in any Appreciation of the Energy MLP Basket” in this pricing supplement.

Who Determines the Value of the Energy MLP Basket and What Does it Measure?

Citigroup Global Markets Inc. (“Citigroup Global Markets”), as calculation agent, will determine the value of the energy MLP basket as described in the section “Description of the Notes—Net Investment Value” in this pricing supplement. The energy MLP basket will represent the weighted returns of the common units of ten energy-related MLPs (the basket components) from the pricing date through the valuation date. Each of the basket components initially will be equally weighted based on the closing price of each basket component on the pricing date, as determined by the calculation agent, to achieve a starting basket value of 100 for the energy MLP basket on that date. The basket components will be rebalanced to equal weighting on the basket rebalancing date. Upon the occurrence of certain events, the calculation agent may also remove a basket component. If a basket component is removed, it will not be replaced and the amount of the closing value of the energy MLP basket represented by that removed basket component will be equally reapportioned to the remaining basket components. For further information on the selection criteria, removal and rebalancing of the energy MLP basket, please see “Description of the Energy MLP Basket” in this pricing supplement.

Please note that an investment in the notes does not entitle you to any direct dividend payments from the MLP issuers, voting rights or any other ownership or other interest in respect of the basket components and the MLP issuers.

How Have the Basket Components Performed Historically?

We have provided a table showing the high and low closing prices of each basket component, as well as the ordinary cash dividends paid per common unit, for each quarterly period from January 2, 2008 (or the earliest date thereafter for which information is available) through January 7, 2013, as well as a graph of the daily closing prices of each basket component for each day such prices were available during that same period. You can find the tables and graphs in the section “Description of the Basket Components”. We have provided this historical information to help you evaluate the behavior of the basket components in recent years. However, past performance is not indicative of how the basket components will perform in the future or whether or not cash dividends will be paid on the basket components during the term of the notes. You should also refer to the section “Risk Factors Relating to the Notes—The Historical Data on the Basket Components Are Not Indicative of the Future Performance of the Basket Components” and “—Certain Basket Components Have a Limited History” in this pricing supplement.

What Are the U.S. Federal Tax Consequences of Investing in the Notes?

See “United States Federal Tax Considerations” below for a description of the U.S. federal tax consequences of investing in the notes.

Will the Notes Be Listed on a Securities Exchange?

No. The notes will not be listed on any exchange. You should not invest in the notes unless you are willing to hold them to maturity.

Can You Tell Me More About Citigroup Inc.?

Citigroup Inc. is a diversified global financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers.

What Is the Role of Citigroup Inc.’s Affiliate, Citigroup Global Markets Inc.?

Our affiliate, Citigroup Global Markets, is the underwriter for the offering and sale of the notes. After the initial offering, Citigroup Global Markets intends to make a secondary market in relation to the notes and to provide an indicative bid price on a daily basis. Any indicative bid prices provided by Citigroup Global Markets shall be determined in Citigroup Global Markets’ sole discretion, taking into account prevailing market conditions, and shall not be a representation by Citigroup Global Markets that any instrument can be purchased or sold at such prices (or at all).

Notwithstanding the above, Citigroup Global Markets may suspend or terminate making a market and providing indicative bid prices without notice, at any time and for any reason. Consequently, there may be no market for the notes and investors should not assume that such a market will exist. Accordingly, an investor must be prepared to hold the notes until the maturity date. Where a

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market does exist, to the extent that an investor wants to sell the notes, the price may, or may not, be at a discount from the stated principal amount and the net investment value. You should refer to “Risk Factors Relating to the Notes” and “Plan of Distribution; Conflicts of Interest” in this pricing supplement for more information.

Citigroup Global Markets will also act as calculation agent for the notes. As calculation agent, Citigroup Global Markets will make determinations with respect to the notes. You should refer to “Risk Factors Relating to the Notes—The Calculation Agent, Which Is an Affiliate of Ours, Will Make Determinations With Respect to the Notes” in this pricing supplement for more information.

Can You Tell Me More About the Effect of Citigroup Inc.’s Hedging Activity?

We expect to hedge our obligations under the notes through one or more of our affiliates. This hedging activity will likely involve trading in each of the basket components. The costs of maintaining or adjusting this hedging activity could affect the price at which our affiliate Citigroup Global Markets may be willing to purchase your notes in any secondary market that may develop. Moreover, this hedging activity may result in our or our affiliates’ receipt of a profit, even if the value of the notes declines. You should refer to “Risk Factors Relating to the Notes—The Inclusion of Fees and Projected Profit From Hedging in the Issue Price Is Likely to Adversely Affect Secondary Market Prices,” “—Hedging and Trading Activity by the Calculation Agent and Its Affiliates Could Potentially Affect the Value of the Notes” and “—Citigroup Inc.’s Hedging Activity Could Result in a Conflict of Interest” in this pricing supplement and “Use of Proceeds and Hedging” in the accompanying prospectus.

Does ERISA Impose Any Limitations on Purchases of the Notes?

See “Benefit Plan Investor Considerations” below for a description of limitations on purchases of the notes.

Are There Any Risks Associated With My Investment?

Yes, the notes are subject to a number of risks. Please refer to the section “Risk Factors Relating to the Notes” in this pricing supplement.

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RISK FACTORS RELATING TO THE NOTES

Because the terms of the notes differ from those of conventional debt securities in that the amount you receive at maturity, if any, will be based on the net investment value of the notes, an investment in the notes entails significant risks not associated with similar investments in conventional debt securities, including, among other things, fluctuations in the value of the energy MLP basket and other events that are difficult to predict and beyond our control. Additionally, if you choose to sell your notes in the secondary market, if any, prior to maturity, the price at which you will be able to sell your notes will depend on a number of factors and may be substantially less than the amount you originally invest and the net investment value.

Risk Factors Relating to the Notes

At Maturity You May Receive Less than Your Initial Investment in the Notes if the Value of the Energy MLP Basket Declines or Does Not Increase Significantly

The amount payable at maturity, if any, will depend on the net investment value on the valuation date. As a result, the amount you receive at maturity, if any, may be less than the amount you paid for your notes. If the value of the energy MLP basket declines, remains the same or does not increase by an amount greater than the sum of (i) the accumulated basket adjustment fee and (ii) a sales charge of $10 per note from its value on the pricing date, so that the net investment value on the valuation date is less than $1,000 per note, the amount you receive for each note at maturity will be less than the stated principal amount of $1,000 per note. This will be true even if the value of the energy MLP basket at one or more times during the term of the notes exceeds the value of the energy MLP basket on the pricing date.

The Amount of Interest Payable on the Notes Will Vary and May Be as Low as 0.10% Per Annum

Because the variable interest amount portion of the interest payment on the notes is based on the dividend amount during the relevant interest period, the amount of interest payable on the notes will vary and may be as low as 0.10% per annum per $1,000 note. If the dividend amount is zero on any interest determination date, you will not receive a variable interest amount for the related interest period and the total amount of interest payable per note during that interest period will be $0.25 (0.10% per annum paid quarterly).

You Will Not Fully Participate in Any Appreciation of the Energy MLP Basket

Because the net investment value per note is determined by multiplying the basket return percentage by $990, not by the stated principal amount of $1,000 per note, only 99.00% of the stated principal amount of the notes will participate in the appreciation, if any, of the energy MLP basket. Additionally, the net investment value is calculated after deducting the basket adjustment factor, which further reduces your participation in the appreciation, if any, of the energy MLP basket. Thus, the net investment value on the valuation date must have increased from the net investment value on the pricing date by an amount greater than the sum of (i) the accumulated basket adjustment fee and (ii) a sales charge of $10 per note. This $10 sales charge represents the underwriting fee payable by us for notes sold in this offering to brokerage accounts as set forth on the cover page of this pricing supplement.

The Return on the Energy MLP Basket May Be Lower Than the Return on One or More of the Basket Components

Because the value of the energy MLP basket will be based on the closing prices of the ten basket components, a significant increase in the closing price of one basket component but not another may be substantially or entirely offset by a decrease in the closing price of another basket component. This may cause your return on the notes, if any, to be less than the return on a similar instrument linked to one or more of the basket components.

The Notes are Subject to the Credit Risk of Citigroup Inc., and Any Actual or Anticipated Changes to its Credit Ratings or Credit Spreads May Adversely Affect the Value of the Notes

Investors are dependent on the ability of Citigroup Inc. to pay all amounts due on the notes, and, therefore, investors are subject to the credit risk of Citigroup Inc. and to changes in the market’s view of Citigroup Inc.’s creditworthiness. If Citigroup Inc. defaults on its obligations under the notes, your investment would be at risk and you could lose some or all of your investment. Any decline, or anticipated decline, in Citigroup Inc.’s credit ratings or increase, or anticipated increase, in the credit spreads charged by the market for taking Citigroup Inc. credit risk is likely to adversely affect the value of the notes.

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The Notes Will Not Be Listed on Any Securities Exchange, and Secondary Trading May Be Limited

The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes.

Citigroup Global Markets intends to make a secondary market in relation to the notes and to provide an indicative bid price on a daily basis. Any indicative bid prices provided by Citigroup Global Markets shall be determined in Citigroup Global Markets’ sole discretion, taking into account prevailing market conditions, and shall not be a representation by Citigroup Global Markets that any instrument can be purchased or sold at such prices (or at all).

The Inclusion of Fees and Projected Profit From Hedging in the Issue Price Is Likely to Adversely Affect Secondary Market Prices

Assuming no change in market conditions or any other relevant factors, the price, if any, at which Citigroup Global Markets may be willing to purchase the notes in secondary market transactions will likely be lower than the issue price, since the issue price will include, and secondary market prices are likely to exclude, the cost of hedging our obligations under the notes, the accumulated basket adjustment fee and, for brokerage accounts, the $10 per note sales charge paid with respect to the notes. The $10 sales charge represents the underwriting fee payable by us for notes sold in this offering to brokerage accounts as set forth on the cover page of the pricing supplement. The cost of hedging includes the projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. Any secondary market price for the notes is also likely to be reduced by the costs of unwinding the related hedging transactions. Our affiliates may realize a profit from the expected hedging activity even if investors do not receive a favorable investment return under the terms of the notes or in any secondary market transaction. In addition, any secondary market prices may differ from values determined by pricing models used by Citigroup Global Markets, as a result of dealer discounts, mark-ups or other transaction costs.

Hedging and Trading Activity by the Calculation Agent and Its Affiliates Could Potentially Affect the Value of the Notes

Hedging activities related to the notes by one or more of our affiliates will likely involve trading in each of the basket components. This hedging activity on, or prior to, the pricing date could increase the closing prices of the basket components, and potentially increase the closing prices the basket components must be above on the valuation date before you can receive at maturity a payment that exceeds your initial investment in the notes. This hedging activity during the term of the notes could also affect the net investment value and therefore the value of the notes. It is possible that we or our affiliates may profit from our hedging activity, even if the value of the notes declines. Profit or loss from this hedging activity could affect the amount, if any, you receive at maturity and the price, if any, at which Citigroup Inc.’s affiliate Citigroup Global Markets may be willing to purchase your notes in any secondary market that may develop.

Citigroup Inc.’s affiliates, including Citigroup Global Markets, may from time to time buy or sell the basket components or derivative instruments relating to the basket components for their own accounts in connection with their normal business practices. These transactions could affect the value of the energy MLP basket and, thus, the value of the notes.

Investing in the Notes is Not Equivalent to Investing in the Basket Components

An investment in the notes is not equivalent to an investment in each of the basket components. The performance of the notes will reflect the $10 sales charge paid with respect to the notes, as well as the accumulated basket adjustment fee. Because of the sales charge, the net investment value of the notes and any dividend amount you may receive on the notes will be calculated based on $990 per note, not the stated principal amount of $1,000 per note, and the accumulated basket adjustment fee represents an additional 1.00% deduction per annum from the performance of the basket components (based on the net investment value on each trading date). Moreover, all payments on the notes are subject to the credit risk of Citigroup Inc. If we default on our obligations under the notes, your investment would be at risk and you could lose some or all of your investment. In addition, the notes may have significantly less liquidity than the basket components.

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The Price at Which You May Be Able to Sell Your Notes Prior to Maturity Will Depend on a Number of Factors and May Be Substantially Less Than the Amount You Originally Invest

We believe that the value of your notes, and the price, if any, at which you may be able to sell your notes prior to maturity, will be affected by the value of the energy MLP basket and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. The following paragraphs describe what we expect to be the impact on the value of the notes of a change in a specific factor, assuming all other conditions remain constant. Many of these factors also affect the net investment value of the notes and may impact the amount you receive at maturity, if any.

Value of the Energy MLP Basket. We expect that the value of the notes will depend substantially on the amount by which the value of the energy MLP basket changes from the starting basket value. However, changes in the value of the energy MLP basket may not always be reflected, in full or in part, in the value of the notes. If you choose to sell your notes, you may receive less than the amount that would be payable at maturity based on that value. If you choose to sell your notes when the value of the energy MLP basket is below or not sufficiently above the starting basket value, you are likely to receive less than the amount you originally invested.

The prices of the basket components included in the energy MLP basket will be influenced by complex and interrelated political, economic, financial and other factors that can affect the capital markets generally, the equity trading markets on which the basket components are traded and by various circumstances that can influence the prices of the basket components. Citigroup Inc.’s hedging activities, the issuance of securities similar to the notes and other trading activities by Citigroup Inc., its affiliates and other market participants can also affect the value of the energy MLP basket.

Events Involving the Basket Components. General economic conditions and earnings results of the basket components and real or anticipated changes in those conditions or results may affect the value of the notes.

Credit Ratings, Financial Condition and Results of Citigroup Inc. Actual or anticipated changes in the credit ratings, financial condition, or results of Citigroup Inc. may affect the value of the notes. The notes are subject to the credit risk of Citigroup Inc.

We want you to understand that the impact of one of the factors specified above may offset some or all of any change in the value of the notes attributable to another factor.

The Calculation Agent, Which is an Affiliate of the Issuer, Will Make Determinations With Respect to the Notes

Citigroup Global Markets, which is acting as the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citigroup Global Markets will determine the net investment value for the notes on any trading day and will calculate the amount of cash, if any, you will receive at maturity. Upon the occurrence of certain events, Citigroup Global Markets may also remove a basket component from the energy MLP basket. Any of these determinations made by Citigroup Global Markets, in its capacity as calculation agent, including with respect to the occurrence or non-occurrence of market disruption events, may adversely affect the payment to you at maturity, if any.

Citigroup Inc.’s Hedging Activity Could Result in a Conflict of Interest

We expect to hedge our obligations under the notes (and possibly to other instruments linked to the basket components) through one or more of our affiliates. This hedging activity will likely involve trading in one or more of the basket components or in other instruments, such as options, swaps or futures, based upon the basket components. This hedging activity may present a conflict between your interest in the notes and the interests we and our affiliates have in executing, maintaining and adjusting our hedge transactions because it could affect the value of the energy MLP basket and, therefore, the determination of any payment due at maturity. It could also be adverse to your interest if it affects the price at which our affiliate Citigroup Global Markets may be willing to purchase your notes in any secondary market that may develop. Since hedging our obligation under the notes involves risk and may be influenced by a number of factors, it is possible that we or our affiliates may profit from our hedging activity, even if the value of the notes declines.

The Tax Consequences of an Investment in the Notes are Unclear

There is no direct legal authority as to the proper U.S. federal tax treatment of the notes, and we do not intend to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment of the notes are

PS-9

uncertain, and the IRS or a court might not agree with the treatment described herein. Although we intend to treat the notes as prepaid forward contracts with associated coupons, if the IRS were successful in asserting an alternative treatment the tax consequences of ownership and disposition of the notes might be materially and adversely affected and additional reporting and filing requirements might apply.

Even if the treatment of the notes as prepaid forward contracts with associated coupons is respected, the notes may treated as “constructive ownership transactions” within the meaning of Section 1260 of the Internal Revenue Code of 1986, as amended (the “Code”). In that case, some or all of the long-term capital gain that you would otherwise recognize upon sale, exchange or retirement of the Notes may be treated as ordinary income and a notional interest charge would apply to any such recharacterized gain.

Moreover, 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 notes, possibly with retroactive effect.

If you are a Non-U.S. Holder, you should note that in determining our withholding responsibilities, if any, we generally expect to withhold on each coupon payment at a rate of 30% and we will not be required to pay any additional amounts with respect to amounts withheld. In addition, under an alternative treatment of the notes you could be required to file a U.S. federal income tax return.

You should read carefully the section entitled “United States Federal Tax Considerations” in this pricing supplement and consult your tax adviser regarding the U.S. federal tax consequences of an investment in the notes (including possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Risk Factors Relating to the Basket Components Included in the Energy MLP Basket

You Will Have No Rights With Respect to Any MLP Represented in the Energy MLP Basket

You will have no rights as a holder of the notes with respect to any of the MLPs represented in the energy MLP basket, even though the value of the notes is expected to depend, in part, on the closing prices of the basket components and the amount of cash distributions, if any, paid on the basket components over the term of the notes. The MLPs represented in the energy MLP basket are not involved in the offering of the notes and have no obligations relating to the notes. In addition, you will have no voting rights and will not directly receive dividends or other distributions, if any, from the represented in the energy MLP basket, if any, with respect to any of the basket components.

Energy MLP Market Risks May Affect the Value of the Notes and the Amount You Will Receive at Maturity

We expect that the value of the energy MLP basket will fluctuate in accordance with changes in the closing prices of the basket components, the financial condition of the MLPs represented in the energy MLP basket and certain other factors. The financial condition of the MLPs represented in the energy MLP basket may become impaired or the general condition of the energy MLP market may deteriorate, either of which may cause a decrease in the value of the energy MLP basket and thus in the value of the notes. Securities are susceptible to general market fluctuations and to volatile increases and decreases in value, as market confidence in and perceptions regarding the basket components change. Investor perceptions of the basket components are based on various and unpredictable factors, including expectations regarding government, economic, monetary, tax and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic, and banking crises. The value of the energy MLP basket is expected to fluctuate until the maturity date.

The Return on the Notes May Be Lower Than the Return on a Note Linked to a More Diversified Basket

While the energy MLP basket will consist of ten basket components, all MLPs represented in the energy MLP basket are engaged in energy sector businesses, in particular the midstream energy assets, products and services such as gathering and processing and the fractionating, storing, terminalling, transporting, distributing trading and marketing of natural resources or energy assets. In addition, for the most part, the businesses, operations and consumers of all ten MLPs represented in the energy MLP basket are predominantly based in the continental United States and may be geographically concentrated. Such lack of diversification may cause the closing prices of the basket components to move in the same or a similar direction (to be “highly correlated”), to be more volatile or to cause the return on the notes, if any, to be less than the return on a similar instrument linked to more diversified basket.

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The Basket Components Are Subject to Risks Related to the Energy Industry

All of the basket components are issued by MLPs whose primary lines of business are directly associated with the energy industry, including the oil and gas sector. In addition, many of these MLPs are non-diversified businesses that are exposed to the risks associated with those businesses, including the lack of capital funding to sustain or grow businesses and potential competition from larger, better financed and more diversified businesses. MLPs in the energy industry are significantly affected by a number of factors including: worldwide and domestic supplies of, and demand for, crude oil, natural gas, natural gas liquids, hydrocarbon products and refined products; changes in tax or other laws affecting MLPs generally; regulatory changes affecting pipeline fees and other regulatory fees in the energy sector; the effects of political events and government regulation; the impact of direct government intervention, such as embargos; changes in fiscal, monetary and exchange control programs; changes in the relative prices of competing energy products; changes in the output and trade of oil and other energy producers; changes in environmental and weather conditions; the impact of environmental laws and regulations and technological changes affecting the cost of producing and processing, and the demand for, energy products; decreased supply of hydrocarbon products available to be processed due to fewer discoveries of new hydrocarbon reserves, short- or long-term supply disruptions or otherwise; risks of regulatory actions and/or litigation, including as a result of leaks, explosions or other accidents relating to energy products; uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or further acts of terrorism in the United States or elsewhere; and general economic and geopolitical conditions in the United States and worldwide.

These or other factors or the absence of such factors could cause a downturn in the energy industry generally or regionally and could cause the price of some or all of the basket components to decline, and the amounts of their cash dividends to decrease, during the term of the notes.

The Value of the Energy MLP Basket and the Interest Payments on the Notes Could be Significantly Reduced if the Current Tax or Other Regulatory Treatment of the MLP Issuers Changes

If the tax treatment of the MLPs changes in an adverse manner, or if other regulatory authorities enact regulations which negatively affect MLPs’ ability to generate or distribute income, cash flow and after-tax distributions paid to holders of MLP common units could be significantly reduced. Any reduction in distributions made by the basket components will reduce the quarterly interest payments on the notes. In addition, reductions in cash flow or payments made to holders of MLP common units likely would result in a significant reduction in the value of the basket components. Any reduction in the value of the basket components will reduce the value of the energy MLP basket, and accordingly, the value of the notes.

The Historical Data on the Basket Components Are Not Indicative of the Future Performance of the Basket Components

The historical data on the basket components, which are included in this pricing supplement, should not be taken as an indication of the actual performance of the basket components during the term of the notes, an indication of whether you should sell the notes in the secondary market, if any, or an indication of the actual amount you will receive at maturity. Changes in the prices of the basket components will affect the value of the energy MLP basket and the value of the notes, but it is impossible to predict whether the actual price of each basket component will rise or fall.

Certain Basket Components Have a Limited History

The amount payable at maturity is based on the net investment value which is dependent on the performance of the energy MLP basket. Certain basket components have limited historical closing price data available for you to consider in making an independent investigation of the performance of the basket components. If only limited historical closing price data is available for a basket component, you will not have the benefit of observing how the basket component would have performed in a variety of past market conditions. In any event, historical information on any basket component is not a prediction of how it may perform in the future. See “Description of the Basket Components” below for available historical information.

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DESCRIPTION OF THE NOTES

You should read this pricing supplement together with the accompanying prospectus supplement and prospectus before making your decision to invest in the Notes. The description in this pricing supplement of the particular terms of the Notes supplements, and to the extent inconsistent therewith replaces, the descriptions of the general terms and provisions of the debt securities set forth in the accompanying prospectus supplement and prospectus.

You may access the prospectus supplement and prospectus on the SEC Web site at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant dates on the SEC Web site):

Prospectus Supplement dated December 20, 2012 and Prospectus filed on May 12, 2011:

http://www.sec.gov/Archives/edgar/data/831001/000119312512509203/d448811d424b2.htm

General

The Strategic Market Access Notes Based Upon a Basket of Energy-Related Master Limited Partnerships Due (the “Notes”) are senior unsecured debt securities offering no principal protection. The amount you receive at maturity, if any, will be based on the performance of a basket of energy-related Master Limited Partnerships (the “Energy MLP Basket”) and may be less than your initial investment in the Notes and could be zero. Each Note has a stated principal amount of $1,000.

The Energy MLP Basket is comprised of the common units of ten energy-related MLPs (the “Basket Components”) and will be initially equally weighted and rebalanced to equal weighting on the Basket Rebalancing Date. The Basket Components are as follows:

MLP Name	Ticker	Exchange
Access Midstream Partners, L.P.	ACMP	NYSE
DCP Midstream Partners, LP	DPM	NYSE
Enterprise Products Partners L.P.	EPD	NYSE
EQT Midstream Partners, LP	EQM	NYSE
Golar LNG Partners LP	GMLP	NASDAQ Global Market
MarkWest Energy Partners, L.P.	MWE	NYSE
Targa Resources Partners LP	NGLS	NYSE
Plains All American Pipeline, L.P.	PAA	NYSE
Western Gas Partners, LP	WES	NYSE
Williams Partners L.P.	WPZ	NYSE

The Notes are debt securities issued under the senior debt indenture described in the accompanying prospectus supplement and prospectus. The aggregate stated principal amount of Notes issued will be $ ( Notes). The Notes will mature on July , 2014 or February , 2015 (expected to be July 31, 2014 or February 2, 2015) (the “Maturity Date”). The actual Maturity Date will be determined on the pricing date. The Notes will constitute part of the senior unsecured debt of Citigroup Inc. and will rank equally with all other unsecured and unsubordinated debt of Citigroup Inc. All payments on the Notes are subject to the credit risk of Citigroup Inc. The Notes will be issued only in fully registered form and in denominations of $1,000 per Note and integral multiples thereof.

Reference is made to the accompanying prospectus supplement and prospectus for a detailed summary of additional provisions of the Notes and of the senior debt indenture under which the Notes will be issued.

Interest

The Notes will bear a total amount of interest equal to the sum of (i) the Fixed Interest Amount and (ii) the Variable Interest Amount, which may be zero. We will pay interest in cash quarterly on the of each January, April, July and October, beginning on April , 2013, and on the Maturity Date. We refer to each of these quarterly payment dates as an Interest Payment Date and to the date three Trading Days prior to each Interest Payment Date as an Interest Determination Date. Each period from but excluding an Interest Determination Date, or the Pricing Date, to and including the next Interest Determination Date, we refer to as an Interest Period. The interest payment calculated for any Interest Period is applicable only to that Interest Period. The interest payments for any other Interest Period will vary and may be as little as $0.25 per Note.

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The Fixed Interest Amount for any Interest Period will equal 0.10% per annum and will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

The Variable Interest Amount for any Interest Period will equal the Dividend Amount accrued from but excluding the prior Interest Determination Date to and including the next following Interest Determination Date (or, in the case of the first Interest Period, from but excluding the Pricing Date to and including the first Interest Determination Date). If the Dividend Amount is zero on any Interest Determination Date, you will not receive a Variable Interest Amount for the related Interest Period, and your interest payment for that Interest Period will be $0.25 per Note.

The Dividend Amount will equal the total amount of ordinary cash dividends with respect to the Basket Components for which an Ex-Date has occurred during the relevant time period, if any, for each $1,000 Note after giving effect to the $10 sales charge per Note.

The Ex-Date relating to the cash dividend on any Basket Component is the first date on which such common units trade in the regular way on their principal national securities exchange without the right to receive this cash dividend.

Payment at Maturity

The payment you receive at maturity of the Notes, if any, will be equal to the Net Investment Value of the Notes determined on the Valuation Date, plus accrued and unpaid interest. The Net Investment Value of the Notes on the Valuation Date will depend on the performance of the Energy MLP Basket from the Pricing Date to the Valuation Date. For the avoidance of doubt, your payment at maturity will include the final interest payment, without duplication with respect to the applicable accrued and unpaid Dividend Amount.

In order for you to receive at maturity at least the stated principal amount of $1,000 per Note, the Net Investment Value on the Valuation Date must have increased from the Net Investment Value on the Pricing Date by an amount greater than the sum of (i) Accumulated Basket Adjustment Fee and (ii) a sales charge of $10 per Note. Otherwise, the amount you receive at maturity, if any, will be less than the stated principal amount of the Notes and could be zero.

Net Investment Value

On the Pricing Date, the Net Investment Value will be $990 per Note. On any Trading Day after the Pricing Date, the Net Investment Value per Note will equal:

($990 x Basket Return Percentage) + Accrued Dividend Amount – Accumulated Basket Adjustment Fee

The Basket Return Percentage on any Trading Day will equal the following fraction, expressed as a percentage:

Ending Basket Value

Starting Basket Value

The Starting Basket Value will equal 100 and will be set on the Pricing Date.

The Ending Basket Value on any Trading Day will equal the Closing Value of the Energy MLP Basket on that Trading Day.

The Closing Value of the Energy MLP Basket on any Trading Day will equal the sum of the product, for each Basket Component, of (i) the closing price of that Basket Component on that Trading Day and (ii) that Basket Component’s Basket Composition Ratio.

On each Trading Day from and including the Pricing Date to and excluding the Basket Rebalancing Date, the Basket Composition Ratio for each Basket Component will equal (100 divided by 10) divided by the closing price of that Basket Component on the Pricing Date.

On each Trading Day from and including the Basket Rebalancing Date to and including the Valuation Date, the Basket Composition Ratio for each Basket Component will equal (A) (i) the Ending Basket Value on the Basket Rebalancing Date (calculated without giving effect to the re-calculation of the Basket Component Ratio on the Basket Rebalancing Date) divided by (ii) the number of Basket Components on the Basket Rebalancing Date divided by (B) the closing price of that Basket Component on the Basket Rebalancing Date.

PS-13

The Basket Rebalancing Date will be October , 2013 or January , 2014 (expected to be October 28, 2013 or January 28, 2014). The actual Basket Rebalancing Date will be approximately nine or twelve months after the Pricing Date and will be determined on the Pricing Date.

The Accrued Dividend Amount on any Trading Day will equal the accrued and unpaid Dividend Amount up to and including that Trading Day.

The Accumulated Basket Adjustment Fee on any Trading Day will equal the following formula:

where,

A = the Accumulated Basket Adjustment Fee on the immediately preceding Trading Day;

B = the Basket Adjustment Factor of 1.00%;

C = the number of calendar days since the immediately preceding Trading Day; and

D = the Net Investment Value of the Notes on the immediately preceding Trading Day.

The Pricing Date means January , 2013 (expected to be January 28, 2013), the date of this pricing supplement and the date on which the Notes are priced for initial sale to the public.

The Valuation Date will be , the third Trading Day prior to maturity.

A Trading Day means a day, as determined by the calculation agent, on which trading is generally conducted (or was scheduled to have been generally conducted, but for the occurrence of a Market Disruption Event) on the New York Stock Exchange, NYSE Alternext US, NASDAQ Global Market, the Chicago Mercantile Exchange and the Chicago Board Options Exchange, and in the over-the-counter market for equity securities in the United States.

The closing price of a Basket Component or any other security for which a closing price must be determined (as described in the section “—Dilution Adjustments”) on any Trading Day will be (1) if the common unit or security is listed on a national securities exchange on that Trading Day, any reported sale price, regular way, of the principal trading session on that date on the principal national securities exchange on which the common unit or security is listed or admitted to trading, and (2) if the common unit or security is not listed on a national securities exchange on that Trading Day, or if the reported sale price on such exchange is not obtainable (even if the common unit or security is listed or admitted to trading on such exchange), any reported sale price of the principal trading session on the over-the-counter market on that date as reported on the OTC Bulletin Board, the National Quotation Bureau or a similar organization. The determination of the closing price by the calculation agent in the event of a Market Disruption Event may be deferred by the calculation agent for up to five consecutive Trading Days on which a Market Disruption Event is occurring, but not past the Valuation Date. If no reported sale price of the principal trading session is available pursuant to clauses (1) or (2) above or if there is a Market Disruption Event, the closing price on any Trading Day, unless deferred by the calculation agent as described in the preceding sentence, will be the arithmetic mean, as determined by the calculation agent, of the bid prices of the common unit or security obtained from as many dealers in such common unit or security (which may include Citigroup Global Markets or any of our other affiliates or subsidiaries), but not exceeding three such dealers, as will make such bid prices available to the calculation agent. The term “OTC Bulletin Board” will include any successor to such service.

A Market Disruption Event means the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by any exchange or market or otherwise), or the unavailability, through a recognized system of public dissemination of transaction information, of accurate price, volume or related information in respect of (1) a Basket Component (or any other security for which a closing price must be determined) or (2) any options contracts or futures contracts relating to the Basket Component (or other relevant security), or any options on such futures contracts, on any exchange or market; if, in each case, in the determination of the calculation agent, any such suspension, limitation or unavailability is material.

PS-14

Interest Payments and Payments at Maturity—Hypothetical Examples

The examples of hypothetical interest payments and maturity payments set forth below are intended to illustrate the effect of different Dividend Amounts and Ending Basket Values of the Energy MLP Basket on the amount you will receive in respect of the Notes.

The following examples are for purposes of illustration only and would provide different results if different assumptions were applied. The actual amount you receive on each Interest Payment Date will depend on the actual Dividend Amount for that Interest Period, and the actual amount you receive if you hold your Notes at maturity will depend on the actual Net Investment Value on the Valuation Date.

Hypothetical Interest Payments

The interest payable on each quarterly Interest Payment Date, which can be as little as $0.25 per Note (0.025% of $1,000 stated principal amount per Note), will depend on the Dividend Amount for that Interest Period. The Dividend Amount will vary and could be zero for any Interest Period. Because the Dividend Amount may be subject to significant variations during each Interest Period, it is not possible to present a complete range of possible interest amounts.

The examples of hypothetical interest amounts set forth below are intended to illustrate the effect of different Dividend Amounts in each Interest Period, which depends on the actual amount of ordinary cash dividends with respect to the Basket Components for which an Ex-Date has occurred during such Interest Period. The hypothetical interest amounts are based on the assumption that there are 90 days in each Interest Period, that the Notes have a term of eighteen months and that the Notes are held to maturity. The hypothetical Total Interest Amount for each Interest Period provided in the examples below is only relevant to such Interest Period. A hypothetical return for one Interest Period is no indication of such return for a subsequent Interest Period.

Example 1: The Dividend Amount is the same in each Interest Period.

Each Interest Period